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                              STONEPATH GROUP, INC.
                              AMENDED AND RESTATED
                            2000 STOCK INCENTIVE PLAN


Section 1. General Purpose of the Plan; Definitions. The purpose of the Plan is
to provide officers, employees, directors and consultants of Stonepath Group,
Inc. (the "Company") and other members of the Participating Company Group the
opportunity to receive stock options and stock awards and thereby acquire a
proprietary interest in the Company. It is anticipated that providing such
persons with a direct stake in the Company's welfare will assure a closer
identification of their interests with those of the Company's stockholders,
thereby encouraging the participants to contribute materially to the growth and
development of the Company and strengthening their desire to remain with the
Company.

         The following terms shall be defined as set forth below:

         "Act" means the Securities Exchange Act of 1934, as amended.

         "Award" or "Awards," except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options and Stock Awards.

         "Board" means the Board of Directors of the Company.

         "Cause" means (a) with respect to an individual who is party to a
written agreement with a Participating Company which contains a definition of
"cause" or "for cause" or words of similar import for purposes of termination of
Service thereunder by the Participating Company, "cause" or "for cause" as
defined in such agreement; (b) in all other cases (i) any violation of a law,
rule or regulation other than minor traffic violations, including without
limitation, any violation of the Foreign Corrupt Practices Act; (ii) a breach of
fiduciary duty for personal profit; (iii) fraud, dishonesty or other acts of
misconduct in the rendering of services on behalf of the Company or relating to
the employee's employment; (iv) misconduct by the employee which would cause the
Company to violate any state or federal law relating to sexual harassment or
age, sex or other prohibited discrimination or any violation of written policy
of the Company or any successor entity adopted in respect to such law; (v)
failure to follow Company work rules or the lawful instructions (written or
otherwise) of the Board of Directors of the Company or a responsible executive
to whom the employee directly or indirectly reports, provided compliance with
such directive was reasonably within the scope of the employee's duties and the
employee was given notice that his or her conduct could give rise to termination
and such conduct is not, or could not be cured, within ten (10) days thereafter;
or (vi) any violation of a confidentiality or non-competition agreement or
patent assignment agreement or any agreement relating to the Company's
protection of intellectual property rights.

         "Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.

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         "Effective Date" means the date on which the Plan is approved by the
Board as set forth in Section 18.

         "Fair Market Value" of the Stock on any given date means (i) if the
Stock is listed on any established stock exchange or a national market system,
including without limitation the National Market or SmallCap Market of The
Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system for the last market trading day prior to the time of
determination, as reported in The Wall Street Journal or such other source as
the Administrator deems reliable; (ii) if the Stock is regularly traded on the
Nasdaq OTC Bulletin Board Service, or a comparable automated quotation system,
its Fair Market Value shall be the mean between the high bid and low asked
prices for the Stock on the last market trading day prior to the day of
determination; or (iii) in the absence of an established market for the Stock,
the Fair Market Value thereof shall be determined in good faith by the Plan
Administrator.

         "Incentive Stock Option" means any Stock Option designated and
qualified as an "incentive stock option" as defined in Section 422 of the Code.

         "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

         "Option" or "Stock Option" means any Option to purchase shares of Stock
granted pursuant to Section 6.

         "Option Period" means the period commencing on the grant date of an
Option and ending on the last day of the term of such Option as established
pursuant to Section 8.2.

         "Participating Company" means the Company or any or Subsidiary
Corporation or any other member of the Participating Company Group.

         "Participating Company Group" means, at any point in time, any
Participating Company or all corporations collectively which are then
Participating Companies.

         "Service" means a participant's employment or service with any member
of the Participating Company Group, whether in the capacity of an employee,
officer, director or a consultant. The participant's Service shall not be deemed
to have terminated merely because of a change in the Participating Company for
which the participant renders such Service, provided that there is no
interruption or termination of the participant's Service. Furthermore, a
participant's Service with the Participating Company Group shall not be deemed
to have terminated if the participant takes any military leave, sick leave, or
other bona fide leave of absence approved by a Participating Company; provided,
however, that if any such leave exceeds ninety (90) days, on the ninety-first
(91st) day of such leave the participant's Service shall be deemed to have
terminated unless the participant's right to return to Service with the
Participating Company is guaranteed by statute or contract.

         "Stock" means the Common Stock, par value $.001 per share, of the
Company, subject to adjustments pursuant to Section 11.

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         "Stock Award" means any award granted pursuant to Section 9.

         "Subsidiary" means any, whether now or hereafter existing, corporation
or other entity (other than the Company) in any unbroken chain of corporations
or other entities, beginning with the Company, if each of the corporations or
entities owns stock or other interests possessing 50% or more of the economic
interest or the total combined voting power of all classes of stock or other
interests in one of the other corporations or entities in the chain, whether now
or hereafter existing.

Section 2. Administration. The Plan shall be administered by the full Board of
Directors of the Company or a committee of such Board of Directors comprised of
two or more "Non-Employee Directors" within the meaning of Rule 16b-3(a)(3)
promulgated under the Act (the "Plan Administrator"). Subject to the provisions
of the Plan, the Plan Administrator is authorized to:

            (a)   construe the Plan and any Award under the Plan;

            (b)   select the directors, officers, employees and consultants of
                  any Participating Company to whom Awards may be granted;

            (c)   determine the number of shares of Stock to be covered by any
                  Award;

            (d)   determine and modify from time to time the terms and
                  conditions, including restrictions, of any Award and to
                  approve the form of written instrument evidencing Awards;

            (e)   accelerate at any time the exercisability or vesting of all or
                  any portion of any Award and/or to include provisions in
                  Awards providing for such acceleration;

            (f)   impose limitations on Awards, including limitations on
                  transfer and repurchase provisions;

            (g)   extend the exercise period within which Stock Options may be
                  exercised; and

            (h)   determine at any time whether, to what extent, and under what
                  circumstances Stock and other amounts payable with respect to
                  an Award shall be deferred either automatically or at the
                  election of the participant and whether and to what extent the
                  Company shall pay or credit amounts constituting interest (at
                  rates determined by the Plan Administrator) or dividends or
                  deemed dividends on such deferrals.

The determination of the Plan Administrator on any such matters shall be
conclusive.

Section 3. Delegation of Authority to Grant Awards. In accordance with
applicable laws, the Plan Administrator, in its discretion, may delegate to one
or more executive officers of the Company all or part of the Plan
Administrator's authority and duties with respect to granting Awards and all

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references in the Plan to the "Plan Administrator" shall include such executive
officers to the extent they are acting pursuant to such delegation. The Plan
Administrator may revoke or amend the terms of such a delegation at any time,
but such revocation shall not invalidate prior actions of the executive officers
that were consistent with the terms of the Plan.

Section 4. Eligibility. Awards may only be granted to employees, directors, and
consultants with any member of the Participating Company Group. For purposes of
the foregoing sentence, "employees," "directors" and "consultants" shall include
prospective employees, prospective directors and prospective consultants to whom
Awards are granted in connection with written offers of an employment or other
service relationship with a Participating Company.

Section 5. Shares Subject to the Plan. The number of shares of Stock which may
be issued pursuant to the Plan shall be 13,000,000. For purposes of the
foregoing limitation, the shares of Stock underlying any Awards which are
forfeited, canceled, reacquired by the Company, satisfied without the issuance
of Stock or otherwise terminated (other than by exercise) shall be added back to
the number of shares of Stock available for issuance under the Plan. Stock to be
issued under the Plan may be either authorized and unissued shares or shares
held in treasury by the Company. Notwithstanding the foregoing, on and after the
date that the Plan is subject to Section 162(m) of the Code, Stock Options with
respect to no more than 2,500,000 shares of Stock may be granted to any one
individual participant during any one calendar year period.

Section 6. Stock Options. Options granted pursuant to the Plan may be either
Options which are Incentive Stock Options or Non-Qualified Stock Options.
Incentive Stock Options and Non-Qualified Stock Options shall be granted
separately hereunder. The Plan Administrator, shall determine whether and to
what extent Options shall be granted under the Plan and whether such Options
granted shall be Incentive Stock Options or Non-Qualified Stock Options;
provided, however, that: (i) Incentive Stock Options may be granted only to
employees of the Company or any Subsidiary that is a "subsidiary corporation"
within the meaning of Section 424(f) of the Code; and (ii) No Incentive Stock
Option may be granted following the tenth anniversary of the Effective Date of
the Plan. The provisions of the Plan and any Stock Option Agreement pursuant to
which Incentive Stock Options shall be issued shall be construed in a manner
consistent with Section 422 of the Code (or any successor provision) and rules
and regulations promulgated thereunder.

Section 7. ISO Fair Market Value Limitation. To the extent that Options
designated as Incentive Stock Options (granted under all stock option plans of
the Participating Company Group, including the Plan) become exercisable by a
participant for the first time during any calendar year for Stock having a Fair
Market Value greater than One Hundred Thousand Dollars ($100,000), the portion
of such Options which exceeds such amount shall be treated as Non-Qualified
Stock Options. For purposes of this Section 7, Options designated as Incentive
Stock Options shall be taken into account in the order in which they were
granted, and the Fair Market Value of Stock shall be determined as of the time
the Option with respect to such Stock is granted. If the Code is amended to
provide for a different limitation from that set forth in this Section 7, such
different limitation shall be deemed incorporated herein effective as of the
amendment date and with respect to such Options as required or permitted by such
amendment to the Code. If an Option is treated as an Incentive Stock Option in
part and as a Nonstatutory Stock Option in part by reason of the limitation set
forth in this Section 7, the participant may designate which portion of such

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Option the participant is exercising. In the absence of such designation, the
participant shall be deemed to have exercised the Incentive Stock Option portion
of the Option first. Separate certificates representing each such portion shall
be issued upon the exercise of the Option.

Section 8. Terms of Options. Each Option granted under the Plan shall be
evidenced by an agreement between the Company and the person to whom such Option
is granted (the "Option Agreement") and shall be subject to the following terms
and conditions:

                  8.1 Exercise Price. Subject to adjustment as provided in
Section 11 of this Plan, the price at which each share covered by an Option may
be purchased shall be determined in each case by the Plan Administrator;
provided, however, that such price shall not, in the case of an Incentive Stock
Option, be less than the Fair Market Value of the underlying Stock at the time
the Option is granted. If a participant owns (or is deemed to own under
applicable provisions of the Code and rules and regulations promulgated
thereunder) more than ten percent (10%) of the combined voting power of all
classes of the stock of the Company and an Option granted to such participant is
intended to qualify as an Incentive Stock Option, the Option price shall be no
less than 110% of the Fair Market Value of the Stock covered by the Option on
the date the Option is granted.

                  8.2 Exercise Period. Options shall be exercisable at such time
or times, or upon such event or events, and subject to such terms, conditions,
performance criteria, and restrictions as shall be determined by the Plan
Administrator and set forth in the Option Agreement evidencing such Option;
provided, however, that (i) no Option shall be exercisable after the expiration
of ten (10) years after the date of grant of such Option, (ii) no Incentive
Stock Option granted to a participant who owns more than 10% of the combined
voting power of all classes of stock of the Company (or any parent or subsidiary
of the Company) shall be exercisable after the expiration of five (5) years
after the date of grant of such Option, and (iii) no Option granted to a
prospective employee, prospective consultant or prospective director may become
exercisable prior to the date on which such person commences Service with the
Participating Company. Subject to the foregoing, unless otherwise specified by
the Option Agreement evidencing the Option, any Option granted hereunder shall
have a term of ten (10) years from the effective date of grant of the Option.

                  8.3 Effect of Termination of Service. Unless otherwise
provided in such participant's Option Agreement:

                  (i)   Death. If a participant shall cease to perform Service
                        as a result of such participant's death, any Options
                        then exercisable shall be exercisable until the earlier
                        to occur of one year anniversary of the participant's
                        death or the expiration of the Option Period and only by
                        the participant's personal representative or persons
                        entitled thereto under the participant's will or the
                        laws of descent and distribution.

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                  (i)   Termination of Service. If a participant shall cease to
                        perform Service to any member of the Participating
                        Company Group, all Options to which the participant is
                        then entitled to exercise may be exercised until the
                        earlier to occur of the three month anniversary of the
                        participant's termination of Service or the expiration
                        of the Option Period or, if such termination was due to
                        disability or retirement (as hereinafter defined), until
                        the earlier to occur of the one year anniversary of the
                        participant's termination of Service or the expiration
                        of the Option Period. Notwithstanding the foregoing, in
                        the event that any termination of Service shall be for
                        "Cause" (as defined herein), then any and all Options
                        held by such participant shall forthwith terminate upon
                        such termination of Service. For purposes of the Plan,
                        "retirement" shall mean the termination of employment
                        with the Participating Company Group, other than for
                        Cause, at any time under circumstances which would
                        entitle such participant to other retirement benefits
                        provided by the Participating Company to whom the
                        participant was providing Service immediately prior to
                        the termination of Service or such other circumstances
                        that the Plan Administrator concludes should be deemed a
                        retirement.

                  (ii)  Limitation on Shares. The Option may not be exercised
                        for more shares (subject to adjustment as provided in
                        Section 11) after the termination of the participant's
                        Service than the participant was entitled to purchase
                        thereunder at the time of the termination of such
                        relationship.

                  8.4 Payment of Exercise Price. The Option exercise price of
each share purchased pursuant to an Option shall be paid in full at the time of
each exercise (the "Payment Date") of the Option (i) in cash; (ii) by delivering
to the Company a notice of exercise with an irrevocable direction to a
broker-dealer registered under the Act to sell a sufficient portion of the
shares and deliver the sale proceeds directly to the Company to pay the exercise
price; (iii) in the discretion of the Plan Administrator, through the delivery
to the Company of previously-owned shares of Common Stock having an aggregate
Fair Market Value equal to the Option exercise price of the shares being
purchased pursuant to the exercise of the Option; provided, however, that shares
of Common Stock delivered in payment of the Option price must have been held by
the participant for at least six (6) months in order to be utilized to pay the
Option price; (iv) in the discretion of the Plan Administrator, by an election
to have the Company withhold shares otherwise issuable to the participant having
a Fair Market Value equal to the Option exercise price of the shares being
purchased pursuant to the exercise of the Option; or (v) in the discretion of
the Plan Administrator, through any combination of the payment procedures set
forth in subsections (i)-(iv)

                  8.5 Nontransferability of Options. No Option shall be
assignable or transferable other than by the laws of descent and distribution.
During the lifetime of the participant, an Option shall be exercisable only by
the participant or, in the event of the participant's incapacity, by the
participant's legal guardian or legal representative.

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Section 9.    Stock Awards.

              (a) The Plan Administrator may grant Stock Awards to any officer,
                  employee or consultant with any member of the Participating
                  Company Group. A Stock Award entitles the recipient to acquire
                  shares of Stock subject to such restrictions and conditions as
                  the Plan Administrator may determine at the time of grant
                  ("Stock Award"). Conditions may be based on continuing
                  employment (or other business relationship) and/or achievement
                  of pre-established performance goals and objectives.

              (b) Upon execution of a written instrument setting forth the Stock
                  Award and paying any applicable purchase price, a participant
                  shall have the rights of a shareholder with respect to the
                  Stock subject to the Stock Award, including, but not limited
                  to the right to vote and receive dividends with respect
                  thereto; provided, however, that shares of Stock subject to
                  Stock Awards that have not vested shall be subject to the
                  restrictions on transferability described in Section 9(d)
                  below. Unless the Plan Administrator shall otherwise
                  determine, certificates evidencing the Stock Awards shall
                  remain in the possession of the Company until such Stock is
                  vested as provided in Section 9(c) below.

              (c) The Plan Administrator at the time of grant shall specify the
                  date or dates and/or the attainment of pre-established
                  performance goals, objectives and other conditions on which
                  Stock shall become vested, subject to such further rights of
                  the Company or its assigns as may be specified in the
                  instrument evidencing the Stock Award. If the participant or
                  the Company, as the case may be, fails to achieve the
                  designated goals or the participant's relationship with the
                  Company is terminated prior to the expiration of the vesting
                  period, the participant shall forfeit all shares of Stock
                  subject to the Stock Award which have not then vested.

              (d) Unvested Stock may not be sold, assigned transferred, pledged
                  or otherwise encumbered or disposed of except as specifically
                  provided herein or in the written instrument evidencing the
                  Stock Award.

Section 10.   Tax Withholding.

              (a) Whenever shares of Stock or Options are to be issued or cash
                  is to be paid under the Plan, under circumstances in which the
                  Plan Administrator believes that any federal, state or local
                  tax withholding may be imposed, the Company or Subsidiary, as
                  the case may be, shall have the right to require the
                  participant to remit to the Company or Subsidiary, as the case
                  may be, an amount sufficient to satisfy the minimum federal,
                  state and local tax withholding requirements prior to the
                  delivery of any certificate for shares or any proceeds;
                  provided, however, that in the case of a participant who
                  receives an Award of Stock under the Plan which is not fully
                  vested, the participant shall remit such amount on the first

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                  business day following the Tax Date. The "Tax Date" for
                  purposes of this Section 10 shall be the date on which the
                  amount of tax to be withheld is determined. If a participant
                  makes a disposition of Stock acquired upon the exercise of an
                  Incentive Stock Option within either two years after the
                  Option was granted or one year after its exercise by the
                  participant, the participant shall promptly notify the Company
                  and the Company shall have the right to require the
                  participant to pay to the Company an amount sufficient to
                  satisfy federal, state and local tax withholding requirements.

              (b) A participant who is obligated to pay the Company an amount
                  required to be withheld under applicable tax withholding
                  requirements may pay such amount (i) in cash; (ii) in the
                  discretion of the Plan Administrator, through the delivery to
                  the Company of previously-owned shares of Stock having an
                  aggregate Fair Market Value on the Tax Date equal to the tax
                  obligation provided that the previously owned shares delivered
                  in satisfaction of the withholding obligations must have been
                  held by the participant for at least six (6) months; (iii) in
                  the discretion of the Plan Administrator, through an election
                  to have the Company withhold shares of Stock otherwise
                  issuable to the participant having a Fair Market Value on the
                  Tax Date equal to the amount of tax required to be withheld,
                  or (iv) in the discretion of the Plan Administrator, through a
                  combination of the procedures set forth in subsections (i),
                  (ii) and (iii) of this Section 10(b).

              (c) An election by a participant to have shares of Stock withheld
                  to satisfy federal, state and local tax withholding
                  requirements pursuant to Section 10(b) must be in writing and
                  delivered to the Company prior to the Tax Date.

Section 11.   Adjustment of Number and Price of Shares.

              Any other provision of the Plan notwithstanding:

              (a) If, through or as a result of any merger, consolidation, sale
                  of all or substantially all of the assets of the Company,
                  reorganization, recapitalization, reclassification, stock
                  dividend, stock split, reverse stock split or other similar
                  transaction, the outstanding shares of Stock are increased or
                  decreased or are exchanged for a different number or kind of
                  shares or other securities of the Company, or additional
                  shares or new or different shares or other securities of the
                  Company or other non-cash assets are distributed with respect
                  to such shares of Stock or other securities, the Plan
                  Administrator shall make an appropriate or proportionate
                  adjustment in (i) the number of Stock Options that can be
                  granted to any one individual participant, (ii) the number and
                  kind of shares or other securities subject to any then
                  outstanding Awards under the Plan, and (iii) the price for
                  each share subject to any then outstanding Stock Options under
                  the Plan, without changing the aggregate exercise price (i.e.,
                  the exercise price multiplied by the number of shares) as to
                  which such Stock Options remain exercisable. The adjustment by
                  the Plan Administrator shall be final, binding and conclusive.

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              (b) In the event that, by reason of a corporate merger,
                  consolidation, acquisition of property or stock, separation,
                  reorganization or liquidation, the Board of Directors shall
                  authorize the issuance or assumption of a stock Option or
                  stock Options in a transaction to which Section 424(a) of the
                  Code applies, then, notwithstanding any other provision of the
                  Plan, the Plan Administrator may grant an Option or Options
                  upon such terms and conditions as it may deem appropriate for
                  the purpose of assumption of the old Option, or substitution
                  of a new Option for the old Option, in conformity with the
                  provisions of Code Section 424(a) and the rules and
                  regulations thereunder, as they may be amended from time to
                  time.

              (c) No adjustment or substitution provided for in this Section 11
                  shall require the Company to issue or to sell a fractional
                  share under any Option Agreement or share award agreement and
                  the total adjustment or substitution with respect to each
                  stock Option and share award agreement shall be limited
                  accordingly.

              (d) In the case of (i) the dissolution or liquidation of the
                  Company, (ii) a merger, reorganization or consolidation in
                  which the Company is acquired by another person or entity
                  (other than a holding company formed by the Company), (iii)
                  the sale of all or substantially all of the assets of the
                  Company to an unrelated person or entity, or (iv) the sale of
                  all of the stock of the Company to a unrelated person or
                  entity (in each case, a "Fundamental Transaction"), the Plan
                  and all Awards granted hereunder shall terminate, unless
                  provision is made in connection with the Fundamental
                  Transaction for the assumption of the Awards heretofore
                  granted, or the substitution of such Awards with new awards of
                  the successor entity, with appropriate adjustment as to the
                  number and kind of shares and, if appropriate, the per share
                  exercise price as provided in Subsections (a) and (b) of this
                  Section 11. In the event of such termination and in the event
                  the Board does not provide for the Cash Payment described in
                  Subsection (e) of this Section each participant shall be
                  notified of such proposed termination and permitted to
                  exercise for a period of at least 15 days prior to the date of
                  such termination all Options held by such participant which
                  are then exercisable.

              (e) In the event that the Company shall be merged or consolidated
                  with another corporation or entity, other than a corporation
                  or entity which is an "affiliate" of the Company. under the
                  terms of which holders of Stock of the Company will receive
                  upon consummation thereof a cash payment for each share of
                  Stock of the Company surrendered pursuant to such Business
                  Combination (the "Cash Purchase Price"), the Board of
                  Directors may provide that all outstanding Options shall
                  terminate upon consummation of such transaction and each
                  participant shall receive, in exchange therefor, a cash

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                  payment equal to the amount (if any) by which (i) the Cash
                  Purchase Price multiplied by the number of shares of Stock of
                  the Company subject to outstanding Options held by such
                  participant exceeds (ii) the aggregate exercise price of such
                  Options.

Section 12.   Change in Control.

              (a) Unless otherwise provided in such participant's Option
                  Agreement, agreements relating to Stock Awards or in a written
                  employment or other agreement directly addressing the same
                  subject matter as addressed below, in the event that the Plan
                  is terminated as a result of or following a Change in Control
                  (as defined herein), all vested Options and Stock Awards then
                  outstanding at the time of such Plan termination may be
                  exercised for a period of thirty (30) days from the date of
                  notice of the proposed termination. In such event, all
                  participants shall be credited with an additional six (6)
                  months of service for the purpose of any otherwise unvested
                  Options and Stock Awards. Upon a Change in Control in which
                  the Plan is either assumed or otherwise not subject to
                  termination, if during the remaining term of such a
                  participant's Options or Stock Awards, the participant is
                  terminated other than for Cause, the participant will, at the
                  time of such termination, be credited with an additional six
                  (6) months of service for the purpose of any otherwise
                  unvested Options and Stock Awards; however, in the event of a
                  termination for Cause, all Options shall immediately terminate
                  and all unvested portions of Stock Awards shall immediately
                  terminate.

              (b) As used herein, a "Change in Control" shall be deemed to have
                  occurred if: (i) any "person" (as such term is used in Section
                  13(d) and 14(d) of the Exchange Act) acquires "beneficial
                  ownership" (as defined in Rule 13d-3 under the Exchange Act),
                  directly or indirectly, of securities of the Company
                  representing fifty percent (50%) or more of the voting power
                  of the then outstanding securities of the Company except where
                  the acquisition is approved by the Board; or (ii) if the
                  Company is to be consolidated with or acquired by another
                  entity in a merger or other reorganization in which the
                  holders of the outstanding voting stock of the Company
                  immediately preceding the consummation of such event, shall,
                  immediately following such event, hold, as a group, less than
                  a majority of the voting securities of the surviving or
                  successor entity or in the event of a sale of all or
                  substantially all of the Company's assets or otherwise.

              (c) Notwithstanding anything in the Plan to the contrary, the
                  acceleration of vesting and exercisability provided by
                  Subsection (a) of this Section shall not occur in the event
                  that such acceleration would make the transaction causing the
                  Change in Control to be ineligible for pooling of interests
                  accounting treatment, provided pooling of interest treatment
                  is then still available and, in the absence of such
                  acceleration, the transaction would qualify for such treatment
                  and the Company intends to use such treatment with respect to
                  such transaction.

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Section 13. No Right to Future Employment. Nothing contained in the Plan nor in
any Award agreement shall confer upon any participant any right with respect to
the continuance of employment by the Company nor interfere in any way with the
right of the Company to terminate his employment or change his compensation at
any time.

Section 14. Amendment and Discontinuance. The Board of Directors may alter,
amend, suspend or discontinue the Plan, provided that no such action shall
deprive any person without such person's consent of any rights theretofore
granted pursuant hereto.

Section 15. Compliance with Section 16. With respect to persons subject to
Section 16 of the Act, transactions under this Plan are intended to comply with
all applicable conditions of Rule 16b-3 (or its successor rule and shall be
construed to the fullest extent possible in a manner consistent with this intent
). To the extent that any Award fails to so comply, it shall be deemed to be
modified to the extent permitted by law and to the extent deemed advisable by
the Plan Administrator in order to comply with Rule 16b-3.

Section 16. Compliance with Governmental Regulations. Notwithstanding any
provision of the Plan or the terms of any agreement entered into pursuant to the
Plan, the Company shall not be required to issue any shares of Stock hereunder
prior to registration of the shares subject to the Plan under the Securities Act
of 1933 or the Act, if such registration shall be necessary, or before
compliance by the Company or any participant with any other provisions of either
of those acts or of regulations or rulings of the Securities and Exchange
Commission thereunder, or before compliance with other federal and state laws
and regulations and rulings thereunder, including the rules any applicable
exchange or of the Nasdaq Stock Market. The Company shall use its best efforts
to effect such registrations and to comply with such laws, regulations and
rulings forthwith upon advice by its counsel that any such registration or
compliance is necessary.

Section 17. Participation by Foreign Nationals. The Plan Administrator may, in
order to fulfill the purposes of the Plan and without amending the Plan, modify
grants to foreign nationals or United States citizens employed abroad in order
to recognize differences in local law, tax policy or custom.

Section 18. Effective Date of Plan - Shareholder Approval. The Plan was approved
by the Board and became effective on June 1, 2000. Those provisions of the Plan
that for federal tax purposes require approval of the stockholders of the
Company (i.e., the granting of incentive stock options) shall not become
effective until adopted by the stockholders, however, the Company reserves the
right to grant Incentive Stock Options provided stockholder approval is secured
within one (1) year from the date thereof. In the event Incentive Stock Options
are granted and Stockholder approval is not timely secured, such Options shall
remain in full force and effect, however, shall automatically convert to
Non-Qualified Options.

Section 19. Governing Law. The Plan shall be governed by the internal laws of
the State of Delaware without giving effect to its choice of law provisions.
Unless otherwise provided in an Option Agreement or Award Agreement, Awards
shall be governed by the same laws as the Plan.


As amended by the Board of Directors on March 25, 2002, March 25, 2003 and March
11, 2004.


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