EXHIBIT 4.8



                               THEGLOBE.COM, INC.

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                            2004 STOCK INCENTIVE PLAN

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                                    ARTICLE I

                                     PURPOSE

         The purpose of this theglobe.com, Inc. 2004 Stock Incentive Plan is to
enhance the profitability and value of the Company for the benefit of its
stockholders by enabling the Company to offer Eligible Employees, Consultants
and Non-Employee Directors stock-based and other incentives, thereby creating a
means to raise the level of equity ownership by such individuals in order to
attract, retain and reward such individuals and strengthen the mutuality of
interests between such individuals and the Company's stockholders.

                                   ARTICLE II

                                   DEFINITIONS

         For purposes of this Plan, the following terms shall have the following
meanings:

         2.1 "ACQUISITION EVENT" has the meaning set forth in Section 4.2(d).

         2.2 "AFFILIATE" means each of the following: (a) any Subsidiary; (b)
any corporation, trade or business (including, without limitation, a partnership
or limited liability company) which is directly or indirectly controlled 50% or
more (whether by ownership of stock, assets or an equivalent ownership interest
or voting interest) by the Company or one of its Affiliates; and (c) any other
entity in which the Company or any of its Affiliates has a material equity
interest and which is designated as an "Affiliate" by resolution of the
Committee.

         2.3 "AWARD" means any award under this Plan of any Stock Option, Stock
Appreciation Right, Restricted Stock Award, Performance Award or Other
Stock-Based Award.

         2.4 "BOARD" means the Board of Directors of the Company. -----

         2.5 "CAUSE" means with respect to a Participant's Termination of
Employment or Termination of Consultancy, the following: (a) in the case where
there is an employment agreement, consulting agreement, change in control
agreement or similar agreement in effect between the Company or an Affiliate and
the Participant at the time of the grant of the Award that defines "cause" (or
words or a concept of like import), "cause" as defined under such

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agreement; provided, however, that with regard to any agreement under which the
definition of "cause" only applies on occurrence of a change in control, such
definition of "cause" shall not apply until a change in control actually takes
place and then only with regard to a termination thereafter; or (b) in the case
where there is no employment agreement, consulting agreement, change in control
agreement or similar agreement in effect between the Company or an Affiliate and
the Participant at the time of the grant of the Award (or where there is such an
agreement but it does not define "cause" (or words or a concept of like
import)), termination due to a Participant's insubordination, dishonesty, fraud,
incompetence, moral turpitude, willful misconduct, refusal to perform his or her
duties or responsibilities for any reason other than illness or incapacity or
materially unsatisfactory performance of his or her duties for the Company or an
Affiliate, as determined by the Committee in its sole discretion. With respect
to a Participant's Termination of Directorship, "cause" means an act or failure
to act that constitutes cause for removal of a director under applicable
Delaware law.

         2.6 "CHANGE IN CONTROL" has the meaning set forth in Article XI.

         2.7 "CHANGE IN CONTROL PRICE" has the meaning set forth in Section
11.1.

         2.8 "CODE" means the Internal Revenue Code of 1986, as amended. Any
reference to any section of the Code shall also be a reference to any successor
provision and any Treasury Regulation promulgated thereunder.

         2.9 "COMMITTEE" means: (a) with respect to the application of this Plan
to Eligible Employees and Consultants, the Compensation Committee of the Board
appointed from time to time by the Board (or another committee of the Board
appointed for the purposes of administering this Plan), which Committee shall
consist of two or more non-employee directors, each of whom is intended to be,
to the extent required by Rule 16b-3 promulgated under Section 16(b) of the
Exchange Act, a "non-employee director" as defined in Rule 16b-3, and, to the
extent no such Committee exists, the Board, and (b) with respect to the
application of this Plan to Non-Employee Directors, the Board. If for any reason
the appointed Committee does not meet the requirements of Rule 16b-3, such
noncompliance shall not affect the validity of Awards, grants, interpretations
or other actions of the Committee.

         2.10 "COMMON STOCK" means the Common Stock, $0.001 par value per share,
of the Company.

         2.11 "COMPANY" means theglobe.com, inc., a Delaware corporation, and
its successors by operation of law.

         2.12 "CONSULTANT" means any natural person who is an advisor or
consultant to, or subject to Section 5.2, a prospective advisor or consultant
to, the Company or its Affiliates.

         2.13 "DISABILITY" means with respect to a Participant's Termination, a
permanent and total disability as defined in Section 22(e)(3) of the Code. A
Disability shall only be deemed to occur at the time of the determination by the
Committee of the Disability.

         2.14 "EFFECTIVE DATE" means the effective date of this Plan as defined
in Article XV.

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         2.15 "ELIGIBLE EMPLOYEE" means each employee of, or subject to Section
5.2, each prospective employee of, the Company or an Affiliate.

         2.16 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended. Any references to any section of the Exchange Act shall also be a
reference to any successor provision.

         2.17 "FAIR MARKET VALUE" means, for purposes of this Plan, unless
otherwise required by any applicable provision of the Code or any regulations
issued thereunder: (a) if the principal trading market for the Common Stock is a
national or regional securities exchange, the average closing price on such
exchange for the 10 trading days immediately prior to the exercise date; or (b)
if sales prices for shares of Common Stock are reported by the NASDAQ National
Market System (or a similar system then in use), the average last reported sales
price so reported for the 10 trading days immediately prior to the exercise
date; or (c) if neither (a) nor (b) above are applicable, and if bid and ask
prices for shares of Common Stock are reported in the OTC Bulletin Board by
NASDAQ (or, if not so reported, by the National Quotation Bureau or any
successor service), the average of the high bid and low ask prices so reported
for the 20 trading days immediately prior to the exercise date. Notwithstanding
the foregoing, if there is no reported closing price, last reported sales price,
or bid and ask prices, as the case may be, for the period in question, then the
current market price shall be determined in good faith by, and reflected in a
formal resolution of, the Board.

         2.18 "FAMILY MEMBER" means "family member" as defined in Section
A.1.(5) of the general instructions of Form S-8.

         2.19 "NON-EMPLOYEE DIRECTOR" means a director of the Company who is not
an active employee of the Company or an Affiliate.

         2.20 "OTHER STOCK-BASED AWARD" means an Award under Article X of this
Plan that is valued in whole or in part by reference to, or is payable in or
otherwise based on, Common Stock, including, without limitation, an Award valued
by reference to an Affiliate.

         2.21 "PARTICIPANT" means an Eligible Employee, Non-Employee Director or
Consultant to whom an Award has been granted pursuant to this Plan.

         2.22 "PERFORMANCE AWARD" means an Award made pursuant to Article IX of
this Plan of the right to receive Common Stock or cash at the end of a specified
Performance Period.

         2.23 "PERFORMANCE PERIOD" has the meaning set forth in Section 9.1.

         2.24 "PERSON" means any individual, corporation, partnership, limited
liability company, firm, joint venture, association, joint-stock company, trust,
incorporated organization, governmental or regulatory or other entity.

         2.25 "PLAN" means this theglobe.com, inc. 2004 Stock Incentive Plan, as
amended from time to time.

         2.26 "REFERENCE STOCK OPTION" has the meaning set forth in Section 7.1.

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         2.27 "RESTRICTED STOCK AWARD" means an Award of shares of Common Stock,
or the right to receive shares of Common Stock in the future, under this Plan
that is subject to restrictions under Article VIII.

         2.28 "RESTRICTION PERIOD" has the meaning set forth in Subsection
8.3(a) with respect to Restricted Stock Awards.

         2.29 "RETIREMENT" means a Termination of Employment or Termination of
Consultancy without Cause at or after age 65 or such earlier date as may be
determined by the Committee at the time of grant. With respect to a
Participant's Termination of Directorship, Retirement means the failure to stand
for reelection or the failure to be reelected on or after a Participant has
attained age 65.

         2.30 "RULE 16B-3" means Rule 16b-3 under Section 16(b) of the Exchange
Act as then in effect or any successor provision.

         2.31 "SECURITIES ACT" means the Securities Act of 1933, as amended and
all rules and regulations promulgated thereunder. Any reference to any section
of the Securities Act shall also be a reference to any successor provision.

         2.32 "STOCK APPRECIATION RIGHT" shall mean the right pursuant to an
Award granted under Article VII. A Tandem Stock Appreciation Right shall mean
the right to surrender to the Company all (or a portion) of a Stock Option in
exchange for an amount in cash and/or stock equal to the difference between (i)
the Fair Market Value on the date such Stock Option (or such portion thereof) is
surrendered, of the Common Stock covered by such Stock Option (or such portion
thereof), and (ii) the aggregate exercise price of such Stock Option (or such
portion thereof). A Non-Tandem Stock Appreciation Right shall mean the right to
receive an amount in cash and/or stock equal to the difference between (x) the
Fair Market Value of a share of Common Stock on the date such right is
exercised, and (y) the aggregate exercise price of such right, otherwise than on
surrender of a Stock Option.

         2.33 "STOCK OPTION" or "OPTION" means any option to purchase shares of
Common Stock granted to Eligible Employees, Non-Employee Directors or
Consultants granted pursuant to Article VI.

         2.34 "SUBSIDIARY" means any subsidiary corporation of the Company
within the meaning of Section 424(f) of the Code.

         2.35 "SUBSTITUTE AWARDS" mean Awards granted or shares of Common Stock
issued by the Company in assumption of, or in substitution or exchange for,
awards previously granted, or the right or obligation to make future awards, by
a company acquired by the Company or an Affiliate or with which the Company or
an Affiliate combines.

         2.36 "TERMINATION" means a Termination of Consultancy, Termination of
Directorship or Termination of Employment, as applicable.

         2.37 "TERMINATION OF CONSULTANCY" means: (a) that the Consultant is no
longer acting as a consultant to the Company or an Affiliate; or (b) when an
entity which is retaining a

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Participant as a Consultant ceases to be an Affiliate unless the Participant
otherwise is, or thereupon becomes, a Consultant to the Company or another
Affiliate at the time the entity ceases to be an Affiliate. In the event that a
Consultant becomes an Eligible Employee or a Non-Employee Director upon the
termination of his or her consultancy, unless otherwise determined by the
Committee, in its sole discretion, no Termination of Consultancy shall be deemed
to occur until such time as such Consultant is no longer a Consultant, an
Eligible Employee or a Non-Employee Director. Notwithstanding the foregoing, the
Committee may otherwise define Termination of Consultancy in the Award agreement
or, if no rights of a Participant are reduced, may otherwise define Termination
of Consultancy thereafter.

         2.38 "TERMINATION OF DIRECTORSHIP" means that the Non-Employee Director
has ceased to be a director of the Company; except that if a Non-Employee
Director becomes an Eligible Employee or a Consultant upon the termination of
his or her directorship, his or her ceasing to be a director of the Company
shall not be treated as a Termination of Directorship unless and until the
Participant has a Termination of Employment or Termination of Consultancy, as
the case may be.

         2.39 "TERMINATION OF EMPLOYMENT" means: (a) a termination of employment
(for reasons other than a military or personal leave of absence granted by the
Company) of a Participant from the Company and its Affiliates; or (b) when an
entity which is employing a Participant ceases to be an Affiliate, unless the
Participant otherwise is, or thereupon becomes, employed by the Company or
another Affiliate at the time the entity ceases to be an Affiliate. In the event
that an Eligible Employee becomes a Consultant or a Non-Employee Director upon
the termination of his or her employment, unless otherwise determined by the
Committee, in its sole discretion, no Termination of Employment shall be deemed
to occur until such time as such Eligible Employee is no longer an Eligible
Employee, a Consultant or a Non-Employee Director. Notwithstanding the
foregoing, the Committee may otherwise define Termination of Employment in the
Award agreement or, if no rights of a Participant are reduced, may otherwise
define Termination of Employment thereafter.

         2.40 "TRANSFER" means: (a) when used as a noun, any direct or indirect
transfer, sale, assignment, pledge, hypothecation, encumbrance or other
disposition (including the issuance of equity in a Person), whether for value or
no value and whether voluntary or involuntary (including by operation of law),
and (b) when used as a verb, to directly or indirectly transfer, sell, assign,
pledge, encumber, charge, hypothecate or otherwise dispose of (including the
issuance of equity in a Person) whether for value or for no value and whether
voluntarily or involuntarily (including by operation of law). "Transferred" and
"Transferable" shall have a correlative meaning.

                                   ARTICLE III

                                 ADMINISTRATION

         3.1 THE COMMITTEE. The Plan shall be administered and interpreted by
the Committee. Notwithstanding anything herein to the contrary, the Board shall
have authority for administration and interpretation of the Plan with respect to
Non-Employee Directors and all

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references herein to the authority of the Committee as applied to Non-Employee
Directors shall be deemed to refer to the Board.

         3.2 GRANTS OF AWARDS. The Committee shall have full authority to grant,
pursuant to the terms of this Plan, to Eligible Employees, Consultants and
Non-Employee Directors: (i) Stock Options, (ii) Stock Appreciation Rights, (iii)
Restricted Stock Awards, (iv) Performance Awards, and (v) Other Stock-Based
Awards. In particular, the Committee shall have the authority:

         (a)      to select the Eligible Employees, Consultants and Non-Employee
                  Directors to whom Awards may from time to time be granted
                  hereunder;

         (b)      to determine whether and to what extent Awards, or any
                  combination thereof, are to be granted hereunder to one or
                  more Eligible Employees, Consultants or Non-Employee
                  Directors;

         (c)      to determine the number of shares of Common Stock to be
                  covered by each Award granted hereunder;

         (d)      to determine the terms and conditions, not inconsistent with
                  the terms of this Plan, of any Award granted hereunder
                  (including, but not limited to, the exercise or purchase price
                  (if any), any restriction or limitation, any vesting schedule
                  or acceleration thereof, or any forfeiture restrictions or
                  waiver thereof, regarding any Award and the shares of Common
                  Stock relating thereto, based on such factors, if any, as the
                  Committee shall determine, in its sole discretion);

         (e)      to determine whether, to what extent and under what
                  circumstances grants of Options and other Awards under this
                  Plan are to operate on a tandem basis and/or in conjunction
                  with or apart from other awards made by the Company outside of
                  this Plan;

         (f)      to determine whether and under what circumstances a Stock
                  Option may be settled in cash, Common Stock and/or restricted
                  stock under Section 6.2(d);

         (g)      to determine whether, to what extent and under what
                  circumstances Common Stock and other amounts payable with
                  respect to an Award under this Plan shall be deferred either
                  automatically or at the election of the Participant;

         (h)      to determine whether to require a Participant, as a condition
                  of the granting of any Award, to not sell or otherwise dispose
                  of shares acquired pursuant to the exercise of an Award for a
                  period of time as determined by the Committee, in its sole
                  discretion, following the date of the acquisition of such
                  Award;

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         (i)      to modify, extend or renew an Award, subject to Article XII
                  herein, provided, however, that if an Award is modified,
                  extended or renewed and thereby deemed to be the issuance of a
                  new Award under the Code or the applicable accounting rules,
                  the exercise price of a Stock Option may continue to be the
                  original exercise price even if less than the Fair Market
                  Value of the Common Stock at the time of such modification,
                  extension or renewal;

         (j)      to offer to buy out an Award previously granted, based on such
                  terms and conditions as the Committee shall establish and
                  communicate to the Participant at the time such offer is made;

         (k)      solely to the extent permitted by applicable law, to determine
                  whether, to what extent and under what circumstances to
                  provide loans (which may be on a recourse basis and shall bear
                  interest at the rate the Committee shall provide) to
                  Participants in order to exercise Options under the Plan; and

         (l)      to determine at grant that a Stock Option shall cease to be
                  exercisable or an Award shall be forfeited, or that proceeds
                  or profits applicable to an Award shall be returned to the
                  Company, in the event the Participant engages in detrimental
                  activity with respect to the Company or its Affiliates (as
                  such term is defined by the Committee in the Award agreement)
                  and, to interpret such definition and to approve waivers with
                  regard thereto.

         3.3 GUIDELINES. Subject to Article XII hereof, the Committee shall have
the authority to adopt, alter and repeal such administrative rules, guidelines
and practices governing this Plan and perform all acts, including the delegation
of its responsibilities (to the extent permitted by applicable law and
applicable stock exchange rules), as it shall, from time to time, deem
advisable; to construe and interpret the terms and provisions of this Plan and
any Award issued under this Plan (and any agreements relating thereto); and to
otherwise supervise the administration of this Plan. The Committee may correct
any defect, supply any omission or reconcile any inconsistency in this Plan or
in any agreement relating thereto in the manner and to the extent it shall deem
necessary to effectuate the purpose and intent of this Plan. Notwithstanding the
foregoing, no action of the Committee under this Section 3.3 shall impair the
rights of any Participant without the Participant's consent. To the extent
applicable, this Plan is intended to comply with the applicable requirements of
Rule 16b-3, and this Plan shall be limited, construed and interpreted in a
manner so as to comply therewith.

         The Committee may adopt special guidelines and provisions for persons
who are residing in or employed in, or subject to, the taxes of, any domestic or
foreign jurisdictions to comply with applicable tax and securities laws of such
domestic or foreign jurisdictions.

         3.4 DECISIONS FINAL. Any decision, interpretation or other action made
or taken in good faith by or at the direction of the Company, the Board or the
Committee (or any of its members) arising out of or in connection with this Plan
shall be within the absolute discretion of all and each of them, as the case may
be, and shall be final, binding and conclusive on the

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Company and all employees and Participants and their respective heirs,
executors, administrators, successors and assigns.

         3.5 PROCEDURES. If the Committee is appointed, the Board shall
designate one of the members of the Committee as chairman and the Committee
shall hold meetings, subject to the By-Laws of the Company, at such times and
places as it shall deem advisable, including, without limitation, by telephone
conference or by written consent to the extent permitted by applicable law. A
majority of the Committee members shall constitute a quorum. All determinations
of the Committee shall be made by a majority of its members. Any decision or
determination reduced to writing and signed by all the Committee members in
accordance with the By-Laws of the Company, shall be fully effective as if it
had been made by a vote at a meeting duly called and held. The Committee shall
keep minutes of its meetings and shall make such rules and regulations for the
conduct of its business as it shall deem advisable.

         3.6 DESIGNATION OF CONSULTANTS/LIABILITY.

         (a)      The Committee may designate employees of the Company and
                  professional advisors to assist the Committee in the
                  administration of this Plan and (to the extent permitted by
                  applicable law and applicable exchange rules) may grant
                  authority to officers to grant Awards and/or execute
                  agreements or other documents on behalf of the Committee.

         (b)      The Committee may employ such legal counsel, consultants and
                  agents as it may deem desirable for the administration of this
                  Plan and may rely upon any opinion received from any such
                  counsel or consultant and any computation received from any
                  such consultant or agent. Expenses incurred by the Committee
                  or the Board in the engagement of any such counsel, consultant
                  or agent shall be paid by the Company. The Committee, its
                  members and any person designated pursuant to sub-section (a)
                  above shall not be liable for any action or determination made
                  in good faith with respect to this Plan. To the maximum extent
                  permitted by applicable law, no officer of the Company or
                  member or former member of the Committee or of the Board shall
                  be liable for any action or determination made in good faith
                  with respect to this Plan or any Award granted under it.

         3.7 INDEMNIFICATION. To the maximum extent permitted by applicable law
and the Certificate of Incorporation and By-Laws of the Company and to the
extent not covered by insurance directly insuring such person, each officer and
member or former member of the Committee or the Board shall be indemnified and
held harmless by the Company against any cost or expense (including reasonable
fees of counsel reasonably acceptable to the Committee) or liability (including
any sum paid in settlement of a claim with the approval of the Committee), and
advanced amounts necessary to pay the foregoing at the earliest time and to the
fullest extent permitted, arising out of any act or omission to act in
connection with the administration of this Plan, except to the extent arising
out of such officer's, member's or former member's own fraud or bad faith. Such
indemnification shall be in addition to any rights of indemnification the
employees, officers, directors or members or former officers, directors or
members may have

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under applicable law or under the Certificate of Incorporation or By-Laws of the
Company or any Affiliate or any agreement of indemnification. Notwithstanding
anything else herein, this indemnification will not apply to the actions or
determinations made by an individual with regard to Awards granted to him or her
under this Plan.

                                   ARTICLE IV

                                SHARE LIMITATION

         4.1 SHARES.

         (a)      Aggregate Limitation. The following provisions apply in
                  determining the aggregate number of shares of Common Stock
                  available under the Plan.

                  (i)      The aggregate number of shares of Common Stock that
                           may be issued or used for reference purposes or with
                           respect to which Awards may be granted under this
                           Plan shall not exceed 7,500,000 shares (subject to
                           any increase or decrease pursuant to Section 4.2),
                           which may be either authorized and unissued Common
                           Stock or Common Stock held in or acquired for the
                           treasury of the Company or both. Any shares of Common
                           Stock that are subject to Awards of Options or Stock
                           Appreciation Rights shall be counted against this
                           limit as one share for every share granted. Any
                           shares of Common Stock that are subject to Awards
                           other than Options or Stock Appreciation Rights shall
                           be counted against this limit as 2.5 shares for every
                           share granted.

                  (ii)     If any Option or Stock Appreciation Right granted
                           under this Plan expires, terminates or is canceled
                           for any reason without having been exercised in full,
                           the number of shares of Common Stock underlying any
                           unexercised Award shall again be available for the
                           purpose of Awards under the Plan. If any Restricted
                           Stock Awards, Performance Awards, or Other
                           Stock-Based Awards denominated in shares of Common
                           Stock awarded under this Plan to a Participant are
                           forfeited for any reason, the number of forfeited
                           shares of Common Stock shall again be available for
                           the purposes of Awards under the Plan. If a Stock
                           Appreciation Right is granted in tandem with an
                           Option, such grant shall only apply once against the
                           maximum number of shares of Common Stock which may be
                           issued under this Plan. Awards settled in cash shall
                           again be available for issuance under this Plan.

                  (iii)    In determining the number of shares of Common Stock
                           available for Awards, if Common Stock has been
                           delivered or exchanged as full or partial payment to
                           the Company for payment of the exercise price or
                           purchase price of an Award under the Plan, or for
                           payment of withholding taxes with respect to Awards
                           under the Plan, or if

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                           the number shares of Common Stock otherwise
                           deliverable has been reduced for payment of the
                           exercise price or purchase price or for payment of
                           withholding taxes, the number of shares of Common
                           Stock exchanged as payment in connection with the
                           exercise or for withholding or reduced shall again be
                           available for purpose of Awards under this Plan. In
                           addition, shares of Common Stock reacquired by the
                           Company on the open market or otherwise using cash
                           proceeds received by the Company from the exercise of
                           Stock Options granted under the Plan shall again be
                           available for purposes of Awards under this Plan,
                           provided that the number of shares of Common Stock
                           available pursuant to repurchase shall not exceed (i)
                           the amount of proceeds, divided by (ii) the Fair
                           Market Value on the date of exercise which generated
                           such proceeds.

                  (iv)     Any shares of Common Stock that again become
                           available for grant pursuant to this Section 4.1(a)
                           shall be added back as one share if such share were
                           subject to an Option or Stock Appreciation Right
                           granted under the Plan, and as 2.5 shares if such
                           shares were subject to an Award other than an Option
                           or a Stock Appreciation Right granted under the Plan.

         (b)      Substitute Awards. Substitute Awards shall not reduce the
                  shares of Common Stock authorized for grant under the Plan
                  pursuant to Section 4.1(a). Additionally, in the event that a
                  company acquired by the Company or an Affiliate, or with which
                  the Company or an Affiliate combines, has shares available
                  under a pre-existing plan approved by stockholders and not
                  adopted in contemplation of such acquisition or combination,
                  the shares available for grant pursuant to the terms of such
                  pre-existing plan (as adjusted, to the extent appropriate,
                  using the exchange ratio or other adjustment or valuation
                  ratio or formula used in such acquisition or combination to
                  determine the consideration payable to the holders of common
                  stock of the entities party to such acquisition or
                  combination) may be used for Awards under the Plan and shall
                  not reduce the shares of Common Stock authorized for grant
                  under the Plan; provided that Awards using such available
                  shares shall not be made after the date awards or grants could
                  have been made under the terms of the pre-existing plan,
                  absent the acquisition or combination, and shall only be made
                  to individuals who were not Eligible Employees, Consultants or
                  Non-Employee Directors prior to such acquisition or
                  combination.

         4.2 CHANGES.

         (a)      The existence of this Plan and the Awards granted hereunder
                  shall not affect in any way the right or power of the Board or
                  the stockholders of the Company to make or authorize (i) any
                  adjustment, recapitalization, reorganization or other change
                  in the Company's capital structure or its

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                  business, (ii) any merger or consolidation of the Company or
                  any Affiliate, (iii) any issuance of bonds, debentures,
                  preferred or prior preference stock ahead of or affecting the
                  Common Stock, (iv) the dissolution or liquidation of the
                  Company or any Affiliate, (v) any sale or transfer of all or
                  part of the assets or business of the Company or any Affiliate
                  or (vi) any other corporate act or proceeding.

         (b)      Subject to the provisions of Section 4.2(d), in the event of
                  any such change in the capital structure or business of the
                  Company by reason of any stock split, reverse stock split,
                  stock dividend, combination or reclassification of shares,
                  recapitalization, merger, consolidation, spin-off,
                  reorganization, partial or complete liquidation, issuance of
                  rights or warrants to purchase any Common Stock or securities
                  convertible into Common Stock, any sale or transfer of all or
                  part of the Company's assets or business, any special cash
                  dividend or any other corporate transaction or event having an
                  effect similar to any of the foregoing and effected without
                  receipt of consideration by the Company and the Committee
                  determines in good faith that an adjustment is necessary or
                  appropriate under the Plan to prevent substantial dilution or
                  enlargement of the rights granted to, or available for,
                  Participants under the Plan, then the aggregate number and
                  kind of shares that thereafter may be issued under this Plan,
                  the number and kind of shares or other property (including
                  cash) to be issued upon exercise of an outstanding Award or
                  under other Awards granted under this Plan and the purchase
                  price thereof shall be appropriately adjusted consistent with
                  such change in such manner as the Committee may deem equitable
                  to prevent substantial dilution or enlargement of the rights
                  granted to, or available for, Participants under this Plan,
                  and any such adjustment determined by the Committee in good
                  faith shall be final, binding and conclusive on the Company
                  and all Participants and employees and their respective heirs,
                  executors, administrators, successors and assigns. In
                  connection with any event described in this paragraph, the
                  Committee may provide, in its sole discretion, for the
                  cancellation of any outstanding Awards and payment in cash or
                  other property in exchange therefor. Except as provided in
                  this Section 4.2 or in the applicable Award agreement, a
                  Participant shall have no rights by reason of any issuance by
                  the Company of any class or securities convertible into stock
                  of any class, any subdivision or consolidation of shares of
                  stock of any class, the payment of any stock dividend, any
                  other increase or decrease in the number of shares of stock of
                  any class, any sale or transfer of all or part of the
                  Company's assets or business or any other change affecting the
                  Company's capital structure or business.

         (c)      Unless otherwise determined by the Committee, fractional
                  shares of Common Stock resulting from any adjustment in Awards
                  pursuant to Section 4.2(a) or (b) shall be aggregated until,
                  and eliminated at, the time of exercise by rounding-down and
                  any remaining fractional shares of

                                       11
<PAGE>

                  Common Stock shall be settled in cash. Notice of any
                  adjustment shall be given by the Committee to each Participant
                  whose Award has been adjusted and such adjustment (whether or
                  not such notice is given) shall be effective and binding for
                  all purposes of this Plan.

         (d)      In the event of a merger or consolidation in which the Company
                  is not the surviving entity or in the event of any transaction
                  that results in the acquisition of substantially all of the
                  Company's outstanding Common Stock by a single person or
                  entity or by a group of persons and/or entities acting in
                  concert, or in the event of the sale or transfer of all or
                  substantially all of the Company's assets (all of the
                  foregoing being referred to as an "Acquisition Event"), then
                  the Committee may, in its sole discretion, terminate all
                  outstanding and unexercised Awards effective as of the date of
                  the Acquisition Event, by delivering notice of termination to
                  each Participant at least 20 days prior to the date of
                  consummation of the Acquisition Event, in which case during
                  the period from the date on which such notice of termination
                  is delivered to the consummation of the Acquisition Event,
                  each such Participant shall have the right to exercise in full
                  all of his or her Awards that are then outstanding (without
                  regard to any limitations on exercisability otherwise
                  contained in the Award agreements), but any such exercise
                  shall be contingent on the occurrence of the Acquisition
                  Event, and, provided that, if the Acquisition Event does not
                  take place within a specified period after giving such notice
                  for any reason whatsoever, the notice and exercise pursuant
                  thereto shall be null and void.

                  If an Acquisition Event occurs but the Committee does not
                  terminate the outstanding Awards pursuant to this Section
                  4.2(d), then the provisions of Section 4.2(b) and Article XI
                  shall apply.

         4.3 MINIMUM PURCHASE PRICE. Notwithstanding any provision of this Plan
to the contrary, if authorized but previously unissued shares of Common Stock
are issued under this Plan, such shares shall not be issued for a consideration
that is less than as permitted under applicable law.

                                    ARTICLE V

                                   ELIGIBILITY

         5.1 GENERAL ELIGIBILITY. All Eligible Employees, Consultants and
Non-Employee Directors are eligible to be granted Awards. Eligibility for the
grant of Awards and actual participation in this Plan shall be determined by the
Committee in its sole discretion.

         5.2 GENERAL REQUIREMENT. The vesting and exercise of Awards granted to
a prospective employee or consultant shall be conditioned upon such individual
actually becoming an employee of or consultant to the Company or an Affiliate
within a reasonable time thereafter, as determined by the Committee.

                                       12
<PAGE>

                                   ARTICLE VI

                                  STOCK OPTIONS

         6.1 OPTIONS. Stock Options may be granted alone or in addition to other
Awards granted under this Plan. The Committee shall have the authority to grant
any Eligible Employee, Consultant or Non-Employee Director one or more Stock
Options. Each Stock Option granted under this Plan shall be a non-qualified
Stock Option, not intended to be an incentive stock option within the meaning of
Section 422 of the Code.

         6.2 TERMS OF OPTIONS. Options granted under this Plan shall be subject
to the following terms and conditions and shall be in such form and contain such
additional terms and conditions, not inconsistent with the terms of this Plan,
as the Committee shall deem desirable:

         (a)      Exercise Price. The exercise price per share of Common Stock
                  subject to a Stock Option shall be determined by the Committee
                  at the time of grant.

         (b)      Stock Option Term. The term of each Stock Option shall be
                  fixed by the Committee, provided that no Stock Option shall be
                  exercisable more than 10 years after the date the Option is
                  granted.

         (c)      Exercisability. Unless the Committee determines otherwise at
                  grant or as otherwise provided herein, Stock Options shall be
                  exercisable no earlier than one year after grant (except with
                  respect to Stock Options granted to Non-Employee Directors)
                  and shall be exercisable at such time or times and subject to
                  such terms and conditions as shall be determined by the
                  Committee at grant. Notwithstanding the foregoing, if the
                  Committee provides, in its discretion, that any Stock Option
                  is exercisable subject to certain limitations (including,
                  without limitation, that such Stock Option is exercisable only
                  in installments or within certain time periods), the Committee
                  may waive such limitations on the exercisability at any time
                  at or after grant in whole or in part (including, without
                  limitation, waiver of the installment exercise provisions or
                  acceleration of the time at which such Stock Option may be
                  exercised), based on such factors, if any, as the Committee
                  shall determine, in its sole discretion.

         (d)      Method of Exercise. Subject to whatever installment exercise
                  and waiting period provisions apply under subsection (c)
                  above, to the extent vested, Stock Options may be exercised in
                  whole or in part at any time during the Option term, by giving
                  written notice of exercise to the Company specifying the
                  number of shares of Common Stock to be purchased. Such notice
                  shall be accompanied by payment in full of the purchase price
                  (or arrangements satisfactory to the Committee made for such
                  payment) as follows: (i) in cash or by check, bank draft or
                  money order payable to the order of the Company; (ii) solely
                  to the extent permitted by applicable law, if the Common Stock
                  is traded on a national or regional securities exchange or
                  reported by the NASDAQ National Market System (or

                                       13
<PAGE>

                  similar system then in use) or in the OTC Bulletin Board by
                  NASDAQ (or the National Quotation Bureau or any successor
                  service), and the Committee authorizes, through a procedure
                  whereby the Participant delivers irrevocable instructions to a
                  broker reasonably acceptable to the Committee to deliver
                  promptly to the Company an amount equal to the purchase price
                  (a "Cashless Exercise"); or (iii) on such other terms and
                  conditions as may be acceptable to the Committee (including,
                  without limitation, the relinquishment of Stock Options or by
                  payment in full or in part in the form of Common Stock
                  (including by attestation) owned by the Participant for such
                  period, or acquired in such manner, as to avoid an incremental
                  charge, for accounting purposes, against the Company's
                  earnings as reported in the Company's financial statements
                  (and for which the Participant has good title free and clear
                  of any liens and encumbrances) based on the Fair Market Value
                  of the Common Stock on the payment date as determined by the
                  Committee). No shares of Common Stock shall be issued until
                  payment therefor, as provided herein, has been made or
                  provided for.

         (e)      Termination by Death, Disability or Retirement. Unless
                  otherwise determined by the Committee at grant, or if no
                  rights of the Participant are reduced, thereafter, if
                  Participant's Termination is by reason of death, Disability or
                  Retirement, all Stock Options that are held by such
                  Participant that are vested and exercisable at the time of the
                  Participant's Termination may be exercised by the Participant
                  (or, in the case of death, by the legal representative of the
                  Participant's estate) at any time within a period of one year
                  from the date of such Termination, but in no event beyond the
                  expiration of the stated term of such Stock Options; provided,
                  however, that in the case of Retirement, if the Participant
                  dies within such exercise period, all unexercised Stock
                  Options held by such Participant shall thereafter be
                  exercisable, to the extent to which they were exercisable at
                  the time of death, for a period of one year from the date of
                  such death, but in no event beyond the expiration of the
                  stated term of such Stock Options.

         (f)      Involuntary Termination Without Cause. Unless otherwise
                  determined by the Committee at grant, or if no rights of the
                  Participant are reduced, thereafter, if a Participant's
                  Termination is by involuntary termination without Cause, all
                  Stock Options that are held by such Participant that are
                  vested and exercisable at the time of the Participant's
                  Termination may be exercised by the Participant at any time
                  within a period of 90 days from the date of such Termination,
                  but in no event beyond the expiration of the stated term of
                  such Stock Options.

         (g)      Voluntary Termination. Unless otherwise determined by the
                  Committee at grant, or if no rights of the Participant are
                  reduced, thereafter, if a Participant's Termination is
                  voluntary (other than a voluntary termination described in
                  subsection (h)(y) below or covered by (f) above), all Stock

                                       14
<PAGE>


                  Options that are held by such Participant that are vested and
                  exercisable at the time of the Participant's Termination may
                  be exercised by the Participant at any time within a period of
                  30 days from the date of such Termination, but in no event
                  beyond the expiration of the stated term of such Stock
                  Options.

         (h)      Termination for Cause. Unless otherwise determined by the
                  Committee at grant, or if no rights of the Participant are
                  reduced, thereafter, if a Participant's Termination (x) is for
                  Cause or (y) is a voluntary Termination after the occurrence
                  of an event that would be grounds for a Termination for Cause,
                  all Stock Options, whether vested or not vested, that are held
                  by such Participant shall thereupon terminate and expire as of
                  the date of such Termination.

         (i)      Unvested Stock Options. Unless otherwise determined by the
                  Committee at grant, or if no rights of the Participant are
                  reduced, thereafter, Stock Options that are not vested as of
                  the date of a Participant's Termination for any reason shall
                  terminate and expire as of the date of such Termination.

         (j)      Form, Modification, Extension and Renewal of Stock Options.
                  Subject to the terms and conditions and within the limitations
                  of this Plan, Stock Options shall be evidenced by such form of
                  agreement or grant as is approved by the Committee, and the
                  Committee may (i) modify, extend or renew outstanding Stock
                  Options granted under this Plan (provided that the rights of a
                  Participant are not reduced without his or her consent), and
                  (ii) accept the surrender of outstanding Stock Options (up to
                  the extent not theretofore exercised) and authorize the
                  granting of new Stock Options in substitution therefor (to the
                  extent not theretofore exercised). Notwithstanding the
                  foregoing, an outstanding Option may not be modified to reduce
                  the exercise price thereof nor may a new Option at a lower
                  price be substituted for a surrendered Option (other than
                  adjustments or substitutions in accordance with Section 4.2),
                  unless such action is approved by the stockholders of the
                  Company.

         (k)      Buyout and Settlement Provisions. The Committee may at any
                  time offer to buy out an Option previously granted, based on
                  such terms and conditions as the Committee shall establish and
                  communicate to the Participant at the time that such offer is
                  made.

         (l)      Deferred Delivery of Common Stock. The Committee may in its
                  discretion permit Participants to defer delivery of Common
                  Stock acquired pursuant to a Participant's exercise of an
                  Option in accordance with the terms and conditions established
                  by the Committee.

         (m)      Early Exercise. The Committee may provide that a Stock Option
                  include a provision whereby the Participant may elect at any
                  time before the Participant's Termination to exercise the
                  Stock Option as to any part or all

                                       15
<PAGE>

                  of the shares of Common Stock subject to the Stock Option
                  prior to the full vesting of the Stock Option and such shares
                  shall be subject to the provisions of Article VIII and treated
                  as restricted stock. Any unvested shares of Common Stock so
                  purchased may be subject to a repurchase option in favor of
                  the Company or to any other restriction the Committee
                  determines to be appropriate.

         (n)      Other Terms and Conditions. Stock Options may contain such
                  other provisions, which shall not be inconsistent with any of
                  the terms of this Plan, as the Committee shall deem
                  appropriate.

                                   ARTICLE VII

                            STOCK APPRECIATION RIGHTS

         7.1 TANDEM STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may be
granted in conjunction with all or part of any Stock Option (a "Reference Stock
Option") granted under this Plan ("Tandem Stock Appreciation Rights"). Such
rights may be granted either at or after the time of the grant of such Reference
Stock Option.

         7.2 TERMS AND CONDITIONS OF TANDEM STOCK APPRECIATION RIGHTS. Tandem
Stock Appreciation Rights granted hereunder shall be subject to such terms and
conditions, not inconsistent with the provisions of this Plan, as shall be
determined from time to time by the Committee, and the following:

         (a)      Term. A Tandem Stock Appreciation Right or applicable portion
                  thereof granted with respect to a Reference Stock Option shall
                  terminate and no longer be exercisable upon the termination or
                  exercise of the Reference Stock Option, except that, unless
                  otherwise determined by the Committee, in its sole discretion,
                  at the time of grant, a Tandem Stock Appreciation Right
                  granted with respect to less than the full number of shares
                  covered by the Reference Stock Option shall not be reduced
                  until and then only to the extent the exercise or termination
                  of the Reference Stock Option causes the number of shares
                  covered by the Tandem Stock Appreciation Right to exceed the
                  number of shares remaining available and unexercised under the
                  Reference Stock Option.

         (b)      Exercisability. Tandem Stock Appreciation Rights shall be
                  exercisable only at such time or times and to the extent that
                  the Reference Stock Options to which they relate shall be
                  exercisable in accordance with the provisions of Article VI,
                  and shall be subject to the provisions of Section 6.2(c).

         (c)      Method of Exercise. A Tandem Stock Appreciation Right may be
                  exercised by the Participant by surrendering the applicable
                  portion of the Reference Stock Option. Upon such exercise and
                  surrender, the Participant shall be entitled to receive an
                  amount determined in the

                                       16
<PAGE>

                  manner prescribed in this Section 7.2. Stock Options which
                  have been so surrendered, in whole or in part, shall no longer
                  be exercisable to the extent the related Tandem Stock
                  Appreciation Rights have been exercised.

         (d)      Payment. Upon the exercise of a Tandem Stock Appreciation
                  Right a Participant shall be entitled to receive up to, but no
                  more than, an amount in cash and/or Common Stock (as chosen by
                  the Committee in its sole discretion at the time of grant)
                  equal in value to the excess of the Fair Market Value of one
                  share of Common Stock over the Option exercise price per share
                  specified in the Reference Stock Option agreement multiplied
                  by the number of shares in respect of which the Tandem Stock
                  Appreciation Right shall have been exercised.

         (e)      Deemed Exercise of Reference Stock Option. Upon the exercise
                  of a Tandem Stock Appreciation Right, the Reference Stock
                  Option or part thereof to which such Stock Appreciation Right
                  is related shall be deemed to have been exercised for the
                  purpose of the limitation set forth in Article IV of the Plan
                  on the number of shares of Common Stock to be issued under the
                  Plan.

         7.3 NON-TANDEM STOCK APPRECIATION RIGHTS. Non-Tandem Stock Appreciation
Rights may also be granted without reference to any Stock Options granted under
this Plan.

         7.4 TERMS AND CONDITIONS OF NON-TANDEM STOCK APPRECIATION RIGHTS.
Non-Tandem Stock Appreciation Rights granted hereunder shall be subject to such
terms and conditions, not inconsistent with the provisions of this Plan, as
shall be determined from time to time by the Committee, and the following:

         (a)      Term. The term of each Non-Tandem Stock Appreciation Right
                  shall be fixed by the Committee, but shall not be greater than
                  10 years after the date the right is granted.

         (b)      Exercisability. Unless the Committee determines otherwise at
                  grant or as otherwise provided herein, Non-Tandem Stock
                  Appreciation Rights shall be exercisable no earlier than one
                  year after grant (except with respect to Non-Tandem Stock
                  Appreciation Rights granted to Non-Employee Directors) and
                  shall be exercisable at such time or times and subject to such
                  terms and conditions as shall be determined by the Committee
                  at grant. If the Committee provides, in its discretion, that
                  any such right is exercisable subject to certain limitations
                  (including, without limitation, that it is exercisable only in
                  installments or within certain time periods), the Committee
                  may waive such limitations on the exercisability at any time
                  at or after grant in whole or in part (including, without
                  limitation, waiver of the installment exercise provisions or
                  acceleration of the time at which such right may be
                  exercised), based on such factors, if any, as the Committee
                  shall determine, in its sole discretion.

                                       17
<PAGE>

         (c)      Method of Exercise. Subject to whatever installment exercise
                  and waiting period provisions apply under subsection (b)
                  above, Non-Tandem Stock Appreciation Rights may be exercised
                  in whole or in part at any time in accordance with the
                  applicable Award agreement, by giving written notice of
                  exercise to the Company specifying the number of Non-Tandem
                  Stock Appreciation Rights to be exercised.

         (d)      Payment. Upon the exercise of a Non-Tandem Stock Appreciation
                  Right a Participant shall be entitled to receive, for each
                  right exercised, up to, but no more than, an amount in cash
                  and/or Common Stock (as chosen by the Committee in its sole
                  discretion at the time of grant) equal in value to the excess
                  of the Fair Market Value of one share of Common Stock on the
                  date the right is exercised over the Fair Market Value of one
                  share of Common Stock on the date the right was awarded to the
                  Participant.

                                  ARTICLE VIII

                             RESTRICTED STOCK AWARDS

         8.1 RESTRICTED STOCK AWARDS. Restricted Stock Awards may be issued
either alone or in addition to other Awards granted under the Plan. The
Committee shall determine the Eligible Employees, Consultants and Non-Employee
Directors, to whom, and the time or times at which, grants of Restricted Stock
Awards shall be made, the number of shares to be awarded, the price (if any) to
be paid by the Participant (subject to Section 8.2), the time or times within
which such Awards may be subject to forfeiture, the vesting schedule and rights
to acceleration thereof, and all other terms and conditions of the Awards.

         8.2 AWARDS AND CERTIFICATES. Eligible Employees, Consultants and
Non-Employee Directors selected to receive a Restricted Stock Award shall not
have any rights with respect to such Award, unless and until such Participant
has delivered a fully executed copy of the agreement evidencing the Award to the
Company and has otherwise complied with the applicable terms and conditions of
such Award. Further, such Award shall be subject to the following conditions:

         (a)      Purchase Price. The purchase price of a Restricted Stock Award
                  shall be fixed by the Committee. Subject to Section 4.3, the
                  purchase price for a Restricted Stock Award may be zero to the
                  extent permitted by applicable law, and, to the extent not so
                  permitted, such purchase price may not be less than par value.

         (b)      Acceptance. Restricted Stock Awards must be accepted within a
                  period of 60 days (or such shorter period as the Committee may
                  specify at grant) after the grant date, by executing an Award
                  agreement and by paying whatever price (if any) the Committee
                  has designated thereunder.

         8.3 RESTRICTIONS AND CONDITIONS. Restricted Stock Awards awarded
pursuant to this Plan shall be subject to the following restrictions and
conditions:

                                       18
<PAGE>

         (a)      Restriction Period.

                  (i)      The Participant shall not be permitted to Transfer a
                           Restricted Stock Award awarded under this Plan during
                           the period or periods set by the Committee (the
                           "Restriction Period") commencing on the date of such
                           Award, as set forth in the Award agreement and such
                           agreement shall set forth a vesting schedule and any
                           events which would accelerate vesting of the
                           Restricted Stock Award. Unless the Committee
                           determines otherwise at grant, and except with
                           respect to Restricted Stock Awards granted to
                           Non-Employee Directors, the minimum Restriction
                           Period shall be three years (permitting pro-rata
                           vesting over such three year period). Within these
                           limits, based on service, attainment of performance
                           goals pursuant to Section 8.3(a)(ii) below and/or
                           such other factors or criteria as the Committee may
                           determine in its sole discretion, the Committee may
                           condition the grant or provide for the lapse of such
                           restrictions installments in whole or in part, or may
                           accelerate the vesting of all or any part of any
                           Restricted Stock Award and/or waive the deferral
                           limitations for all or any part of any such Award.

                  (ii)     Objective Performance Goals, Formulae or Standards.
                           If the grant of a Restricted Stock Award or the lapse
                           of restrictions is based on the attainment of
                           performance goals, the Committee shall establish the
                           objective performance goals, including, to the extent
                           the Committee so determines, from among those set
                           forth in Exhibit A hereto, and the applicable vesting
                           percentage of the Restricted Stock Award applicable
                           to each Participant or class of Participants in
                           writing prior to the beginning of the applicable
                           fiscal year or at such later date as otherwise
                           determined by the Committee and while the outcome of
                           the performance goals are substantially uncertain.

         (b)      Rights as a Stockholder. The Participant shall have none of
                  the attendant rights of a holder of shares of Common Stock of
                  the Company until the Participant becomes a shareholder of
                  record (other than rights to receive additional Restricted
                  Stock Awards for dividends and other distributions on shares
                  of Common Stock). Once the Participant becomes a shareholder
                  of record, the Participant shall have all of the rights of a
                  holder of shares of Common Stock of the Company including,
                  without limitation, the right to receive any dividends, the
                  right to vote such shares and, subject to and conditioned upon
                  the full vesting of shares of Common Stock, the right to
                  tender such shares. The Committee may, in its sole discretion,
                  determine at the time of grant that the payment of dividends
                  shall be deferred until, and conditioned upon, the expiration
                  of the applicable Restriction Period.

                                       19
<PAGE>

         (c)      Termination. Unless otherwise determined by the Committee at
                  grant or, if no rights of the Participant are reduced,
                  thereafter, subject to the applicable provisions of the Award
                  agreement and this Plan, upon a Participant's Termination for
                  any reason during the relevant Restriction Period, all
                  Restricted Stock Awards still subject to restriction will vest
                  or be forfeited in accordance with the terms and conditions
                  established by the Committee at grant or thereafter.

         (d)      Lapse of Restrictions. If and when the Restriction Period
                  expires without a prior forfeiture of the Restricted Stock
                  Award, certificates for shares attributable to such Award
                  shall be delivered to the Participant (or, if certificates
                  were previously issued, replacement certificates shall be
                  delivered upon return of the previously issued certificates).
                  All legends shall be removed from said certificates at the
                  time of delivery to the Participant, except as otherwise
                  required by applicable law or other limitations imposed by the
                  Committee. Notwithstanding the foregoing, actual certificates
                  shall not be issued to the extent that book entry
                  recordkeeping is used.

                                   ARTICLE IX

                               PERFORMANCE AWARDS

         9.1 PERFORMANCE AWARDS. Performance Awards may be awarded either alone
or in addition to other Awards granted under this Plan. The Committee shall
determine the Eligible Employees, Consultants and Non-Employee Directors, to
whom, and the time or times at which, Performance Awards shall be awarded, the
number of Performance Awards to be awarded to any person, the duration of the
period (the "Performance Period") during which, and the conditions under which,
a Participant's right to Performance Awards will be vested, the ability of
Participants to defer receipt of Performance Awards, and the other terms and
conditions of the Award in addition to those set forth in Section 9.2.

         Except as otherwise provided herein, the Committee shall condition the
right to payment or vesting of any Performance Award upon the attainment of
objective performance goals established pursuant to Section 9.2(b) below.

         9.2 TERMS AND CONDITIONS. Performance Awards awarded pursuant to this
Article IX shall be subject to the following terms and conditions:

         (a)      Earning or Vesting of Performance Award. At the expiration of
                  the applicable Performance Period, the Committee shall
                  determine the extent to which the performance goals
                  established pursuant to Section 9.2(b) are achieved and the
                  percentage of each Performance Award that has been earned or
                  vested.

         (b)      Objective Performance Goals, Formulae or Standards. The
                  Committee shall establish the objective performance goals,
                  including, to the extent the

                                       20
<PAGE>

                  Committee so determines, from among those set forth in Exhibit
                  A hereto, for the earning of Performance Awards based on a
                  Performance Period applicable to each Participant or class of
                  Participants in writing prior to the beginning of the
                  applicable Performance Period.

         (c)      Dividends. Unless otherwise determined by the Committee at the
                  time of grant, amounts equal to any dividends declared during
                  the Performance Period with respect to the number of shares of
                  Common Stock covered by a Performance Award will not be paid
                  to the Participant.

         (d)      Payment. Following the Committee's determination, shares of
                  Common Stock and/or cash, as determined by the Committee in
                  its sole discretion at the time of grant, shall be delivered
                  to the Eligible Employee, Consultant or Non-Employee Director,
                  or his legal representative, in an amount equal to such
                  individual's earned or vested Performance Award.
                  Notwithstanding the foregoing, the Committee may, in its sole
                  discretion, award a number of shares of Common Stock or an
                  amount of cash less than the earned Performance Award and/or
                  subject the payment of all or part of any Performance Award to
                  additional vesting, forfeiture and deferral conditions as it
                  deems appropriate.

         (e)      Termination. Subject to the applicable provisions of the Award
                  agreement and this Plan, upon a Participant's Termination for
                  any reason during the Performance Period for a given Award,
                  the Performance Award in question will vest or be forfeited in
                  accordance with the terms and conditions established by the
                  Committee at grant or, if no rights of the Participant are
                  reduced, thereafter.

         (f)      Accelerated Vesting. Based on service, performance and/or such
                  other factors or criteria, if any, as the Committee may
                  determine, the Committee may, at or after grant, accelerate
                  the vesting of all or any part of any Performance Award or
                  waive the deferral limitations for all or any part of such
                  Award.

                                    ARTICLE X

                            OTHER STOCK-BASED AWARDS

         10.1 OTHER AWARDS. The Committee is authorized to grant to Eligible
Employees, Consultants and Non-Employee Directors Other Stock-Based Awards that
are payable in, valued in whole or in part by reference to, or otherwise based
on or related to shares of Common Stock, including but not limited to, shares of
Common Stock awarded purely as a bonus and not subject to any restrictions or
conditions, shares of Common Stock in payment of the amounts due under an
incentive or performance plan sponsored or maintained by the Company or an
Affiliate, stock equivalent units, restricted stock units, and Awards valued by
reference to book value of shares of Common Stock. Other Stock-Based Awards may
be granted either alone or in addition to or in tandem with other Awards granted
under the Plan.

                                       21
<PAGE>

         Subject to the provisions of this Plan, the Committee shall have
authority to determine the Eligible Employees, Consultants and Non-Employee
Directors, to whom, and the time or times at which, such Awards shall be made,
the number of shares of Common Stock to be awarded pursuant to such Awards, and
all other conditions of the Awards. The Committee may also provide for the grant
of Common Stock under such Awards upon the completion of a specified performance
period.

         The Committee may condition the grant or vesting of Other Stock-Based
Awards upon the attainment of specified performance goals, including, to the
extent the Committee so determines, from among those set forth on Exhibit A
hereto, as the Committee may determine, in its sole discretion.

         10.2 TERMS AND CONDITIONS. Other Stock-Based Awards made pursuant to
this Article X shall be subject to the following terms and conditions:

         (a)      Dividends. Unless otherwise determined by the Committee at the
                  time of grant or, if no rights of the Participant are reduced,
                  thereafter, subject to the provisions of the Plan, the
                  recipient of an Award under this Article X shall not be
                  entitled to receive, currently or on a deferred basis,
                  dividends or dividend equivalents with respect to the number
                  of shares of Common Stock covered by the Award, as determined
                  at the time of the Award by the Committee, in its sole
                  discretion.

         (b)      Vesting. Any Award under this Article X and any Common Stock
                  covered by any such Award shall vest or be forfeited to the
                  extent so provided in the Award agreement, as determined by
                  the Committee, in its sole discretion.

         (c)      Price. Common Stock issued on a bonus basis under this Article
                  X may be issued for no cash consideration; Common Stock
                  purchased pursuant to a purchase right awarded under this
                  Article X shall be priced, as determined by the Committee in
                  its sole discretion, except to the extent required by law,
                  such price may not be less than par value.

                                   ARTICLE XI

                          CHANGE IN CONTROL PROVISIONS

         11.1 BENEFITS. In the event of a Change in Control of the Company (as
defined below), and except as otherwise provided by the Committee in an Award
agreement or, if no rights of the Participants are reduced, thereafter, no
acceleration of vesting or lapsing of restrictions shall occur with respect to
an Award. Notwithstanding the foregoing, the Committee may determine, prior to
the occurrence of the Change in Control, that the Award shall be continued,
assumed, have new rights substituted therefor or be treated in accordance with
Section 4.2(d) hereof. The Committee, in its sole discretion, may also provide
at the time of grant for the purchase of any Awards by the Company or an
Affiliate for an amount of cash equal to the excess of the Change in Control
Price (as defined below) of the shares of Common Stock covered by such Awards,

                                       22
<PAGE>

over the aggregate exercise price of such Awards. For purposes of this Section
11.1, Change in Control Price shall mean the average Fair Market Value of a
share of Common Stock during the 20 trading days immediately prior to a Change
in Control of the Company.

         CHANGE IN CONTROL. A "Change in Control" shall mean either of the
following events: (a) the acquisition (other than from the Company) by any
"Person" of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 50% or more of the combined voting power of the
Company's then outstanding voting securities other than by Michael Egan and/or
Edward Cespedes or either or their respective affiliates; or (b) approval by the
stockholders of the Company of (i) a merger or consolidation involving the
Company if the stockholders of the Company, immediately before such merger or
consolidation do not, as a result of such merger or consolidation, own, directly
or indirectly, more than 50% of the combined voting power of the then
outstanding voting securities of the corporation resulting from such merger or
consolidation or (ii) a complete liquidation or dissolution of the Company or an
agreement for the sale or other disposition of all or substantially all of the
assets of the Company. For purposes of clause (b)(ii), it shall not be a Change
of Control in the event the Company elects to sell all or substantially all of
its (or its subsidiaries) assets relating to Computer Games Print Magazine,
Computer Games On-Line and/or Chips and Bits, Inc. businesses.

                                   ARTICLE XII

         TERMINATION OR AMENDMENT OF PLAN/NON-TRANSFERABILITY OF AWARDS

         12.1 TERMINATION OR AMENDMENT. Notwithstanding any other provision of
this Plan, the Board may at any time, and from time to time, amend, in whole or
in part, any or all of the provisions of the Plan (including any amendment
deemed necessary to ensure that the Company may comply with any regulatory
requirement referred to in Article XIV), or suspend or terminate it entirely,
retroactively or otherwise; provided, however, that, unless otherwise required
by law, to comply with applicable law or applicable accounting rules, to correct
obvious drafting errors, or as specifically provided herein, the rights of a
Participant with respect to Awards granted prior to such amendment, suspension
or termination, may not be impaired without the consent of such Participant.
Notwithstanding the foregoing, following receipt of stockholder approval of the
Plan, the Plan may not be amended without the approval of the stockholders of
the Company in accordance with the applicable laws of the State of Delaware to
increase the aggregate number of shares of Common Stock that may be issued under
this Plan, decrease the minimum exercise price of any Award, or to make any
other amendment that would require stockholder approval under the rules of any
exchange or system on which the Company's securities are listed or traded at the
request of the Company. The Committee may amend the terms of any Award
theretofore granted, prospectively or retroactively, but, subject to Article IV
above or as required by law, to comply with applicable law or applicable
accounting rules, to correct obvious drafting errors, or as otherwise
specifically provided herein, no such amendment or other action by the Committee
shall impair the rights of any holder without the holder's consent.

         12.2 NON-TRANSFERABILITY OF AWARDS. Except as the Committee may permit,
in its sole discretion, at the time of grant or thereafter, no Award shall be
Transferable by the

                                       23
<PAGE>

Participant (including, without limitation to, a Family Member) otherwise than
by will or by the laws of descent and distribution, and all Awards shall be
exercisable, during the Participant's lifetime, only by the Participant Any
attempt to Transfer any Award or benefit not otherwise permitted Committee in
accordance with the foregoing sentence shall be void, and any such benefit shall
not in any manner be liable for or subject to the debts, contracts, liabilities,
engagements or torts of any person who shall be entitled to such benefit, nor
shall it be subject to attachment or legal process for or against such person. A
Stock Option that is Transferred pursuant to the preceding sentence (i) may not
be subsequently Transferred otherwise than by will or by the laws of descent and
distribution, except as may otherwise be permitted by the Committee and (ii)
remains subject to the terms of this Plan and the applicable Award agreement.
Any shares of Common Stock acquired by a permissible transferee shall continue
to be subject to the terms of this Plan and the applicable Award agreement.

                                  ARTICLE XIII

                                  UNFUNDED PLAN

         13.1 UNFUNDED STATUS OF PLAN. This Plan is intended to constitute an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments as to which a Participant has a fixed and vested interest but which are
not yet made to a Participant by the Company, nothing contained herein shall
give any such Participant any rights that are greater than those of a general
unsecured creditor of the Company.

                                   ARTICLE XIV

                               GENERAL PROVISIONS

         14.1 LEGEND AND CUSTODY. The Committee may require each person
receiving shares of Common Stock pursuant to a Stock Option or other Award under
the Plan to represent to and agree with the Company in writing that the
Participant is acquiring the shares without a view to distribution thereof. In
addition to any legend required by this Plan, the certificates for such shares
may include any legend which the Committee deems appropriate to reflect any
restrictions on Transfer.

         All certificates for shares of Common Stock delivered under the Plan
shall be subject to such stop transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations and other requirements
of the Securities and Exchange Commission, any stock exchange upon which the
Common Stock is then listed or any national securities exchange system upon
whose system the Common Stock is then quoted, any applicable Federal or state
securities law, and any applicable corporate law, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

         If stock certificates are issued in respect of an Award, the Committee
may require that any stock certificates evidencing such Award be held in custody
by the Company until the Award has vested or the restrictions thereon shall have
lapsed, and that, as a condition of any grant of such an Award, the Participant
shall have delivered a duly signed stock power, endorsed in blank, relating to
the Common Stock covered by such Award.

                                       24
<PAGE>

         14.2 OTHER PLANS. Nothing contained in this Plan shall prevent the
Board from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases.

         14.3 NO RIGHT TO EMPLOYMENT/DIRECTORSHIP/CONSULTANCY. Neither this Plan
nor the grant of any Option or other Award hereunder shall give any Participant
or other employee, Consultant or Non-Employee Director any right with respect to
continuance of employment, consultancy or directorship by the Company or any
Affiliate, nor shall they be a limitation in any way on the right of the Company
or any Affiliate by which an employee is employed or a Consultant or
Non-Employee Director is retained to terminate his or her employment,
consultancy or directorship at any time.

         14.4 WITHHOLDING OF TAXES. The Company shall have the right to deduct
from any payment to be made pursuant to this Plan, or to otherwise require,
prior to the issuance or delivery of any shares of Common Stock or the payment
of any cash hereunder, payment by the Participant of, any Federal, state or
local taxes required by law to be withheld. Upon the vesting of a Restricted
Stock Award (or other Award that is taxable upon vesting), or upon making an
election under Section 83(b) of the Code, a Participant shall pay all required
withholding to the Company. The minimum statutorily required withholding
obligation with regard to any Participant may be satisfied, subject to the
consent of the Committee, by reducing the number of shares of Common Stock
otherwise deliverable or by delivering shares of Common Stock already owned. Any
fraction of a share of Common Stock required to satisfy such tax obligations
shall be disregarded and the amount due shall be paid instead in cash by the
Participant.

         14.5 LISTING AND OTHER CONDITIONS.

         (a)      Unless otherwise determined by the Committee, as long as the
                  Common Stock is listed on a national securities exchange or
                  system sponsored by a national securities association, the
                  issue of any shares of Common Stock pursuant to an Award shall
                  be conditioned upon such shares being listed on such exchange
                  or system. The Company shall have no obligation to issue such
                  shares unless and until such shares are so listed, and the
                  right to exercise any Option or other Award with respect to
                  such shares shall be suspended until such listing has been
                  effected.

         (b)      If at any time counsel to the Company shall be of the opinion
                  that any sale or delivery of shares of Common Stock pursuant
                  to an Option or other Award is or may in the circumstances be
                  unlawful or result in the imposition of excise taxes on the
                  Company under the statutes, rules or regulations of any
                  applicable jurisdiction, the Company shall have no obligation
                  to make such sale or delivery, or to make any application or
                  to effect or to maintain any qualification or registration
                  under the Securities Act or otherwise, with respect to shares
                  of Common Stock or Awards, and the right to exercise any
                  Option or other Award shall be suspended until,

                                       25
<PAGE>

                  in the opinion of said counsel, such sale or delivery shall be
                  lawful or will not result in the imposition of excise taxes on
                  the Company.

         (c)      Upon termination of any period of suspension under this
                  Section 14.5, any Award affected by such suspension which
                  shall not then have expired or terminated shall be reinstated
                  as to all shares available before such suspension and as to
                  shares which would otherwise have become available during the
                  period of such suspension, but no such suspension shall extend
                  the term of any Award.

         (d)      A Participant shall be required to supply the Company with any
                  certificates, representations and information that the Company
                  requests and otherwise cooperate with the Company in obtaining
                  any listing, registration, qualification, exemption, consent
                  or approval the Company deems necessary or appropriate.

         14.6 GOVERNING LAW. This Plan and actions taken in connection herewith
shall be governed and construed in accordance with the laws of the State of
Delaware (regardless of the law that might otherwise govern under applicable
Delaware principles of conflict of laws).

         14.7 CONSTRUCTION. Wherever any words are used in this Plan in the
masculine gender they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural form in all cases where they would so apply.

         14.8 OTHER BENEFITS. No Award granted or paid out under this Plan shall
be deemed compensation for purposes of computing benefits under any retirement
plan of the Company or its Affiliates nor affect any benefits under any other
benefit plan now or subsequently in effect under which the availability or
amount of benefits is related to the level of compensation.

         14.9 COSTS. The Company shall bear all expenses associated with
administering this Plan, including expenses of issuing Common Stock pursuant to
any Awards hereunder.

         14.10 NO RIGHT TO SAME BENEFITS. The provisions of Awards need not be
the same with respect to each Participant, and such Awards to individual
Participants need not be the same in subsequent years.

         14.11 DEATH/DISABILITY. The Committee may in its discretion require the
transferee of a Participant to supply it with written notice of the
Participant's death or Disability and to supply it with a copy of the will (in
the case of the Participant's death) or such other evidence as the Committee
deems necessary to establish the validity of the transfer of an Award. The
Committee may also require that the agreement of the transferee to be bound by
all of the terms and conditions of the Plan.

         14.12 SECTION 16(B) OF THE EXCHANGE ACT. All elections and transactions
under this Plan by persons subject to Section 16 of the Exchange Act involving
shares of Common Stock are intended to comply with any applicable exemptive
condition under Rule 16b-3. The

                                       26
<PAGE>

Committee may establish and adopt written administrative guidelines, designed to
facilitate compliance with Section 16(b) of the Exchange Act, as it may deem
necessary or proper for the administration and operation of this Plan and the
transaction of business thereunder.

         14.13 SUCCESSOR AND ASSIGNS. The Plan shall be binding on all
successors and permitted assigns of a Participant, including, without
limitation, the estate of such Participant and the executor, administrator or
trustee of such estate.

         14.14 SEVERABILITY OF PROVISIONS. If any provision of the Plan shall be
held invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provisions hereof, and the Plan shall be construed and enforced
as if such provisions had not been included.

         14.15 PAYMENTS TO MINORS, ETC. Any benefit payable to or for the
benefit of a minor, an incompetent person or other person incapable of receipt
thereof shall be deemed paid when paid to such person's guardian or to the party
providing or reasonably appearing to provide for the care of such person, and
such payment shall fully discharge the Committee, the Board, the Company, its
Affiliates and their employees, agents and representatives with respect thereto.

         14.16 HEADINGS AND CAPTIONS. The headings and captions herein are
provided for reference and convenience only, shall not be considered part of the
Plan, and shall not be employed in the construction of the Plan.

                                   ARTICLE XV

                             EFFECTIVE DATE OF PLAN

         The Plan shall become effective upon the date specified by the Board in
its resolution adopting the Plan.

                                   ARTICLE XVI

                                  TERM OF PLAN

         No Award shall be granted pursuant to the Plan on or after the tenth
anniversary of the date the Plan is adopted, but Awards granted prior to such
tenth anniversary may extend beyond that date.

                                  ARTICLE XVII

                                  NAME OF PLAN

         This Plan shall be known as "theglobe.com, inc. 2004 Stock Incentive
Plan."

                                       27
<PAGE>

                                    EXHIBIT A

                                PERFORMANCE GOALS

         Performance goals established for purposes of the vesting of
performance-based Restricted Stock Awards, Performance Awards and/or Other
Stock-Based Awards ("Performance Goals") may be based on performance criteria
which may include, without limitation, the following: (i) the attainment of
certain target levels of, or a specified increase in, enterprise value or value
creation targets of the Company (or any subsidiary, division or other
operational unit of the Company); (ii) the attainment of certain target levels
of, or a percentage increase in after-tax or pre-tax profits of the Company,
including without limitation that attributable to continuing and/or other
operations of the Company (or in either case a subsidiary, division, or other
operational unit of the Company); (iii) the attainment of certain target levels
of, or a specified increase in, operational cash flow of the Company (or a
subsidiary, division, or other operational unit of the Company); (iv) the
attainment of a certain level of reduction of, or other specified objectives
with regard to limiting the level of increase in all or a portion of, the
Company's bank debt or other long-term or short-term public or private debt or
other similar financial obligations of the Company, which may be calculated net
of cash balances and/or other offsets and adjustments as may be established by
the Committee; (v) the attainment of a specified percentage increase in earnings
per share or earnings per share from continuing operations of the Company (or a
subsidiary, division or other operational unit of the Company); (vi) the
attainment of certain target levels of, or a specified percentage increase in,
net sales, revenues, net income or earnings before interest, taxes, depreciation
and amortization ("EBITDA"); (vii) the attainment of certain target levels of,
or a specified increase in, return on capital employed or return on invested
capital of the Company (or any subsidiary, division or other operational unit of
the Company); (viii) the attainment of certain target levels of, or a percentage
increase in, after-tax or pre-tax return on stockholder equity of the Company
(or any subsidiary, division or other operational unit of the Company); (ix) the
attainment of certain target levels in the fair market value of the shares of
the Company's Common Stock; (x) the growth in the value of an investment in the
Company's Common Stock assuming the reinvestment of dividends; or (xi) a
transaction that results in the sale of stock or assets of the Company. The
Committee may also exclude the impact of an event or occurrence which the
Committee determines should be appropriately excluded, including (i)
restructurings, discontinued operations, extraordinary items, and other unusual
or non-recurring charges, (ii) an event either not directly related to the
operations of the Company or not within the reasonable control of the Company's
management, or (iii) a change in accounting standards required by generally
accepted accounting principles.

         In addition, such Performance Goals may be based upon the attainment of
specified levels of Company (or subsidiary, division or other operational unit
of the Company) performance under one or more of the measures described above
relative to the performance of other corporations. The Committee may: (i)
designate additional business criteria on which the performance goals may be
based or (ii) adjust, modify or amend the aforementioned business criteria.

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