<PAGE>

                                                                   Exhibit 10.25

                               OPUS360 CORPORATION

                 2000 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

            (As Adopted By the Board of Directors on March 16, 2000)

     1. PURPOSE OF THIS PLAN.

                  The purpose of this OPUS360 CORPORATION 2000 NON-EMPLOYEE
DIRECTORS' STOCK OPTION PLAN (this "PLAN") is to further the promote the success
of OPUS360 CORPORATION, a Delaware corporation (the "COMPANY"), by encouraging
the attraction and retention of Non-Employee Directors (as defined in SECTION 4)
of the Company. This Plan seeks to achieve this purpose by providing for
automatic, non-discretionary grants of options (collectively, the "OPTIONS") to
Non-Employee Directors upon the terms and conditions set forth herein. All
Options granted under this Plan shall be non-qualified stock options (each, a
"NSO") NOT intended to qualify under Section 422 of the Internal Revenue Code of
1986, as amended (the "CODE").

     2. ADMINISTRATION OF THIS PLAN.

          (a) BOARD OF DIRECTORS. This Plan shall be administered by the Board
of Directors of the Company (the "BOARD").

          (b) POWERS OF THE BOARD. Except as otherwise expressly provided in
this Plan, the Board shall have all powers with respect to the administration of
this Plan, including, without limitation, full power and authority to (i) to
determine, upon review of relevant information and in accordance with SECTION
6(b) of this Plan, the fair market value of the Common Stock, (ii) to interpret
the provisions of this Plan, any Option Agreement (as defined in SECTION 5(c))
and any other agreement or document executed pursuant to this Plan, (iii)
resolve all questions arising under this Plan, any Option Agreement and any
other such agreement or plan, (iv) correct any defect, supply any omission or
reconcile any inconsistency in or among this Plan, any Option or any Option
Agreement, (v) grant waivers of Plan or Option conditions and (vi) make all
other determinations necessary or advisable for the administration of this Plan.
All decisions of the Board shall be conclusive and binding on all participants
in this Plan.

     3. SHARES OF STOCK SUBJECT TO THIS PLAN.

          (a) NUMBER OF AVAILABLE SHARES. Subject to the provisions of SECTION 9
(relating to adjustments upon changes in capital structure and other corporate
transactions) and the further provisions of this SECTION 3(a), the number of
shares of Common Stock available at any one time for issuance upon the exercise
of Options granted under this Plan shall not exceed 1,125,000 shares of Common
Stock (without making any adjustment under this Plan or otherwise for any stock
split, stock dividend or similar recapitalization event occurring on or prior to
the Effective Date (as defined in SECTION 11)). If, and to the extent that, (i)
Options granted under this Plan terminate, expire or are canceled without having
been fully exercised, new Options may be granted under this Plan for the shares
of Common Stock constituting the unexercised portion of


<PAGE>


such terminated, expired or canceled Options, and (ii) any shares of Common
Stock issued upon the exercise of Options granted under this Plan are forfeited
to or repurchased by the Company, new Options may be granted under this Plan for
up to an equivalent number of shares of Common Stock (but, in the case of any
such repurchased share, only if such share is repurchased for consideration not
greater than the purchase price for such share specified in the applicable
Option).

          (b) CHARACTER OF SHARES. The shares of Common Stock issuable upon the
exercise of an Option granted under this Plan shall be (i) authorized but
unissued shares of Common Stock, (ii) shares of Common Stock held in the
Company's treasury or (iii) a combination of the foregoing.

          (c) RESERVATION OF SHARES. The number of shares of Common Stock
reserved for issuance under this Plan shall at no time be less than the maximum
number of shares of Common Stock which may be purchased at any time pursuant to
outstanding Options.

     4. ELIGIBILITY.

                  An Option shall be granted pursuant to SECTION 5 of this Plan
only to each director of the Company (each, a "NON-EMPLOYEE DIRECTOR") who, as
of the date of the grant of such Option pursuant to such Section, is not an
employee of the Company or any of its Subsidiaries (as defined below) and has
not been such an employee at any time during the 12-month period immediately
prior to such date. For purposes of this Plan, the term "SUBSIDIARY" means
"SUBSIDIARY CORPORATION" as defined in Section 424(f) of the Code.

     5. GRANT OF OPTIONS.

          (a) AUTOMATIC, NONDISCRETIONARY GRANTS. Subject to the provisions of
SECTION 5(b), all grants of Options hereunder shall be automatic and
nondiscretionary and shall be made to Non-Employee Directors (each, an
"Optionee" and collectively, the "OPTIONEES") as follows:

                    (i) Each person who, on or after the Effective Date, is
               elected or appointed a director of the Corporation for the first
               time, whether by reason of his or her election or appointment to
               such position by the stockholders of the Company or the Board,
               and who qualifies as a Non-Employee Director on the date of such
               election or appointment (after giving effect to such election or
               appointment) shall be automatically granted an Option pursuant to
               this SECTION 5(a) on the date of such election or appointment to
               purchase up to 12,000 shares (without making any adjustment under
               this Plan or otherwise for any stock split, stock dividend or
               similar recapitalization event occurring on or prior to the
               Effective Date) of Common Stock, subject to the terms and
               conditions set forth in this Plan.

                    (ii) On the date of each annual meeting of the stockholders
               of the Company, commencing with the year 2001, each Non-Employee
               Director (determined immediately after the consummation of such
               annual meeting) who was not elected or appointed to the position
               of director of the Company at any time during the 12-month period
               immediately prior to such date shall be automatically granted an
               Option pursuant to this SECTION 5(b) on the date of such meeting
               to purchase up to 12,000 shares (without


                                       2
<PAGE>


               making any adjustment under this Plan or otherwise for any stock
               split, stock dividend or similar recapitalization event occurring
               on or prior to the Effective Date) of Common Stock, subject to
               the terms and conditions set forth in this Plan.

          (b) REDUCTION OF GRANTS. Notwithstanding anything to the contrary
contained in this Plan, if the grant on any single date of one or more Options
pursuant to any provision of SECTION 5 (collectively, the "ADDITIONAL OPTIONS")
would result in the number of shares of Common Stock issuable upon the exercise
of outstanding Options granted under this Plan to exceed the aggregate number of
shares of Common Stock available at any one time for issuance pursuant to
SECTION 3(a) upon the exercise of Options granted under this Plan, then the
number of shares of Common Stock subject to each such Additional Option shall be
permanently reduced to such number which equals the quotient (rounded down to
the nearest integer) obtained by dividing (i) the aggregate number of shares of
Common Stock available at any one time for issuance pursuant SECTION 3(a) which
are not already subject to issuance upon the exercise of outstanding Options
(before giving effect to the grant of the Additional Options on such date), by
(ii) the number of Additional Options to be granted on such date. In such case,
each Optionee to whom such an Additional Option was granted shall NOT be
entitled to any additional Options under this Plan to take into account the
reduction pursuant to this SECTION 5(b) in the number of shares of Common Stock
subject to such Additional Option and any further grants of Options pursuant to
SECTION 5 to Non-Employee Directors shall be deferred until such time, if any,
as additional shares of Common Stock become available for issuance pursuant to
SECTION 3(a).

          (c) OPTION AGREEMENTS. Each Option granted under this Plan shall be
designated by the Board as a NSO. In addition, each Option shall be evidenced by
a written agreement (each, an "OPTION AGREEMENT") containing such terms and
conditions and in such form, not inconsistent with this Plan, as the Board
shall, in its discretion, provide. Each Option Agreement shall be executed by
the Company and the Optionee.

          (d) NO EVIDENCE OF CONTINUED SERVICE. Nothing contained in this Plan
or in any Option Agreement shall confer upon any Optionee any right with respect
to the continuation of such Optionee's service as a director of the Company or
the nomination of such Optionee as a director of the Company or interfere in any
way with any rights which such Optionee or the Company may have to terminate
such Optionee's service as a director of the Company at any time.

          (e) DATE OF GRANT. The date of grant of an Option under this Plan
shall be the date specified in SECTION 5 for the grant of such Option.

     6. OPTION PRICE.

          (a) GENERAL. Subject to SECTION 9, the price (the "OPTION PRICE") at
which each share of Common Stock subject to an Option granted under this Plan
(each, an "OPTION SHARE") may be purchased shall be the Fair Market Value (as
determined in accordance with SECTION 6(b)) of a share of Common Stock on the
date of grant of such Option under this Plan.

          (b) DETERMINATION OF FAIR MARKET VALUE. For purposes of this Plan, the
"FAIR MARKET VALUE" of a share of Common Stock, as of any date, shall be
determined as follows:


                                       3
<PAGE>


                    (i) if the Common Stock is a class of securities then listed
               or admitted to trading on any national securities exchange or
               traded on any national market system (including, but not limited
               to, The Nasdaq National Market), the closing sale price of the
               Common Stock on such date or, if no such sale takes place on such
               date, the average of the closing bid and ask prices for Common
               Stock on such date, in each case as officially reported on the
               principal national securities exchange or national market system
               on which such securities are then listed, admitted to trading or
               traded;

                    (ii) if the Common Stock is not a class of securities then
               listed or admitted to trading on any national securities exchange
               or traded on any national market system, or else if no closing
               sale price or closing bid and ask prices thereof are then so
               reported by any such exchange or system, the average of the
               reported closing bid and ask prices for the Common Stock in the
               over-the-counter market on such date as shown by the NASD
               automated quotation system, or if the Common Stock is not a class
               of securities then quoted on such system, as published by the
               National Quotation Bureau, Incorporated or any similar successor
               organization, and in either case as reported by any member firm
               of the New York Stock Exchange selected by the Company; and

                    (iii) if the Common Stock is not of a class of securities
               then listed or admitted to trading on any national securities
               exchange or traded on any national market system, or else if no
               closing sale price or closing bid and ask prices for the Common
               Stock are then so reported by such exchange or system, or else if
               no closing bid and ask prices for the Common Stock are then so
               quoted or published in the over-the-counter market, the fair
               value of such share of Common Stock on such date, which shall be
               determined in good faith by the Board.

     7. EXERCISABILITY OF OPTIONS.

          (a) VESTING OF THE OPTIONS.

                    (i) Each Option granted under this Plan shall vest and
               become exercisable on a cumulative basis as to one-third of the
               related Option Shares upon each of the first, second and third
               12-month anniversaries of the date of grant of such Option
               pursuant to this Plan. Unless otherwise provided by the Board
               pursuant to SECTION 7(a)(iii), (i) only the vested portion of an
               Option granted under this Plan shall be exercisable as to any
               related Option Shares and (ii) an Optionee shall be vested as to
               any Option Shares issued upon the exercise of an Option granted
               to such Optionee under this Plan.

                    (ii) Upon the occurrence of a Change of Control (as defined
               below), each Option granted under this Plan shall vest and become
               exercisable as to all of the unvested Option Shares covered
               thereby, so that such Option at such time shall become vested and
               exercisable as to all of the Option Shares covered thereby.

                    (iii) With respect to any Option, the Board may, at any time
               prior to the complete termination of such Option, accelerate the
               vesting and exercise date(s) of such Option (subject, in the sole
               discretion of the Board, to the continuation of the vesting of
               the related Option Shares) or continue the vesting and
               exercisability (whether before, on


                                       4
<PAGE>


               or after the date of Termination of the Optionee to whom such
               Option is granted) of all or a portion of such Option and/or the
               related Option Shares.

                    (iv) The Board may, in its discretion, amend any term or
               condition of an outstanding Option, provided (i) such term or
               condition as amended is permitted by this Plan and (ii) any such
               amendment shall be made only with the consent of the Optionee to
               whom the Option was granted, or in the event of the death of the
               Optionee, the Optionee's Representatives (as defined in SECTION
               10(d)), if the amendment is materially adverse to the Optionee.

                    (v) For purposes of this Plan, the term "CHANGE OF CONTROL"
               shall be deemed to have occurred upon the first to occur of any
               of the following events: (x) the consummation of the merger or
               consolidation of the Company with or into another entity, other
               than a merger or consolidation in which persons (as such term is
               used in Sections 13(d) and 14(d)(2) of the Securities Exchange
               Act of 1934, as amended (the "1934 Act")), who or which are the
               beneficial owners (within the meaning of Rule 13d-3 under the
               1934 Act), directly or indirectly, of securities of the Company
               immediately prior to the consummation of such merger or
               consolidation representing more than 50% of the combined voting
               power of the securities of the Company entitled to vote generally
               in the election of directors of the Company, are the beneficial
               owners, directly or indirectly, of securities of the surviving or
               resulting entity immediately after the consummation of such
               merger or consolidation representing more than 50% of the
               combined voting power of the securities of such entity entitled
               to vote generally in the election of directors of such entity
               (or, in the absence of a board of directors, members of the
               equivalent governing body of such entity), (y) the consummation
               of the sale of all or substantially all of the assets of the
               Company (in one or a series of related transactions), other than
               to a wholly owned Subsidiary of the Company, or (z) a change in
               the composition of the Board during any 12-month period such that
               the directors of the Company who at the beginning of such period
               constituted the members of the Board (together with any new
               directors of the Company whose election by the Board or whose
               nomination for election by the stockholders of the Company has
               been approved by a majority of the members of the Board then
               still in office who either were members of the Board at the
               beginning of such period or whose election or nomination for
               election was previously so approved) cease to constitute a
               majority of the members of the Board.

          (b) TERM OF OPTION. The unexercised portion of any Option granted
under this Plan shall automatically terminate and shall become null and void and
be of no further force or effect upon the first to occur of the following:

                    (i) the ten-year anniversary of the date on which such
               Option is granted;

                    (ii) the three-month anniversary of the date on which the
               Optionee to whom such Option was granted ceases to be a
               Non-Employee Director (such event, a "TERMINATION"), unless such
               Termination occurs by reason of such Optionee's death or
               Disability (as defined in SUBPARAGRAPH (iii) below) or is a
               Termination for Cause (as


                                       5
<PAGE>


               defined in SUBPARAGRAPH (iv) below); PROVIDED, HOWEVER, that if
               such Optionee shall die after the date of Termination but before
               the three-month anniversary of such Optionee's date of
               Termination, the unexercised portion of such Option shall
               automatically terminate and become null and void and be of no
               further force or effect upon the 12-month anniversary of such
               date of Termination;

                    (iii) the 12-month anniversary of the date of Termination of
               the Optionee to whom such Option was granted, if such Termination
               occurs by reason of such Optionee's (x) death or (y) permanent
               and total disability (within the meaning of Section 22(e)(3) of
               the Code) (a "DISABILITY");

                    (iv) the date of the Termination of the Optionee to whom
               such Option was granted, if such Termination is for "CAUSE"
               (within the meaning of the General Corporation Law of the State
               of Delaware) (a "TERMINATION FOR CAUSE");

                    (v) on the effective date of a Corporate Transaction (as
               defined in SECTION 9(b)) to which SECTION 9(b)(ii) (relating to
               assumptions and substitutions of Options) does not apply;
               PROVIDED, HOWEVER, that an Optionee's right to exercise any
               Option outstanding prior to such effective date shall in all
               events be suspended during the period beginning ten days prior to
               the proposed effective date of such Corporate Transaction and
               ending on either the actual effective date of such Corporate
               Transaction or upon receipt of notice from the Company that such
               Corporate Transaction will not in fact occur; and

                    (vi) except to the extent permitted by SECTION 10(d), the
               date on which such Option or any part thereof or right or
               privilege relating thereto is transferred (other than by will or
               the laws of descent and distribution), assigned, pledged,
               hypothecated, attached or otherwise disposed of by the Optionee
               to whom such Option was granted.

     8. PROCEDURE FOR EXERCISE.

          (a) PAYMENT. At the time an Option is granted under this Plan, the
following forms of payment may be used by an Optionee (but only to the extent
permitted by applicable law) upon exercise of his or her Option:

                    (i) by cash (by wire transfer of immediately available funds
               to a bank account held by the Company designated by the Board or
               a personal or certified check payable to the Company);

                    (ii) by surrender of shares of Common Stock which either (A)
               have been owned by the Optionee for more than six months and have
               been paid for within the meaning of Rule 144 under the Securities
               Act of 1933 (the "SECURITIES ACT") (and, if such shares of Common
               Stock were purchased from the Company or any Subsidiary thereof
               by means of a promissory note, such note has been fully paid with
               respect to such shares); or (B) were obtained by the Optionee in
               the public market (but, subject in any case, to the applicable
               limitations of Rule 16b-3 ("RULE 16b-3") under Section 16 of the
               1934 Act); or

                    (iii) a combination of the methods set forth in CLAUSES (i)
               and (ii).


                                       6
<PAGE>


          (b) NOTICE. An Optionee (or other person, as provided in SECTION
10(d)) may exercise an Option granted under this Plan in whole or in part, as
provided in the Option Agreement evidencing his or her Option, by delivering a
written notice (the "NOTICE") to the Board (or such other person or entity
designated by the Board from time to time).

          (c) CONTENT OF THE NOTICE. The Notice shall:

                    (i) state that the Optionee elects to exercise the Option;

                    (ii) state the number of shares with respect to which the
               Option is being exercised (the "OPTIONED SHARES");

                    (iii) state the method of payment for the Optioned Shares
               (which method must be available to the Optionee under the terms
               of his or her Option Agreement);

                    (iv) state the date upon which the Optionee desires to
               consummate the purchase of the Optioned Shares (which date must
               be prior to the termination of such Option, be no later than 30
               days from delivery of such Notice and be not otherwise prohibited
               under the terms of his or her Option Agreement);

                    (v) include any representations and warranties of the
               Optionee required pursuant to SECTION 10(b);

                    (vi) if the Option is exercised pursuant to SECTION 10(d) by
               any person other than the Optionee, include evidence to the
               satisfaction of the Company (or such other person or entity
               designated by the Board from time to time) of the right of such
               person to exercise the Option; and

                    (vii) include such further provisions consistent with this
               Plan as the Board (or such other person or entity designated by
               the Board from time to time) may from time to time require.

          (d) ISSUANCE OF STOCK CERTIFICATES. The Company shall issue a stock
certificate in the name of the Optionee (or such other person exercising the
Option in accordance with the provisions of SECTION 10(d)) for the Optioned
Shares with respect to which such Option is being exercised as soon as
practicable after receipt of the Notice and payment of the aggregate Option
Price for such shares. Neither the Optionee nor any person exercising an Option
in accordance with the provisions of SECTION 10(d) shall have any privileges as
a stockholder of the Company with respect to any shares of stock subject to an
Option granted under this Plan until the date of issuance of a stock certificate
pursuant to this SECTION 8(d).

     9. ADJUSTMENTS.

          (a) CHANGES IN CAPITAL STRUCTURE. Subject to SECTION 9(b), if after
the Effective Date the Common Stock is changed by reason of a stock split,
reverse stock split, stock dividend or recapitalization, or converted into or
exchanged for other securities as a result of a merger, consolidation or
reorganization, the Board shall make such adjustments in the number and class of
shares of stock with respect to which Options may be granted under this Plan as
shall be


                                       7
<PAGE>


equitable and appropriate in order to make such Options, as nearly as may be
practicable, equivalent to such Options immediately prior to such change. A
corresponding adjustment changing the number and class of shares allocated to,
and the Option Price of, each Option or portion thereof outstanding at the time
of such change shall likewise be made.

          (b) CORPORATE TRANSACTIONS. The following rules shall apply in
connection with the dissolution or liquidation of the Company, a reorganization,
merger or consolidation in which the Company is not the surviving corporation,
or a sale of all or substantially all of the capital stock or assets of the
Company to another person or entity (a "CORPORATE TRANSACTION"):

                    (i) each holder of an Option outstanding at such time shall
               be given (A) written notice of such Corporate Transaction at
               least 20 days prior to its proposed effective date (as specified
               in such notice) and (B) an opportunity, during the period
               commencing with delivery of such notice and ending 10 days prior
               to such proposed effective date, to exercise the Option to the
               full extent to which such Option would have been exercisable by
               the Optionee at the expiration of such 20-day period; PROVIDED,
               HOWEVER, that upon the occurrence of a merger or consolidation in
               which the Company is not the surviving corporation and the
               stockholders of the Company receive distributions of cash,
               securities or other property of a third party in complete
               exchange for their equity interests in the Company, or a sale of
               all of the capital stock or all or substantially all of the
               assets of the Company to another person or entity, under
               circumstances in which provision for assumption or substitution
               of options in accordance with SECTION 9(b)(ii) is not made, the
               vesting and exercise dates of all Options granted under this Plan
               shall accelerate and such Options shall become fully vested and
               exercisable with respect to all of the shares of Common Stock
               covered thereby, and if and to the extent not so exercised as
               provided in this SECTION 9(b)(i), such Options shall
               automatically terminate; and

                    (ii) anything contained in this Plan to the contrary
               notwithstanding, SECTION 9(b)(i) shall not be applicable if
               provision shall be made in connection with such Corporate
               Transaction for the assumption of outstanding Options by, or the
               substitution for such Options of new options covering the stock
               of, the surviving, successor or purchasing entity, or an entity
               of which such surviving, successor or purchasing entity is a
               Subsidiary, or any Subsidiary thereof, with appropriate
               adjustments as to the number, kind and option prices of the stock
               subject to such options.

          (c) SPECIAL RULES. The following rules shall apply in connection with
SECTIONS 9(a) AND (b):

                    (i) no fractional shares shall be issued as a result of any
               such adjustment, and any fractional shares resulting from the
               computations pursuant to SECTIONS 9(a) or (b) shall be eliminated
               without any consideration due to any Optionees;

                    (ii) no adjustment shall be made for cash dividends or the
               issuance to stockholders of rights to subscribe for additional
               shares of Common Stock or other securities; and


                                       8
<PAGE>


                    (iii) any adjustments referred to in SECTIONS 9(a) or (b)
               shall be made by the Board in its sole discretion and shall be
               conclusive and binding on all persons holding Options granted
               under this Plan.

     10. RESTRICTIONS ON OPTIONS AND OPTIONED SHARES.

          (a) COMPLIANCE WITH SECURITIES LAWS. No Options shall be granted under
this Plan, and no shares of Common Stock shall be issued and delivered upon the
exercise of Options granted under this Plan, unless and until the Company and/or
the Optionees to whom such Options shall be granted shall have complied with all
applicable Federal or state registration, listing and/or qualification
requirements and all other requirements of law or of any regulatory agencies
having jurisdiction. The Company may delay the issuance of shares of Common
Stock upon the exercise of Options granted under this Plan until completion of
any action or the receipt of any consent which the Company deems necessary under
any applicable law (including, without limitation, state securities or "BLUE
SKY" laws).

          (b) REPRESENTATIONS AND WARRANTIES. The Board in its discretion may,
as a condition to the exercise of any Option granted under this Plan, require
the Optionee to whom such Option shall be granted (i) to represent and warranty
in writing that the shares of Common Stock to be received upon exercise of such
Option are being acquired for investment and not with a view to distribution and
(ii) to make such other representations and warranties as are deemed appropriate
by the Company.

          (c) LEGENDS. Each certificate issued by the Company (or its transfer
agent) that represents shares of Common Stock acquired upon the exercise of
Options that have not been registered under the Securities Act shall, unless
otherwise directed by the Board, be stamped or otherwise imprinted with a legend
in substantially the following form (in addition to any other legends and other
restrictions as the Board may deem necessary or advisable, including
restrictions under any applicable federal, state or foreign securities laws, or
any rules, regulations and other requirements of the promulgated by the
Securities and Exchange Commission or any securities exchange or automated
quotation system on which such the Common Stock may be listed, admitted for
trading or traded, or any applicable agreement):

           "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
           BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
           "ACT"). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
           AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT
           BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
           ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
           SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL
           SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT
           REQUIRED."

          (d) NONASSIGNABILITY OF OPTION RIGHTS. No Option granted under this
Plan shall be assignable or otherwise transferable by the Optionee except by
will or by the laws of descent and distribution. An Option may be exercised
during the lifetime of the Optionee only by the


                                       9
<PAGE>


Optionee. If an Optionee dies, his or her Option shall thereafter be exercisable
during the period specified in SECTION 7(b)(ii) or (iii), as applicable, by his
or her executors or administrators (collectively, the "REPRESENTATIVES") to the
full extent to which such Option was exercisable by the Optionee at the time of
his or her death.

     11. ADOPTION AND STOCKHOLDER APPROVAL.

                  This Plan shall become effective on the date (the "EFFECTIVE
DATE") which is the later of (i) the date of its adoption by the Board and (ii)
the first date on which price quotations for the Common Stock are reported on
the national securities exchange or national market system on which the Common
Stock shall first be listed, admitted to trading or traded. This Plan shall be
approved by the stockholders of the Company, consistent with applicable laws,
within 12 months after the Effective Date. Upon the Effective Date, the Board
may grant Options pursuant to this Plan; PROVIDED, HOWEVER, that (i) no Option
may be exercised prior to initial stockholder approval of this Plan, (ii) no
Option granted pursuant to an increase in the number of shares of Common Stock
available under this Plan by the Board's amendment of this Plan may be exercised
prior to the time such increase has been approved by the stockholders of the
Company, consistent with applicable laws; (iii) in the event that initial
stockholder approval of this Plan is not obtained within the time period
provided herein, all Options granted under this Plan shall be canceled; and (iv)
in the event that stockholder approval of any increase in the number of shares
of Common Stock available under this Plan is not obtained within the time period
provided herein, all Options granted under this Plan pursuant to such increase
shall be canceled.

     12. EXPIRATION AND TERMINATION OF THIS PLAN.

                  Except with respect to Options then outstanding, this Plan
shall expire on the first to occur of (i) the tenth anniversary of the date on
which this Plan is adopted by the Board, (ii) the tenth anniversary of the date
on which this Plan is approved by the stockholders of the Company in accordance
with applicable laws and (iii) the date as of which the Board, in its sole
discretion, determines that this Plan shall terminate (the "EXPIRATION DATE").
Any Options outstanding as of the Expiration Date shall remain in effect until
they have been exercised or terminated or have expired by their respective
terms.

     13. AMENDMENT OF THIS PLAN.

                  This Plan may be amended by the stockholders of the Company.
This Plan may also be amended by the Board. Any modification or amendment of
this Plan shall not, without the consent of an Optionee, adversely affect his or
her rights under an Option previously granted to him or her. With the consent of
the Optionee affected, the Board may amend such Optionee's outstanding Option
Agreements in a manner which may be materially adverse to such Optionee but
which is not inconsistent with this Plan. In the discretion of the Board,
outstanding Option Agreements may be amended by the Board in a manner which is
not materially adverse to the Optionee.

     14. CAPTIONS.


                                       10
<PAGE>


                  The use of captions in this Plan is for convenience. The
captions are not intended to provide substantive rights or to affect the
construction or interpretation of the provisions of this Plan.

     15. WITHHOLDING TAXES.

                  In the event that any federal, state, or local income taxes,
employment taxes, Federal Insurance Contributions Act withholdings or other
amounts are required by applicable law or governmental regulation to be withheld
from the Optionee's remuneration in connection with the exercise of an Option,
the Company may withhold from such Optionee's remuneration, or may require the
Optionee to advance in cash to the Company, the amount of such withholdings,
unless a different withholding arrangement is authorized by the Board; PROVIDED,
HOWEVER, any such withholding arrangement shall be in compliance with any
applicable provisions of Rule 16b-3. The Board may condition the transfer of any
shares of Common Stock or the removal of any restrictions on any Option on the
satisfaction by the Optionee of the foregoing withholding obligations.

     16. NUMBER AND GENDER.

                  With respect to words used in this Plan, the singular form
shall include the plural form, the masculine gender shall include the feminine
gender, and vice-versa, as the context requires.

     17. NONEXCLUSIVITY OF THIS PLAN.

                  Neither the adoption of this Plan by the Board, the submission
of this Plan to the stockholders of the Company for approval, nor any provision
of this Plan shall be construed as creating any limitations on the power of the
Board or the Board to adopt such additional compensation arrangements as it may
deem desirable, including, without limitation, the granting of stock options
otherwise than under this Plan, and such arrangements may be either generally
available or applicable only in specific cases.

     18. GOVERNING LAW.

                  The validity and construction of this Plan and the instruments
evidencing the Options granted hereunder shall be governed by the laws of the
State of Delaware without regard to conflict of laws provisions thereunder.

                                    * * * * *

                                       11