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                                                                   Exhibit 10.24


                               OPUS360 CORPORATION

                             2000 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 STOCK OPTION PLAN (this
"PLAN") is (i) to further the growth and success of OPUS360 CORPORATION, a
Delaware corporation (the "COMPANY"), by enabling directors, officers and
employees of, advisors to, and independent consultants or independent
contractors to, the Company or its Subsidiaries to acquire shares of the Common
Stock, par value $.001 per share, of the Company (the "COMMON STOCK"), thereby
increasing their personal interest in such growth and success, and (ii) to
provide a means of rewarding outstanding performance by such persons to the
Company and its Subsidiaries. Options granted under this Plan may be either
"INCENTIVE STOCK OPTIONS" ("ISOS"), intended to qualify as such under the
provisions of Section 422 of the Internal Revenue Code of 1986, as amended (the
"CODE"), or non-qualified stock options ("NSOS"). Unless the context otherwise
requires, any ISO or NSO shall hereinafter be referred to as an "OPTION." For
purposes of this Plan, the term "SUBSIDIARY" means "SUBSIDIARY CORPORATION" as
defined in Section 424(f) of the Code.

2.       ADMINISTRATION OF THIS PLAN.

         (a) COMPENSATION COMMITTEE. This Plan shall be administered by the
Board of Directors of the Company (the "BOARD") or the Compensation Committee of
the Board (the "COMMITTEE") consisting of such number of persons appointed to
such Committee from time to time by the Board; PROVIDED, HOWEVER, that following
the date on which Common Stock is registered under the Securities and Exchange
Act of 1934, as amended (the "1934 ACT"), in order to permit officers and
directors of the Company to be exempt from the provisions of Section 16(b) of
the 1934 Act with respect to transactions pursuant to this Plan, each person
appointed to the Committee, at the effective date of his or her appointment to
the Committee, shall, to the extent such a person exists, be a "NON-EMPLOYEE
DIRECTOR" within the meaning of Rule 16b-3 ("RULE 16B-3") promulgated by the
Securities and Exchange Commission (the "SEC") under the 1934 Act. The members
of the Committee may be removed at any time either with or without cause by the
Board. Any vacancy on the Committee, whether due to action of the Board or any
other cause, shall be filled by the Board. The term "COMMITTEE" shall, for all
purposes of this Plan, other than this SECTION 2, be deemed to refer to the
Board if the Board is administering this Plan.

         (b) PROCEDURES. If this Plan is administered by the Committee, the
Committee shall from time to time select a Chairman from among the members of
the Committee. The Committee shall adopt such rules and regulations as it shall
deem appropriate concerning the holding of meetings and the administration of
this Plan. A majority of the entire Committee shall constitute a quorum and the
actions of a majority of the members of the Committee present at a meeting at
which a quorum is present, or actions approved in writing by all of the members


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of the Committee (but only to the extent permitted by applicable law and the
applicable rules and regulations of the principal national securities exchange
or national market system (if any) on which the Common Stock is a class of
securities then listed or admitted for trading), shall be the actions of the
Committee; PROVIDED, HOWEVER, that if the Committee consists of only two
members, both shall be required to constitute a quorum and to act at a meeting
or to approve actions in writing.

         (c) INTERPRETATION. Except as otherwise expressly provided in this
Plan, the Committee shall have all powers with respect to the administration of
this Plan, including, without limitation, full power and authority to (i)
interpret the provisions of this Plan, any Option Agreement (as defined in
SECTION 5(b)) and any other agreement or document executed pursuant to this
Plan, (ii) resolve all questions arising under this Plan, any Option Agreement
and any other such agreement or plan, (iii) correct any defect, supply any
omission or reconcile any inconsistency in or among the Plan, any Option or any
Option Agreement, (iv) grant waivers of Plan or Option conditions and (v) make
all other determinations necessary or advisable for the administration of this
Plan. All decisions of the Board or the Committee, as the case may be, shall be
conclusive and binding on all participants in this Plan.

3.       SHARES OF STOCK SUBJECT TO THE 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 5,000,000 shares of Common
Stock (before making any adjustment under this Plan or otherwise for any stock
split, stock dividend or similar recapitalization event occurring on or after
the Effective Date (as defined in SECTION 11)). In addition, (i) any shares of
Common Stock available for issuance under the Company's 1998 Stock Option Plan
(the "1998 PLAN") which are not subject to issuance upon the exercise of
outstanding options or stock purchase rights granted under the 1998 Plan on or
prior to the Effective Date (the "1998 PLAN AWARDS"), shall no longer be
available for issuance under the 1998 Plan, but shall be available for issuance
under this Plan, (ii) any shares of Common Stock constituting the unexercised
portion of any 1998 Plan Awards which terminate, expire or are canceled on or
after the Effective Date without having been fully exercised, shall no longer be
available for issuance under the 1998 Plan, but shall be available for issuance
under this Plan, and (iii) any shares of Common Stock issued under 1998 Plan
Awards and forfeited to or repurchased by the Company on or after the Effective
Date shall no longer be available for issuance under the 1998 Plan, but shall be
available for issuance under this Plan (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 1998 Plan Award). In
addition, on each January 1, the number of shares of Common Stock which may be
available for issuance upon the exercise of Options granted under this Plan
shall be increased automatically by that number of shares of Common Stock equal
to five percent (5%) of the total number of outstanding shares of Common Stock
determined as of the immediately preceding December 31; PROVIDED, HOWEVER, that
in no event shall more than 20,000,000 shares (before making any adjustment
under this Plan or otherwise for any stock split, stock dividend or similar
recapitalization event occurring on or after the Effective Date (as defined in
SECTION 11)) of Common Stock be issued in the aggregate upon the exercise of
ISOs granted under this Plan. If,


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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 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) LIMITATIONS ON THE PEOPLEMOVER, INC. 1999 STOCK INCENTIVE PLAN. Any
shares of the common stock of the Company, PeopleMover, Inc. or any other entity
available for issuance on the Effective Date under the PeopleMover, Inc. 1999
Stock Incentive Plan (the "PM PLAN") which are not subject to issuance upon the
exercise of outstanding options or stock purchase rights granted under the PM
Plan prior to the Effective Date (the "PM AWARDS") shall no longer be reserved
or available for issuance under the PM Plan, any shares of such common stock
constituting the unexercised portion of any PM Awards which terminate, expire or
are canceled on or after the Effective Date without having been fully exercised
shall no longer be reserved or available for issuance under the PM Plan, and any
shares of such common stock issued under the PM Awards and forfeited to or
repurchased by the Company on or after the Effective Date shall no longer be
reserved or available for issuance under the PM Plan.

         (c) 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.

         (d) 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.

         (a) GENERAL. Options may be granted under this Plan only to persons who
are directors, officers or employees of, advisors to, or independent consultants
or independent contractors to, the Company or its Subsidiaries. Options granted
to employees (including officers or directors who are employees) of the Company
or any of its Subsidiaries shall be, in the discretion of the Committee, either
ISOs or NSOs, and Options granted to directors or officers of, advisors to, or
independent consultants or independent contractors to, the Company or any of its
Subsidiaries who are not employees of the Company or any of its Subsidiaries
shall be NSOs. Persons who are not employees of the Company or any of its
Subsidiaries shall be ineligible for grants of ISOs.

         (b) EXCEPTIONS. Anything contained in SECTION 4(a) to the contrary
notwithstanding, no ISO may be granted under this Plan to any employee who owns,
directly or indirectly (within the meaning of Sections 422(b)(6) and 424(d) of
the Code), stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company or any of its Subsidiaries, unless (i) the
Option Price (as defined in SECTION 6(a)) of the shares of


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Common Stock subject to such ISO is fixed at not less than 110% of the Fair
Market Value (as determined in accordance with SECTION 6(b)) on the date of
grant of such ISO and (ii) such ISO by its terms is not exercisable after the
expiration of five years from the date it is granted.

5.       GRANT OF OPTIONS.

         (a) GENERAL. Options may be granted under this Plan at any time and
from time to time on or prior to the tenth anniversary of the Effective Date.
Subject to the provisions of this Plan, the Committee shall have plenary
authority and discretion, to determine:

             (i)   the persons (from among the classes of persons eligible to
         receive Options under this Plan) to whom Options shall be granted (the
         "OPTIONEES");

             (ii)  the form and terms of Options;

             (iii) whether Options will be granted singly, in combination with,
         in tandem with, in replacement of, or as alternatives to, other Options
         under this Plan or any other incentive or compensation plan of the
         Company or any Subsidiary of the Company;

             (iv)  the time or times at which Options shall be granted;

             (v)   the number of shares of Common Stock subject to each Option;

             (vi)  the Option Price of the shares of Common Stock subject to
         each Option; and

             (vii) the time or times after grant when each Option and the
         shares of Common Stock covered thereby shall become vested and/or
         exercisable and the duration of the exercise and/or vesting periods.

         (b) OPTION AGREEMENTS. Each Option granted under this Plan shall be
designated by the Committee as an ISO or an NSO and shall be subject to the
terms and conditions applicable to ISOs and/or NSOs (as the case may be) set
forth in this Plan. 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 Committee shall, in
its discretion, provide. Each Option Agreement shall be executed by the Company
and the Optionee.

         (c) NO EVIDENCE OF EMPLOYMENT OR SERVICE. Nothing contained in this
Plan or in any Option Agreement shall confer upon any Optionee any right with
respect to the continuation of his or her employment by, or services to, the
Company or interfere in any way with the right of the Company (subject to the
terms of any separate agreement to the contrary) at any time to terminate such
employment or service or to increase or decrease the compensation of the
Optionee from the rate in existence at the time of the grant of an Option to
such Optionee.

         (d) DATE OF GRANT. The date of grant of an Option under this Plan shall
be the date specified by the Committee for the grant of such option; PROVIDED,
HOWEVER, that in the case


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of an ISO, the date of grant shall in no event be earlier than the date as of
which the Optionee becomes an employee of the Company.

         (e) EXCHANGE AND BUYOUT OF OPTIONS. The Committee may, at any time or
from time to time, authorize the grant of new Options under this Plan in
exchange for the surrender and cancellation of any or all Outstanding Options.
The Committee may at any time buy from an Optionee an Option previously granted
with payment in cash, Securities of the Company or other consideration, based on
such terms and conditions as the Company (acting through the Committee) and the
Optionee may agree.

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
may be purchased shall be determined by the Committee at the time the Option is
granted; PROVIDED, HOWEVER, that in the case of an ISO, such Option Price shall
in no event be less than 100% (or 110%, if the provisions of SECTION 4(B) are
applicable) of the Fair Market Value (as determined in accordance with SECTION
6(B)) on the date of grant of such share of Common Stock.

         (b) DETERMINATION OF FAIR MARKET VALUE. Subject to the requirements of
Section 422 of the Code, for purposes of this Plan, the "FAIR MARKET VALUE" of a
share of Common Stock, as of any date, shall be determined as follows:

             (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


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         market, the fair value of such share of Common Stock on such date,
         which shall be determined in good faith by the Board.

              Notwithstanding anything contained in this Plan to the contrary,
(i) in the case of a determination of the Fair Market Value of a share of Common
Stock as of a date which is the first day 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, the Fair Market Value of a share of Common Stock on such date shall be
the price per share at which shares of Common Stock are initially offered for
sale to the public by the Company's underwriters in the Company's initial public
offering of Common Stock (the "IPO") pursuant to a registration statement on
Form S-1 filed with the SEC under the Securities Act of 1933, as amended (the
"1933 ACT"), and (ii) all determinations pursuant to SECTION 6(b)(III) shall be
made without regard to any restriction other than a restriction which, by its
terms, will never lapse.

         (c) REPRICING OF NSOS. Subsequent to the date of grant of any NSO, the
Committee may, in its sole discretion, subject to the consent of the Optionee to
whom such NSO was granted, establish a new Option Price for such NSO so as to
increase or decrease the Option Price of such NSO.

7.       EXERCISABILITY OF OPTIONS.

         (a) COMMITTEE DETERMINATION.

             (i)   Each Option and the shares of Common Stock covered thereby
         granted under this Plan shall be vested and/or exercisable at such time
         or times, or upon the occurrence of such event or events, and for such
         number of shares of Common Stock subject to such Option or in such
         portions or amounts thereof, as shall be determined by the Committee
         and set forth in the Option Agreement evidencing such Option; PROVIDED,
         HOWEVER, if the Company files a registration statement on Form S-1 with
         the SEC under the 1933 Act for the IPO, no Option granted under this
         Plan shall be exercisable as to any of the shares of Common Stock
         covered thereby during the 180-day period immediately following the
         effective date of such registration statement (the "LOCK-UP PERIOD");
         and, PROVIDED, FURTHER, HOWEVER, that if an Option by its terms is to
         expire during the Lock-up Period, the Committee may extend the
         expiration date of such Option for a period equal in duration to that
         of the period from the commencement date of the Lock-up Period up to
         (and including) the expiration date of such Option.

             (ii)  Subject to the provisions of CLAUSE (I) above, if an Option,
         or the shares of Common Stock covered thereby, are not at the time of
         grant of such Option immediately exercisable and/or fully vested, the
         Committee may (A) in the Option Agreement evidencing such Option,
         provide for the acceleration of the exercise or vesting date(s) of such
         Option, the acceleration of the vesting of all or a portion of the
         shares of Common Stock covered thereby, or the continuation of the
         vesting (whether before, on 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 shares of Common Stock covered thereby, upon the
         occurrence of specified events and/or (B) at any time prior to the


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         complete termination of such Option, accelerate the exercise or vesting
         date(s) of such Option, accelerate the vesting of all or a portion of
         the shares of Common Stock covered thereby, or continue the vesting
         (whether before, on 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 shares of Common Stock covered thereby.

             (iii) The Committee 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, (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, and (iii) any such amendment of any
         ISO shall be made only after the Committee, after consulting with
         counsel for the Company, determines whether such amendment would
         constitute a "MODIFICATION" (as that term is defined in Section 424(h)
         of the Code) of any Option which is an ISO.

         (b) AUTOMATIC TERMINATION OF OPTION. Except as otherwise determined by
the Committee and set forth in the Option Agreement, 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 or, in the case of any ISO that is granted to a person
         described in SECTION 4(b), the five-year anniversary of the date on
         which such ISO is granted;

             (ii)  the three-month anniversary of the date on which the
         Optionee to whom such Option was granted ceases to be a director,
         officer or employee of, advisor to, or independent consultant or
         independent contractor to, the Company or any Subsidiary thereof (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 for Cause (as defined 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 (as defined below)
         (a "TERMINATION FOR CAUSE");

             (v)   the expiration of such period of time or the occurrence of
         such event as the Committee in its discretion may provide in the Option
         Agreement;


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             (vi)  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

             (vii) 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.

         For purposes of this Plan, the term "CAUSE" means, with respect to any
Optionee, the Termination of such Optionee because of (i) the commission by such
Optionee of any act of fraud, theft or financial dishonesty with respect to the
Company or any of its Subsidiaries, or such Optionee has been convicted of, or
plead guilty to, a felony, (ii) any material breach by such Optionee of any
material provision of this Plan or any one or more agreements or understandings
between the Company or any Subsidiary thereof on the one hand and such Optionee
on the other hand (whether written or oral) regarding the terms of such
Optionee's service as a director, officer or employee of, or advisor,
independent consultant or independent contractor to, the Company or any
Subsidiary thereof, including, without limitation, the willful and continued
failure or refusal of such Optionee to perform the material duties required of
such Optionee as an director, officer or employee of, or as an advisor,
independent consultant or independent contractor to, the Company or any
Subsidiary thereof, other than as a result of such Optionee having a Disability,
or a breach of any applicable invention assignment and confidentiality agreement
or similar agreement between the Company or any Subsidiary thereof on the one
hand and such Optionee on the other hand, (iii) such Optionee's intentional or
willful disregard of the policies of the Company or any Subsidiary thereof so as
to cause loss, damage or injury to the property, reputation or employees of the
Company or any Subsidiary thereof, or (iv) any other misconduct by such Optionee
which is otherwise materially injurious to the financial condition or business
reputation of, or is otherwise materially injurious to, the Company or a
Subsidiary thereof.

         Anything contained in this Plan to the contrary notwithstanding, unless
otherwise provided in the applicable Option Agreement, a Termination of an
Optionee shall not be deemed to occur solely by reason of the Company's change
of the duties of the Optionee, so long as such Optionee continues to be a
director, officer or employee of, advisor to, or independent consultant or
independent contractor to, the Company or any Subsidiary thereof. For purposes
of SECTION 7(b), an Optionee employed by the Company or any Subsidiary thereof
shall not be deemed to have terminated his or her employment with the Company or
such Subsidiary in the case of sick leave, military leave, or any other leave of
absence approved by the Committee; PROVIDED, that such leave is for a period of
not more than ninety (90) days or reemployment upon the expiration of such leave
is guaranteed by contract or statute.

8.       PROCEDURE FOR EXERCISE.


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         (a) PAYMENT. At the time an Option is granted under this Plan, the
Committee shall, in its sole discretion, specify one or more of the following
forms of payment which 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 Committee or a
         personal or certified check payable to the Company);

             (ii)  by cancellation of indebtedness of the Company to the
         Optionee;

             (iii) 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 promulgated by the SEC under the
         1933 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);

             (iv)  by tender of a full recourse promissory note having such
         terms as may be approved by the Committee and bearing interest at a
         rate sufficient to avoid imputation of income under Sections 483 and
         1274 of the Code; PROVIDED, HOWEVER, that an Optionee who is not a
         director, officer or employee of the Company or any of its Subsidiaries
         will not be entitled to tender such a promissory note unless the note
         is adequately secured by collateral other than the shares of Common
         Stock being purchased upon the exercise of the Option;

             (v)   by waiver of compensation due or accrued to the Optionee for
         services rendered to the Company or any of its Subsidiaries;

             (vi)  in the case of an Option that is an NSO, 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), in
         compliance with any cashless exercise program authorized by the
         Committee for use in connection with this Plan at the time of such
         exercise (but, subject in any case, to the applicable limitations of
         Rule 16b-3); or

             (vii) a combination of the methods set forth in CLAUSES (I)
         through (VI).

         (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 Committee (or such other person or entity
designated by the Committee from time to time).

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

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


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             (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 Committee
         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 Committee (or such other person or entity designated by the
         Committee 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).

         (e) 83(b) ELECTIONS. Each Optionee shall deliver to the Company a copy
of any election filed by such Optionee with the Internal Revenue Service
relating to any Optioned Shares no later than 30 days following the filing of
such election with the Internal Revenue Service.

9.       ADJUSTMENTS.

         (a) CHANGES IN CAPITAL STRUCTURE. Subject to SECTION 9(b), if 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
Committee 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
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. Anything contained in this Plan


                                       10

<PAGE>


to the contrary notwithstanding, in the case of ISOs, no adjustment under this
SECTION 9(a) shall be appropriate if such adjustment (i) would constitute a
modification, extension or renewal of such ISOs within the meaning of Sections
422 and 424 of the Code, and the regulations promulgated by the Treasury
Department thereunder, or (ii) would, under Section 422 of the Code and the
regulations promulgated by the Treasury Department thereunder, be considered as
the adoption of a new plan requiring stockholder approval.

         (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, such Options shall become
         fully vested and exercisable with respect to all of the shares of
         Common Stock covered thereby and all of such shares shall become fully
         vested, 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 a "PARENT CORPORATION" or "SUBSIDIARY
         CORPORATION" thereof (as defined in Sections 424(e) and (f),
         respectively of the Code), with appropriate adjustments as to the
         number, kind and option prices of the stock subject to such options;
         provided, HOWEVER, that in the case of ISOs, the Committee shall, to
         the extent consistent with the best interests of the Company (such best
         interests to be determined in good faith by the Committee in its sole
         discretion), consult with counsel to ensure that any such assumption or
         substitution will not constitute a modification, extension or renewal
         of the ISOs within the meaning of Section 424(h) of the Code and the
         regulations promulgated by the Treasury Department thereunder.

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


                                       11

<PAGE>


             (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

             (iii) any adjustments referred to in SECTIONS 9(a) or (b) shall be
         made by the Committee 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 Committee 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 Committee, be stamped or otherwise imprinted with a
legend in substantially the following form (in addition to any other legends and
other restrictions as the Committee 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 SEC 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


                                       12

<PAGE>


             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. Except as otherwise determined
by the Committee and set forth in the applicable Option Agreement, 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. Except as
otherwise determined by the Committee and set forth in the Option Agreement, an
Option may be exercised during the lifetime of the Optionee only by the
Optionee. If an Optionee dies, his or her Option shall thereafter be
exercisable, except as otherwise determined by the Committee and set forth on
the Option Agreement, 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") of
its adoption by the Board. This Plan shall be approved by the stockholders of
the Company, consistent with applicable laws, within 12 months before or after
the Effective Date. Upon the Effective Date, the Committee 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 or the Committee'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.      CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOS.

         The Committee, at the written request of any Optionee, may in its
discretion take such actions as may be necessary to convert such Optionee's ISOs
(or any portions thereof) that have not been exercised on the date of conversion
into NSOs at any time prior to the expiration of such ISOs, regardless of
whether the Optionee is an employee of the Company at the time of such
conversion. Such actions may include, but not be limited to, extending the
exercise period or reducing the exercise price of the appropriate installments
of such Options. At the time of such conversion, the Committee (with the consent
of the Optionee) may impose such conditions on the exercise of the resulting
NSOs as the Committee in its discretion may determine, provided that such
conditions shall not be inconsistent with this Plan. Nothing in this Plan shall
be deemed to give any Optionee the right to have such Optionee's ISOs converted
into NSOs, and no such conversion shall occur until and unless the Committee
takes appropriate action. The


                                       13

<PAGE>


Committee, with the consent of the Optionee, may also terminate any portion of
any ISO that has not been exercised at the time of such conversion.

13.      EXPIRATION AND TERMINATION OF THE 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.

14.      AMENDMENT OF THIS PLAN.

         This Plan may be amended by the stockholders of the Company. This Plan
may also be amended by the Board or the Committee, including, without
limitation, to the extent necessary to qualify any or all outstanding Options
granted under this Plan or Options to be granted under this Plan for favorable
federal income tax treatment (including deferral of taxation upon exercise) as
may be afforded incentive stock options under Section 422 of the Code, to the
extent necessary to ensure the qualification of this Plan under Rule 16b-3, at
such time, if any, as the Company has a class of stock registered pursuant to
Section 12 of the 1934 Act, and to the extent necessary to qualify the shares of
Common Stock issuable upon exercise of any outstanding Options granted, or
Options to be granted, under this Plan for listing or admission for trading on
any securities exchange or automated quotation system. Any amendment approved by
the Committee which is of a scope that requires stockholder approval under
applicable law or in order to ensure favorable federal income tax treatment for
any ISOs or requires stockholder approval in order to ensure the compliance of
this Plan with Rule 16b-3 at such time, if any, as the Company has a class of
capital stock registered pursuant to Section 12 of the 1934 Act, shall be
subject to obtaining such stockholder approval. 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 Committee 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
Committee, outstanding Option Agreements may be amended by the Committee in a
manner which is not materially adverse to the Optionee.

15.      CAPTIONS.

         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.

16.      DISQUALIFYING DISPOSITIONS.

         If Optioned Shares acquired by exercise of an ISO granted under this
Plan are disposed of within two years following the date of grant of the ISO or
one year following the transfer of the Optioned Shares by the Company to the
Optionee upon the exercise of such ISO


                                       14

<PAGE>


(a "DISQUALIFYING Disposition"), the Optionee shall, immediately prior to such
Disqualifying Disposition, notify the Company in writing of the date and terms
of such Disqualifying Disposition and provide such other information regarding
the Disqualifying Disposition as the Company may reasonably require.

17.      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 salary, wages or other remuneration in connection with the exercise
of an Option or a Disqualifying Disposition (as defined in SECTION 16), the
Company may withhold from such Optionee's wages, if any, or other remuneration,
or may require the Optionee to advance in cash to the Company the amount of such
withholdings unless a different withholding arrangement, including the use of
shares of the Company's Common Stock, is authorized by the Committee (and
permitted by applicable law); PROVIDED, HOWEVER, that with respect to persons
subject to Section 16 of the 1934 Act, any such withholding arrangement shall be
in compliance with any applicable provisions of Rule 16b-3 promulgated under
Section 16 of the 1934 Act. For purposes of this SECTION 17, the fair market
value of the shares of Common Stock (if any) withheld for purposes of payroll
withholding shall be determined as of the most recent date practicable prior to
the date of exercise and in the manner provided in SECTION 6(b). If the fair
market value of the shares of Common Stock withheld is less than the amount of
the payroll withholdings required, the Optionee may be required to advance the
difference in cash to the Company. The Committee 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.

18.      OTHER PROVISIONS.

         Each Option granted under this Plan may contain such other terms and
conditions not inconsistent with this Plan as may be determined by the
Committee, in its sole discretion. Notwithstanding the foregoing, each ISO
granted under this Plan shall include those terms and conditions which are
necessary to qualify the ISO as an "INCENTIVE STOCK OPTION" within the meaning
of Section 422 of the Code and the regulations thereunder and shall not include
any terms or conditions which are inconsistent therewith.

19.      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.

20.      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 Committee to adopt such additional compensation arrangements as it
may deem desirable, including, without limitation, the granting


                                       15

<PAGE>


of stock options otherwise than under this Plan, and such arrangements may be
either generally available or applicable only in specific cases.

21.      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.


                                    * * * * *


                                       16