THE 1999 BENEFIT PLAN
                                       OF
                              LEARNER'S WORLD, INC.





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                    THE 1999 BENEFIT PLAN OF Learner's World, Inc.

                  Learner's World, Inc., a New York corporation (the "Company"),
hereby adopts The 1999 BENEFIT PLAN OF LEARNER'S  WORLD,  INC.'S  EMPLOYEES (THE
"PLAN") THIS 19TH day of November  1999.  Under the Plan,  the Company may issue
shares of the  Company's  common stock or grant options to acquire the Company's
common stock,  par value $0.0001 (the "Stock"),  from time to time to employees,
directors, officers, consultants or advisors of the Company or its subsidiaries,
all on the terms and conditions set forth herein. In addition, at the discretion
of the Board of  Directors,  Shares may from time to time be granted  under this
Plan to other individuals,  including consultants or advisors, who contribute to
the  success of the Company or its  subsidiaries  but are not  employees  of the
Company or its subsidiaries,  provided that bona fide services shall be rendered
by consultants and advisors and such services must not be in connection with the
offer or sale of securities in a capital-raising transaction.

         1.  PURPOSE OF THE PLAN.  The Plan is  intended  to aid the  Company in
maintaining and developing a management team,  attracting qualified officers and
employees  capable of assuring the future success of the Company,  and rewarding
those  individuals  who have  contributed  to the  success of the  Company.  The
Company has designed this Plan to aid it in retaining the services of executives
and employees and in attracting new personnel when needed for future  operations
and growth and to provide such personnel  with an incentive to remain  employees
of the  Company,  to use their  best  efforts  to  promote  the  success  of the
Company's  business,  and to  provide  them  with an  opportunity  to  obtain or
increase a  proprietary  interest in the Company.  It is also designed to permit
the Company to reward those individuals who are not employees of the Company but
who  management  perceives to have  contributed to the success of the Company or
who are important to the continued  business and operations of the Company.  The
above goals will be achieved through the granting of Shares.

         2.  ADMINISTRATION  OF THIS PLAN.  Administration of this Plan shall be
determined  by the  Company's  Board of  Directors  (the  "Board").  Subject  to
compliance  with  applicable  provisions  of the  governing  law,  the Board may
delegate  administration  of this Plan or  specific  administrative  duties with
respect  to this Plan on such  terms and to such  committees  of the Board as it
deems  proper  (hereinafter  the  Board  or its  authorized  committee  shall be
referred to as "Plan  Administrators").  The  interpretation and construction of
the terms of this  Plan by the Plan  Administrators  thereof  shall be final and
binding on all participants in this Plan absent a showing of demonstrable error.
No member of the Plan  Administrators  shall be liable for any  action  taken or
determination  made in good faith with respect to this Plan. Any shares approved
by a majority  vote of those Plan  Administrators  attending a duly and properly
held  meeting  shall be valid.  Any shares  approved by the Plan  Administrators
shall be approved as specified by the Board at the time of delegation.

         3.  SHARES OF STOCK  SUBJECT  TO THIS PLAN.  The total  value of shares
issues  pursuant  to this Plan  shall not  exceed a value of  greater  then Five
Hundred Thousand dollars ($500,000). If any right to acquire Stock granted under
this Plan is exercised by the delivery of shares of Stock or the  relinquishment
of rights to shares of Stock, only the net shares of Stock issued (the shares of
stock issued less the shares of Stock surrendered) shall count against the total
number and value of shares reserved for issuance under the terms of this Plan.

         4.   RESERVATION OF STOCK ON GRANTING OF RIGHTS.  At the time any right
is granted under  the  terms of this Plan, the Company will reserve for issuance


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the  number  of  shares of Stock  subject  to such  right  until  that  right is
exercised or expires.  The Company may reserve  either  authorized  but unissued
shares or issued shares reacquired by the Company.

         5. ELIGIBILITY.  The Plan Administrators may grant shares to employees,
officers, and directors of the Company and its subsidiaries,  as may be existing
from time to time, and to other individuals who are not employees of the Company
or its  subsidiaries,  including  consultants  and advisors,  provided that such
consultants  and  advisors  render  bona fide  services  to the  Company  or its
subsidiaries  and such services are not rendered in connection with the offer or
sale of  securities  in a  capital-raising  transaction.  In any case,  the Plan
Administrators  shall  determine,  based on the  foregoing  limitations  and the
Company's best interests, which employees, officers, directors,  consultants and
advisors  are  eligible  to  participate  in this Plan.  Shares  shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan  Administrators,  all as may be within the  provisions of
this Plan.

         6.       TERMS OF GRANTS AND CERTAIN LIMITATIONS ON RIGHT TO EXERCISE.

                  a. Each right to shares may its terms  established by the Plan
                  Administrators at the time the right is granted.

                  b. The terms of the right, once it is granted,  may be reduced
                  only as  provided  for in this  Plan  and  under  the  express
                  written provisions of the grant.

                  c.  Unless  otherwise  specifically  provided  by the  written
                  provisions of the grant or required by  applicable  disclosure
                  or other legal requirements  promulgated by the Securities and
                  Exchange  Commission  ("SEC"),  no participant of this Plan or
                  his or her legal representative,  legatee, or distributee will
                  be, or shall be deemed to be, a holder of any  shares  subject
                  to any right unless and until such  participant  exercises his
                  or her right to acquire all or a portion of the Stock  subject
                  to the right and delivers any  required  consideration  to the
                  Company  in  accordance  with the  terms of this Plan and then
                  only as to the number of shares of Stock  acquired.  Except as
                  specifically   provided   in  this   Plan   or  as   otherwise
                  specifically  provided by the written provisions of any grant,
                  no adjustment to the exercise price or the number of shares of
                  Stock  subject  to the grant  shall be made for  dividends  or
                  other rights for which the record date is prior to the date on
                  which  the  Stock  subject  to the  grant is  acquired  by the
                  holder.

                  d. Rights  shall vest and become  exercisable  at such time or
                  times  and on  such  terms  as  the  Plan  Administrators  may
                  determine at the time of the grant of the right.

                  e. Grants may contain such other provisions, including further
                  lawful  restrictions  on the vesting and exercise of the grant
                  as the Plan Administrators may deem advisable.

                  f. In  no event may an grant be exercised after the expiration
                  of its term.

                  g. Grants  shall  be  non-transferable,  except by the laws of
                  descent and distribution.

         7.       EXERCISE PRICE.   The Plan  Administrators shall establish the
exercise price payable to the Company for shares to be obtained  pursuant to any

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purchase  options which  exercise  price may be amended from time to time as the
Plan Administrators shall determine.

         8.  PAYMENT OF EXERCISE  PRICE.  The  exercise  of any option  shall be
contingent on receipt by the Company of the exercise  price paid in either cash,
certified or personal check payable to the Company.

         9.  WITHHOLDING.  If the grant or  exercise  of any right is subject to
withholding  or other trust fund payment  requirements  of the Internal  Revenue
Code of 1986, as amended (the "Code"),  or applicable  state or local laws,  the
Company will initially pay the  recipient's  liability and will be reimbursed by
that person no later than six months after such liability arises and such person
hereby agrees to such reimbursement terms.

         10. DILUTION OR OTHER ADJUSTMENT. The shares of Common Stock subject to
this  Plan  and the  exercise  price  of  outstanding  options  are  subject  to
proportionate adjustment in the event of a stock dividend on the Common Stock or
a change in the number of issued  and  outstanding  shares of Common  Stock as a
result of a stock split, consolidation, or other recapitalization.  The Company,
at  its  option,  may  adjust  the  grants  and  rights  made  hereunder,  issue
replacements, or declare grants void.

         11. OPTIONS TO FOREIGN NATIONALS. The Plan Administrators may, in order
to  fulfill  the  purpose of this Plan and  without  amending  this Plan,  grant
Options to foreign  nationals or individuals  residing in foreign countries that
contain provisions, restrictions, and limitations different from those set forth
in this  Plan  and the  Options  made to  United  States  residents  in order to
recognize  differences among the countries in law, tax policy, and custom.  Such
grants shall be made in an attempt to give such individuals essentially the same
benefits as contemplated  by a grant to United States  residents under the terms
of this Plan.

         12. LISTING AND REGISTRATION OF SHARES.  Each grant shall be subject to
the requirement that if at any time the Plan Administrators shall determine,  in
their sole discretion,  that it is necessary or desirable to list, register,  or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental  agency or
regulatory  body as a condition of, or in connection  with, the granting of such
rights or the issuance or purchase of shares  thereunder,  such right may not be
exercised  in whole or in part  unless  and until  such  listing,  registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.

         13. EXPIRATION AND TERMINATION OF THIS PLAN. This Plan may be abandoned
or terminated at any time by the Plan Administrators  except with respect to any
rights then outstanding under this Plan. This Plan shall otherwise  terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the 1.5 millionth share is issued hereunder.

         14. AMENDMENT OF THIS PLAN. This Plan may not be amended more than once
during any six month  period,  other than to comport with changes in the Code or
the  Employee  Retirement  Income  Security  Act or the  rules  and  regulations
promulgated  thereunder.  The Plan Administrators may modify and amend this Plan
in any  respect;  provided,  however,  that  to the  extent  such  amendment  or
modification  would  cause  this Plan to no longer  comply  with the  applicable
provisions of the Code governing  incentive stock options as they may be amended
from time to time, such amendment or modification  shall also be approved by the
shareholders of the Company.



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               ATTEST:



           /S/ SALVATORE CASACCIO
         -----------------------------
         Salvatore Casaccio, President

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