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                                                                    EXHIBIT 10.1

                             HEALTHGRADES.COM, INC.
                          1996 EQUITY COMPENSATION PLAN

         The purpose of the HealthGrades.com, Inc. 1996 Equity Compensation Plan
(the "Plan") is to provide (i) designated employees (including employees who are
also officers or directors) of HealthGrades.com, Inc. (the "Company") and its
subsidiaries, (ii) certain consultants and advisors to the Company or its
subsidiaries and (iii) non-employee members of the Board of Directors of the
Company (the "Board") with the opportunity to receive grants of incentive stock
options and nonqualified stock options ("Options"). The Company believes that
the Plan will encourage the participants to contribute materially to the growth
of the Company, thereby benefitting the Company's shareholders, and will align
the economic interests of the participants with those of the shareholders.

         1.  Administration

             (1) The Plan may be administered by the Board or by a committee
(the "Committee") or two or more directors appointed by the Board.
Notwithstanding the foregoing, the Board of Directors shall exercise the powers
of the Committee with respect to the grant of options to members of the Board
who are not employees of the Company or its subsidiaries or who are members of
the Committee ("Non-Employee Directors"). With respect to employees who are not
officers of the Company, the Board of Directors may delegate certain Committee
powers to a Non-Officer Grant Committee pursuant to the provisions of Section 18
hereof. If no administrative committee is appointed, all references in the Plan
to the "Committee" shall be deemed to refer to the Board.

             (2) The Committee shall have the sole authority to (i) determine
the individuals to whom Options shall be granted under the Plan, (ii) determine
the type, size and terms of the Options to be granted to each such individual,
(iii) determine the time when the Options will be granted and the duration of
any applicable exercise period, including the criteria for exercisability and
the acceleration of exercisability and (iv) deal with any other matters arising
under the Plan.

             (3) The Committee shall have full power and authority to administer
and interpret the Plan, to make factual determinations and to adopt or amend
such rules, regulations, agreements and instruments for implementing the Plan
and for the conduct of its business as it deems necessary or advisable, in its
sole discretion. The Committee's interpretations of the Plan and all
determinations made by the Committee pursuant to the powers vested in it
hereunder shall be conclusive and binding on all persons having any interest in
the Plan or in any awards granted hereunder. All powers of the Committee shall
be executed in its sole discretion, in the best interest of the Company, not as
a fiduciary, and in keeping with the objectives of the Plan and need not be
uniform as to similarly situated individuals.


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         2.  Options

             Options granted under the Plan may be incentive stock options
("Incentive Stock Options") or nonqualified stock options ("Nonqualified Stock
Options") as described in Section 5. All Options shall be subject to the terms
and conditions set forth herein and to such other terms and conditions
consistent with the Plan as the Committee deems appropriate and as are specified
in writing by the Committee to the individual in a grant instrument (the "Grant
Instrument") or an amendment to the Grant Instrument.

             The Committee shall approve the form and provisions of each Grant
Instrument.

         3.  Shares Subject to the Plan

             (1) Subject to the adjustment specified below, the aggregate number
of shares of common stock of the Company ("Company Stock") that may be issued
under the Plan is 6,000,000 shares. If the Company Stock becomes publicly traded
as a result of a public offering under the Securities Act of 1933, as amended,
the maximum aggregate number of shares of Company Stock that shall be subject to
Options granted under the Plan to any individual during any calendar year shall
be 500,000 shares. The shares may be authorized but unissued shares of Company
Stock or reacquired shares of Company Stock, including shares purchased by the
Company on the open market for purposes of the Plan. If and to the extent
Options granted under the Plan terminate, expire, or are canceled, forfeited,
exchanged or surrendered without having been exercised, the shares subject to
such Options shall again be available for purposes of the Plan.

             (2) If there is any change in the number or kind of shares of
Company Stock outstanding (i) by reason of a stock dividend, spin off,
recapitalization, stock split, or combination or exchange of shares, (ii) by
reason of a merger, reorganization or consolidation in which the Company is the
surviving corporation, (iii) by reason of a reclassification or change in par
value, or (iv) by reason of any other extraordinary or unusual event affecting
the outstanding Company Stock as a class without the Company's receipt of
consideration, or if the value of outstanding shares of Company Stock is
substantially reduced as a result of a spinoff or the Company's payment of an
extraordinary dividend or distribution, the maximum number of shares of Company
Stock available for Options, the maximum number of shares of Company Stock for
which any individual participating in the Plan may receive Options in any year,
the number of shares covered by outstanding Options, the kind of shares issued
under the Plan, and the price per share of such Options shall be appropriately
adjusted by the Committee to reflect any increase or decrease in the number of,
or change in the kind or value of, issued shares of Company Stock to preclude,
to the extent practicable, the enlargement or dilution of rights and benefits
under such Options; provided, however, that any fractional shares resulting from
such adjustment shall be eliminated. Any adjustments determined by the Committee
shall be final, binding and conclusive.


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         4.  Eligibility for Participation

             (1) All employees of the Company and its subsidiaries
("Employees"), including Employees who are officers or members of the Board, and
Non-Employee Directors shall be eligible to participate in the Plan. Consultants
and advisors who perform services to the Company or any of its subsidiaries
("Key Advisors") shall be eligible to participate in the Plan if the Key
Advisors render bona fide services and such services are not in connection with
the offer or sale of securities in a capital-raising transaction. The term "Key
Advisors" shall include personnel of medical practices that have entered into
and remain subject to management agreements with the Company or any subsidiary,
and the provision of services to those practices shall be considered the
performance of services with respect to the Company for purposes of the Plan.

             (2) The Committee shall select the Employees, Non-Employee
Directors and Key Advisors to receive Options and shall determine the number of
shares of Company Stock subject to a particular grant in such manner as the
Committee determines. Employees, Key Advisors and Non-Employee Directors who
receive Options under this Plan shall hereinafter be referred to as "Grantees".

         5.  Granting of Options

             (1) Number of Shares. The Committee shall determine the number of
shares of Company Stock that will be subject to each grant of Options to
Employees, Non-Employee Directors and Key Advisors.

             (2) Type of Option and Price.

                 (i)      The Committee may grant Incentive Stock
                          Options that are intended to qualify as
                          "incentive stock options" within the meaning
                          of section 422 of the Internal Revenue Code
                          of 1986, as amended (the "Code"), or
                          Nonqualified Stock Options that are not
                          intended so to qualify, or any combination
                          of Incentive Stock Options and Nonqualified
                          Stock Options, all in accordance with the
                          terms and conditions set forth herein.
                          Incentive Stock Options may be granted only
                          to Employees. Nonqualified Stock Options may
                          be granted to Employees, Non-Employee
                          Directors and Key Advisors.

                 (ii)     The purchase price (the "Exercise Price") of Company
                          Stock subject to an Option shall be determined by the
                          Committee and may be equal to, greater than, or less
                          than the Fair Market Value (as defined below) of a
                          share of such Stock on the date the Option is granted;
                          provided, however, that (x) the Exercise Price of an
                          Incentive Stock Option shall be equal to, or greater
                          than, the Fair Market Value of a share of Company
                          Stock on the date the



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                          Incentive Stock Option is granted and (y) an Incentive
                          Stock Option may not be granted to an Employee who, at
                          the time of grant, owns stock possessing more than 10
                          percent of the total combined voting power of all
                          classes of stock of the Company or any parent or
                          subsidiary of the Company, unless the Exercise Price
                          per share is not less than 110% of the Fair Market
                          Value of Company Stock on the date of grant.

                 (iii)    If Company Stock is publicly traded, then the Fair
                          Market Value per share shall be determined as follows:
                          (x) if the principal trading market for the Company
                          Stock is a national securities exchange or the Nasdaq
                          National Market, the last reported sale price thereof
                          on the relevant date or, if there were no trades on
                          that date, the latest preceding date upon which a sale
                          was reported, or (y) if the Company Stock is not
                          principally traded on such exchange or market, the
                          mean between the last reported "bid" and "asked"
                          prices of Company Stock on the relevant date, as
                          reported on Nasdaq or, if not so reported, as reported
                          by the National Daily Quotation Bureau, Inc. or as
                          reported in a customary financial reporting service,
                          as applicable and as the Committee determines. If the
                          Company Stock is not publicly traded or, if publicly
                          traded, not subject to reported transactions or "bid"
                          or "asked" quotations as set forth above, the Fair
                          Market Value per share shall be as determined by the
                          Committee.

             (3) Option Term. The Committee shall determine the term of each
Option. The term of any Option shall not exceed ten years from the date of
grant. However, an Incentive Stock Option that is granted to an Employee who, at
the time of grant, owns stock possessing more than 10 percent of the total
combined voting power of all classes of stock of the Company, or any parent or
subsidiary of the Company, may not have a term that exceeds five years from the
date of grant.

             (4) Exercisability of Options. Options shall become exercisable in
accordance with such terms and conditions, consistent with the Plan, as may be
determined by the Committee and specified in the Grant Instrument or an
amendment to the Grant Instrument. The Committee may accelerate the
exercisability of any or all outstanding Options at any time for any reason.



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             (5) Termination of Employment, Disability or Death.

                 (i)      Except as provided below, an Option may only be
                          exercised while the Grantee is employed by, or
                          providing service to, the Company as an Employee, Key
                          Advisor or member of the Board. In the event that a
                          Grantee ceases to be employed by, or provide service
                          to, the Company for any reason other than
                          "disability", death, or "termination for cause", any
                          Option which is otherwise exercisable by the Grantee
                          shall terminate unless exercised within 90 days of the
                          date on which the Grantee ceases to be employed by, or
                          provide service to, the Company (or within such other
                          period of time as may be specified by the Committee),
                          but in any event no later than the date of expiration
                          of the Option term. Unless otherwise specified by the
                          Committee, any portion of the Grantee's Option that is
                          not otherwise exercisable as of the date on which the
                          Grantee ceases to be employed by or provide service to
                          the Company shall terminate as of such date.

                 (ii)     In the event the Grantee ceases to be employed by, or
                          provide service to, the Company on account of a
                          "termination for cause" by the Company, any Option
                          held by the Grantee shall terminate as of the date the
                          Grantee ceases to be employed by, or provide service
                          to, the Company.

                 (iii)    In the event the Grantee ceases to be employed by, or
                          provide service to, the Company because the Grantee is
                          "disabled", any Option which is otherwise exercisable
                          by the Grantee shall terminate unless exercised within
                          one year after the date on which the Grantee ceases to
                          be employed by, or provide service to, the Company (or
                          within such other period of time as may be specified
                          by the Committee), but in any event no later than the
                          date of expiration of the Option term. Any of the
                          Grantee's Options which are not otherwise exercisable
                          as of the date on which the Grantee ceases to be
                          employed by, or provide service to, the Company shall
                          terminate as of such date.

                 (iv)     If the Grantee dies while employed by, or providing
                          service to, the Company or within 90 days after the
                          date on which the Grantee ceases to be employed, or
                          provide service, on account of a termination of
                          employment or service specified in Section 5(e)(i)
                          above (or within such other period of time as may be
                          specified by the Committee), any Option that is
                          otherwise exercisable by the Grantee shall terminate
                          unless exercised within one year after the date on
                          which the Grantee ceases to be employed by, or provide



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                          service to, the Company (or within such other period
                          of time as may be specified by the Committee), but in
                          any event no later than the date of expiration of the
                          Option term. Any of the Grantee's Options that are not
                          otherwise exercisable as of the date on which the
                          Grantee ceases to be employed by, or provide service
                          to, the Company shall terminate as of such date.

                 (v)      For purposes of this Section 5(e):

                          (1)          The term "Company" shall mean the Company
                                       and its parent and subsidiary
                                       corporations. With request to personnel
                                       employed by medical practices that have
                                       entered into, and remain subject to,
                                       management agreements with the Company or
                                       any subsidiary, the term "Company" shall
                                       include any such medical practice, but
                                       only so long as the practice remains
                                       subject to such management agreement.

                          (2)          "Employed by, or providing service to,
                                       the Company" shall mean employment as an
                                       Employee or the provision of services to
                                       the Company as a Key Advisor or member of
                                       the Board (so that, for purposes of
                                       exercising Options, a Grantee shall not
                                       be considered to have terminated
                                       employment or ceased to provide services
                                       until the Grantee ceases to be an
                                       Employee, Key Advisor and member of the
                                       Board).

                          (3)          "Disability" shall mean a Grantee's
                                       becoming disabled within the meaning of
                                       section 22(e)(3) of the Code.

                          (4)          "Termination for cause" shall mean a
                                       finding by the Committee that the Grantee
                                       has breached his or her employment or
                                       service contract with the Company, or has
                                       been engaged in disloyalty to the
                                       Company, including, without limitation,
                                       fraud, embezzlement, theft, commission of
                                       a felony or proven dishonesty in the
                                       course of his or her employment or
                                       service, or has disclosed trade secrets
                                       or confidential information of the
                                       Company to persons not entitled to
                                       receive such information. In the event a
                                       Grantee's employment or service is
                                       terminated for cause, in addition to the
                                       immediate termination of all Options, the
                                       Grantee shall automatically forfeit all
                                       shares underlying any exercised portion
                                       of an Option for which the Company has
                                       not yet delivered the share certificates,
                                       upon refund by the


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                                       Company of the Exercise Price paid by the
                                       Grantee for such shares.

             (6) Exercise of Options. A Grantee may exercise an Option that has
become exercisable, in whole or in part, by delivering a notice of exercise to
the Company with payment of the Exercise Price. The Grantee shall pay the
Exercise Price for an Option (i) in cash or by check or wire transfer in
immediately available funds, (ii) by delivering shares of Company Stock owned by
the Grantee (including Company Stock acquired in connection with the exercise of
an Option, subject to such restrictions as the Committee deems appropriate) and
having a Fair Market Value on the date of exercise equal to the Exercise Price
or (iii) by such other method as the Committee may approve, including payment
through a broker in accordance with procedures permitted by Regulation T of the
Federal Reserve Board. Shares of Company Stock used to exercise an Option shall
have been held by the Grantee for the requisite period of time to avoid adverse
accounting consequences to the Company with respect to the Option. The Grantee
shall pay the Exercise Price and the amount of any withholding tax due (pursuant
to Section 6) at the time of exercise. Shares of Company Stock shall not be
issued upon exercise of an Option until the Exercise Price is fully paid and any
required withholding is made.

             (7) Limits on Incentive Stock Options. Each Incentive Stock Option
shall provide that, if the aggregate Fair Market Value of the stock on the date
of the grant with respect to which Incentive Stock Options are exercisable for
the first time by a Grantee during any calendar year, under the Plan or any
other stock option plan of the Company or a parent or subsidiary, exceeds
$100,000, then the option, as to the excess, shall be treated as a Nonqualified
Stock Option. An Incentive Stock Option shall not be granted to any person who
is not an Employee of the Company or a parent or subsidiary (within the meaning
of section 424(f) of the Code). If and to the extent that an Option designated
as an Incentive Stock Option fails so to qualify under the Code, the Option
shall remain outstanding according to its terms as a Nonqualified Stock Option.

         6.  Withholding of Taxes

             (1) Required Withholding. All Options under the Plan shall be
granted subject to any applicable federal (including FICA), state and local tax
withholding requirements. The Company shall have the right to deduct from wages
paid to the Grantee any federal, state or local taxes required by law to be
withheld with respect to Options, or the Company may require the Grantee or
other person receiving shares upon exercise of an Option to pay to the Company
the amount of any such taxes that the Company is required to withhold.



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             (2) Election to Withhold Shares. If the Committee so permits, a
Grantee may elect to satisfy the Company's income tax withholding obligation
with respect to an Option by having shares withheld up to an amount that does
not exceed the Grantee's maximum marginal tax rate for federal (including FICA),
state and local tax liabilities. The election must be in a form and manner
prescribed by the Committee and shall be subject to the prior approval of the
Committee.

         7.  Transferability of Options

             (1) Except as provided below, only the Grantee or his or her
authorized representative may exercise rights under an Option. A Grantee may not
transfer those rights except by will or by the laws of descent and distribution
or, with respect to Nonqualified Options, if permitted in any specific case by
the Committee in its sole discretion, pursuant to a qualified domestic relations
order (as defined under the Code or Title I of the Employee Retirement Income
Security Act of 1974, as amended, or the rules thereunder). When a Grantee dies,
the representative or other person entitled to succeed to the rights of the
Grantee ("Successor Grantee") may exercise such rights. A Successor Grantee must
furnish proof satisfactory to the Company of his or her right to receive the
Grant under the Grantee's will or under the applicable laws of descent and
distribution.

             (2) Notwithstanding the foregoing, the Committee may provide, in a
Grant Instrument, that a Grantee may transfer Nonqualified Stock Options to
family members or other persons or entities according to such terms as the
Committee may determine.

         8.  Change of Control of the Company

             As used herein, a "Change of Control" shall be deemed to have
occurred if:

             (1) After the effective date of the Plan, any "person" (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes a
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 35% or more of the
voting power of the then outstanding securities of the Company, except where the
acquisition is approved by the Board;

             (2) The shareholders of the Company approve (or, if shareholder
approval is not required, the Board approves) an agreement providing for (i) the
merger or consolidation of the Company with another corporation where the
shareholders of the Company, immediately prior to the merger or consolidation,
will not beneficially own, immediately after the merger or consolidation, shares
entitling such shareholders to a majority of all votes to which all shareholders
of the surviving corporation would be entitled in the election of directors, or
where the members of the Board, immediately prior to the merger or
consolidation, would not, immediately after the merger or consolidation,
constitute a majority of the board of directors of the surviving corporation,
(ii) a sale or other disposition of all or substantially all of the assets of
the Company, or (iii) a liquidation or dissolution of the Company;


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             (3) Any person has commenced a tender offer or exchange offer for
35% or more of the voting power of the then outstanding shares of the Company;
or

             (4) After this Plan is approved by the shareholders of the Company,
directors are elected such that a majority of the members of the Board shall
have been members of the Board for less than two years, unless the election or
nomination for election of each new director who was not a director at the
beginning of such two-year period was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of
such period.

         9.  Consequences of a Change of Control

             (1) Upon a Change of Control, unless the Committee determines
otherwise, (i) the Company shall provide each Grantee with outstanding Options
written notice of such Change of Control and (ii) all outstanding Options shall
automatically accelerate and become fully exercisable.

             (2) In addition, upon a Change of Control described in Section
8(b)(i) where the Company is not the surviving corporation (or survives only as
a subsidiary of another corporation), unless the Committee determines otherwise,
all outstanding Options that are not exercised shall be assumed by, or replaced
with comparable options by, the surviving corporation. Any replacement options
shall entitle the Grantee to receive the same amount and type of securities as
the Grantee would have received as a result of the Change of Control had the
Grantee exercised the Options immediately prior to the Change of Control.

             (3) Notwithstanding the foregoing, subject to subsection (d) below,
in the event of a Change of Control, the Committee may require that Grantees
surrender their outstanding Options in exchange for a payment by the Company, in
cash or Company Stock as determined by the Committee, in an amount equal to the
amount by which the then Fair Market Value of the shares of Company Stock
subject to the Grantee's outstanding Options exceeds the Exercise Price of the
Options.

             (4) Notwithstanding the foregoing, the Committee making the
determinations under this Section 9 following a Change of Control must be
comprised of the same members as those on the Committee immediately before the
Change of Control. If the Committee members do not meet this requirement, the
automatic provisions of Subsections (a) and (b) shall apply, and the Committee
shall not have discretion to vary them.

             (5) Notwithstanding anything in the Plan to the contrary, in the
event of a Change of Control, the Committee shall not have the right to take any
actions described in the Plan (including without limitation actions described in
Subsection (c) above) that would make the Change of Control ineligible for
pooling of interest accounting treatment or that would make the Change of
Control ineligible for desired tax treatment if, in the absence of such right,
the


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Change of Control would qualify for such treatment and the Company intends to
use such treatment with respect to the Change of Control.

         10. Amendment and Termination of the Plan

             (1) Amendment. The Board may amend or terminate the Plan at any
time; provided, however, that if the Company Stock becomes publicly traded, the
Board shall not amend the Plan without shareholder approval if such approval is
required by Section 162(m) of the Code and if Section 162(m) is applicable to
the Plan.

             (2) Termination of Plan. The Plan shall terminate on the day
immediately preceding the tenth anniversary of its effective date unless
terminated earlier by the Board or unless extended by the Board with the
approval of the shareholders.

             (3) Termination and Amendment of Outstanding Options. A termination
or amendment of the Plan that occurs after an Option is granted shall not
materially impair the rights of a Grantee unless the Grantee consents or unless
the Committee acts under Section 17(b). The termination of the Plan shall not
impair the power and authority of the Committee with respect to an outstanding
Option. Whether or not the Plan has terminated, an outstanding Option may be
terminated or modified under Sections 9 and 17(b) or may be amended by agreement
of the Company and the Grantee consistent with the Plan.

             (4) Governing Document. The Plan shall be the controlling document.
No other statements, representations, explanatory materials or examples, oral or
written, may amend the Plan in any manner. The Plan shall be binding upon and
enforceable against the Company and its successors and assigns.

         11. Funding of the Plan

             This Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Options under this Plan. In no event shall
interest be paid or accrued on any Options.

         12. Rights of Participants

             Nothing in this Plan shall entitle any Employee, Key Advisor or
other person to any claim or right to be granted an Option under this Plan.
Neither this Plan nor any action taken hereunder shall be construed as giving
any individual any rights to be retained by or in the employ of the Company or
any other employment rights.

         13. No Fractional Shares

             No fractional shares of Company Stock shall be issued or delivered
pursuant to the Plan or any Option. The Committee shall determine whether cash,
other awards or other


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property shall be issued or paid in lieu of such fractional shares or whether
such fractional shares or any rights thereto shall be forfeited or otherwise
eliminated.

         14. Requirements for Issuance of Shares

             No Company Stock shall be issued or transferred in connection with
any Option hereunder unless and until all legal requirements applicable to the
issuance or transfer of such Company Stock have been complied with to the
satisfaction of the Committee. The Committee shall have the right to condition
any Option granted to any Grantee hereunder on such Grantee's undertaking in
writing to comply with such restrictions on his or her subsequent disposition of
such shares of Company Stock as the Committee shall deem necessary or advisable
as a result of any applicable law, regulation or official interpretation thereof
and certificates representing such shares may be legended to reflect any such
restrictions. Certificates representing shares of Company Stock issued under the
Plan will be subject to such stop-transfer orders and other restrictions as may
be applicable under such laws, regulations and interpretations, including any
requirement that a legend or legends be placed thereon.

         15. Headings

             Section headings are for reference only. In the event of a conflict
between a title and the content of a Section, the content of the Section shall
control.

         16. Effective Date of the Plan.

             Subject to the approval of the Company's shareholders, this Plan
shall be effective on October 15, 1996.

         17. Miscellaneous

             (1) Options in Connection with Corporate Transactions and
Otherwise. Nothing contained in this Plan shall be construed to (i) limit the
right of the Committee to grant Options under this Plan in connection with the
acquisition, by purchase, lease, merger, consolidation or otherwise, of the
business or assets of any corporation, firm or association, including options
granted to employees thereof who become Employees of the Company, or for other
proper corporate purpose, or (ii) limit the right of the Company to grant stock
options or make other awards outside of this Plan. Without limiting the
foregoing, the Committee may grant Options to an employee of another corporation
who becomes an Employee by reason of a corporate merger, consolidation,
acquisition of stock or property, reorganization or liquidation involving the
Company or any of its subsidiaries in substitution for a stock option or
restricted stock grant made by such corporation. The Committee shall prescribe
the provisions of the substitute Options.


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             (2) Compliance with Law. The Plan, the grant and exercise of
Options, and the obligations of the Company to issue or transfer shares of
Company Stock under Options shall be subject to all applicable laws and to
approvals by any governmental or regulatory agency as may be required. The
Committee may revoke any Grant if it is contrary to law or modify a Grant to
bring it into compliance with any valid and mandatory government regulation. The
Committee may also adopt rules regarding the withholding of taxes on payments to
Grantees. The Committee may, in its sole discretion, agree to limit its
authority under this Section.

             (3) Ownership of Stock. A Grantee or Successor Grantee shall have
no rights as a shareholder with respect to any shares of Company Stock covered
by an Option until the shares are issued or transferred to the Grantee or
Successor Grantee on the stock transfer records of the Company.

             (4) Governing Law. The validity, construction, interpretation and
effect of the Plan and Grant Instruments issued under the Plan shall exclusively
be governed by and determined in accordance with the law of the State of
Delaware.

         18. Non-Officer Grant Committee

             The Board of Directors may establish a Non-Officer Grant Committee
which, notwithstanding anything in this Plan to the contrary, shall have the
power, solely with respect to employees of the Company that are not officers of
the Company, to grant options, subject to the following terms and limitations:

             (1) The Non-Officer Grant Committee may grant options only in
connection with the hiring of new employees or in connection with the promotion
of employees to non-officer positions.

             (2) The maximum number of shares of Company Stock underlying option
grants made to any individual employee by the Non-Officer Grant Committee may
not exceed 25,000 in any calendar year.

             (3) The Non-Officer Grant Committee shall grant Incentive Stock
Options to the extent permissible under the Code; otherwise, such options shall
be Non-Qualified Stock Options.

             (4) The Non-Officer Grant Committee may set such vesting terms with
respect to the options as it deems appropriate; provided, however, that no more
than one-third of the shares of Company Stock underlying an option (subject to
adjustment to avoid fractional shares) may vest in any calendar year, and no
options may vest until the first anniversary of the date of grant.


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             (5) The Exercise Price per share of any options granted by the
Non-Officer Grant Committee shall be at least equal to the Fair Market Value of
a share of Company Stock on the date of grant.

             (6) The Non-Officer Grant Committee may provide for an option term
shorter than ten years.

             (7) In all other respects, the options granted by the Non-Officer
Grant Committee shall be governed by the terms of the Grant Instruments relating
to Incentive Stock Options or Non-Qualified Stock Options, as appropriate and in
the form then authorized by the Committee.

             (8) The Non-Officer Grant Committee powers shall be as enumerated
in this section; the Non-Officer Grant Committee shall not otherwise perform the
functions of the Committee under this Plan.

             (9) The Committee may also grant options to non-officer employees
in accordance with the provisions of the Plan.

             (10) The maximum number of shares underlying options that may be
granted by the Non-Officer Grant Committee in any calendar quarter shall not
exceed 100,000.

Amended:     June 5, 1997
             July 25, 1997
             September 12, 1997
             June 5, 1998
             March 27, 2000
             April 25, 2000


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