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                                                                    Exhibit 4.10

                                                            AMENDED MAY 18, 1998
                                                      AMENDED SEPTEMBER 11, 1998

                                FUTURETENSE, INC.

                            1996 STOCK INCENTIVE PLAN

1.   PURPOSE

     The purpose of this 1996 Stock Incentive Plan (the "Plan") is to encourage
key employees, directors, and consultants of FutureTense, Inc. (the "Company")
and its Subsidiaries (as hereinafter defined) to continue their association with
the Company by providing favorable opportunities for them to participate in the
ownership of the Company and in its future growth through the granting of stock,
stock options, and other rights to compensation in amounts determined by the
value of the Company's stock. The term "Subsidiary" as used in the Plan means a
corporation of which the Company owns, directly or indirectly through an
unbroken chain of ownership, fifty percent (50%) or more of the total combined
voting power of all classes of stock.

2.   ADMINISTRATION OF THE PLAN

     The Plan shall be administered by a committee (the "Committee") consisting
of two or more members of the Company's Board of Directors (the "Board"), or by
the Board itself. The Committee shall from time to time determine to whom
options or other rights shall be granted under the Plan, whether options granted
shall be incentive stock options ("ISOs") or nonqualified stock options
("NSOs"), the terms of the options or other rights, and the number of shares
which may be granted under options. The Committee shall report to the Board the
names of individuals to whom stock or options or other rights are to be granted,
the number of shares covered and the terms and conditions of each grant. The
determinations described in this paragraph may be made by the Committee or by
the Board, as the Board shall direct in its discretion, and references in the
Plan to the Committee shall be understood to refer to the Board in any such
case.

     The Committee shall select one of its members as Chairman and shall hold
meetings at such times and places as it may determine. A majority of the
Committee shall constitute a quorum, and acts of the Committee at which a quorum
is present, or acts reduced to or approved in writing by all the members of the
Committee, shall be the valid acts of the Committee. The Committee shall have
the authority to adopt, amend and rescind such rules and regulations as, in its
opinion, may be advisable in the administration of the Plan. All questions of
interpretation and application of such rules and regulations, of the Plan and of
options granted thereunder (the "Options"), and of Common Stock transferred
subject to restrictions under the Plan ("Restricted Stock") and stock
appreciation rights granted under the Plan ("SARs") (collectively, "Other
Rights") shall be subject to the determination of the Committee, which shall be
final and binding. The Plan shall be administered in such a manner as to permit
those Options granted hereunder and specially designated under Section 5 hereof
as an ISO to qualify as incentive stock options as described in Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").

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3.   STOCK SUBJECT TO THE PLAN

     The total number of shares of stock which may be subject to Options and
Other Rights under the Plan shall be 3,217,720 shares of the Company's Common
Stock, $0.0002 par value per share, from either authorized but unissued shares
or treasury shares. The number of shares stated in this Section 3 shall be
subject to adjustment in accordance with the provisions of Section 10. Shares of
Restricted Stock that fail to vest, and shares of Common Stock subject to an
Option that is neither fully exercised prior to its expiration or other
termination nor terminated by reason of the exercise of an SAR related to the
Option, shall again become available for grant under the terms of the Plan.

4.   ELIGIBILITY

     The individuals who shall be eligible for grant of Options and Other Rights
under the Plan shall be key employees and other individuals who render services
of special importance to the management, operation, or development of the
Company or a Subsidiary, and who have contributed or may be expected to
contribute materially to the success of the Company or a Subsidiary. ISOs shall
not be granted to any individual who is not an employee of the Company or a
Subsidiary. The term "Optionee," as used in the Plan, refers to any individual
to whom an Option or Other Right has been granted.

5.   TERMS AND CONDITIONS OF OPTIONS

     Every option shall be evidenced by a written Stock Option Agreement in such
form as the Committee shall approve from time to time, specifying the number of
shares of Common Stock that may be purchased pursuant to the Option, the time or
times at which the Option shall become exercisable in whole or in part, whether
the Option is intended to be an ISO or an NSO, and such other terms and
conditions as the Committee shall approve, and containing or incorporating by
reference the following terms and conditions:

          (a) Duration. The duration of each Option shall be as specified by the
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     Committee in its discretion; provided, however, that no ISO shall expire
     later than ten (10) years from its date of grant, and no ISO granted to an
     employee who owns (directly or under the attribution rules of Section
     424(d) of the Code) stock possessing more than ten percent (10%) of the
     total combined voting power of all classes of stock of the Company or any
     Subsidiary shall expire later than five (5) years from its date of grant.

          (b) Exercise Price. The exercise price of each option shall be any
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     lawful consideration, as specified by the Committee in its discretion;
     provided, however, that the price with respect to an ISO shall be at least
     one hundred percent (100%) of the fair market value of the shares on the
     date on which the Committee awards the Option, which shall be considered
     the date of grant of the Option for purposes of fixing the price; and
     provided further that the price with respect to an ISO granted to an
     employee who at the time of grant owns (directly or under the attribution
     rules of Section 424(d) of the Code) stock representing more than ten
     percent (10%) of the voting power of all classes of stock of the

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     Company or of any Subsidiary shall be at least one hundred ten percent
     (110%) of the fair market value of the shares on the date of grant of the
     ISO. For purposes of the Plan, except as may be otherwise explicitly
     provided in the Plan or in any Stock Option Agreement, Restricted Stock
     Agreement, SAR Agreement or similar document, the "fair market value" of a
     share of Common Stock at any particular date shall be determined according
     to the following rules: (i) if the Common Stock is not at the time listed
     or admitted to trading on a stock exchange or the Nasdaq National Market,
     the fair market value shall be the closing price of the Common Stock on the
     date in question in the over-the-counter market, as such price is reported
     in a publication of general circulation selected by the Board and regularly
     reporting the price of the Common Stock in such market; provided, however,
     that if the price of the Common Stock is not so reported, the fair market
     value shall be determined in good faith by the Board; or (ii) if the Common
     Stock is at the time listed or admitted to trading on any stock exchange or
     the Nasdaq National Market, then the fair market value shall be the mean
     between the lowest and highest reported sale prices (or the lowest reported
     bid price and the highest reported asked price) of the Common Stock on the
     date in question on the principal exchange on which the Common Stock is
     then listed or admitted to trading. If no reported sale of Common Stock
     takes place on the date in question on the principal exchange or the Nasdaq
     National Market, as the case may be, then the reported closing sale price
     (or the reported closing asked price) of the Common Stock on such date on
     the principal exchange or the Nasdaq National Market, as the case may be,
     shall be determinative of fair market value.

          (c)  Method of Exercise. To the extent that it has become exercisable
               ------------------
     under the terms of the Stock Option Agreement, an Option may be exercised
     from time to time by written notice to the Chief Financial officer of the
     Company stating the number of shares with respect to which the Option is
     being exercised and accompanied by payment of the exercise price in cash or
     check payable to the Company or, if the Stock Option Agreement so provides,
     other payment or deemed payment described in this subsection 5 (c). Such
     notice shall be delivered in person or by facsimile transmission to the
     Chief Financial Officer of the Company or shall be sent by registered mail,
     return receipt requested, to the Chief Financial Officer of the Company, in
     which case delivery shall be deemed made on the date such notice is
     deposited in the mail.

          Alternatively, payment of the exercise price may be made:

               (1) In whole or in part, in shares of Common Stock already owned
          by the Optionee provided that such shares are fully vested and free of
          all liens, claims, and encumbrances of any kind; provided, further,
          that the Optionee may not make payment in shares of Common Stock that
          he acquired upon the earlier exercise of any ISO, unless he has held
          the shares until at least two (2) years after the date the ISO was
          granted and at least one (1) year after the date the ISO was
          exercised. If payment is made in whole or in part in shares of Common
          Stock, then the Optionee shall deliver to the Company certificates
          registered in his name representing a number of shares of Common Stock
          legally and beneficially

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          owned by him, fully vested and free of all liens, claims, and
          encumbrances of every kind and having a fair market value on the date
          of delivery that is not greater than the exercise price, such
          certificates to be duly endorsed, or accompanied by stock powers duly
          endorsed, by the record holder of the shares represented by such
          certificates. If the exercise price exceeds the fair market value of
          the shares for which certificates are delivered, the Optionee shall
          also deliver cash or a check payable to the order of the Company in an
          amount equal to the amount of that excess or, if the Stock Option
          Agreement so provides, his promissory note as described in the next
          following paragraph of this subsection 5(c); or

               (2)  In whole or in part by delivery of the Optionee's recourse
          promissory note, in a form specified by the Company, secured by the
          Common Stock acquired upon exercise of the Option and such other
          security as the Committee may require.

     Alternatively, options may be exercised by means of a cashless exercise"
procedure approved in all respects in advance by the Committee, in which a
broker: (i) transmits the option price to the Company in cash or acceptable cash
equivalents, either (1) against the Optionee's notice of exercise and the
Company's confirmation that it will deliver to the broker stock certificates
issued in the name of the broker for at least that number of shares having a
fair market value equal to the option price, or (2) as the proceeds of a margin
loan to the Optionee; or (ii) agrees to pay the option price to the Company in
cash or acceptable cash equivalents upon the broker's receipt from the Company
of stock certificates issued in the name of the broker for at least that number
of shares having a fair market value equal to the option price. The Optionee's
written notice of exercise of an option pursuant to a "cashless exercise"
procedure must include the name and address of the broker involved, a clear
description of the procedure, and such other information or undertaking by the
broker as the Committee shall reasonably require.

     At the time specified in an Optionee's notice of exercise, the Company
shall, without issue or transfer tax to the Optionee, deliver to him at the main
office of the Company, or such other place as shall be mutually acceptable, a
certificate for the shares as to which his option is exercised. If the Optionee
fails to pay for or to accept delivery of all or any part of the number of
shares specified in his notice upon tender of delivery thereof, his right to
exercise the Option with respect to those shares shall be terminated, unless the
Company otherwise agrees.

          (d)  Reload Options. The Committee may, in its discretion, provide in
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     the terms of any Stock Option Agreement that if the Optionee delivers
     shares of Common Stock already owned in full or partial payment of the
     option price, or in full partial payment of the tax withholding obligations
     incurred on account of the exercise of the option, the Optionee shall,
     either automatically and immediately upon such exercise, or in the
     discretion of the Committee upon such exercise, be granted a new option (a
     "Reload Option") to purchase that number of shares of Common Stock
     delivered by the Optionee to the Company, on such terms and conditions as
     the Committee may determine under the terms of the Plan. The exercise price
     for shares subject to a Reload Option shall be not less than one hundred
     percent (100%) of the fair market value of the shares on the date of grant

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     of the Reload Option, and the duration of a Reload Option shall be equal to
     the unexpired term of the exercised Option on the date of exercise.

          (e) Notice of ISO Stock Disposition. The Optionee must notify the
              -------------------------------
     Company promptly in the event that he sells, transfers, exchanges or
     otherwise disposes of any shares of Common Stock issued upon exercise of an
     ISO, before the later of (i) the second anniversary of the date of grant of
     the ISO, and (ii) the first anniversary of the date the shares were issued
     upon his exercise of the ISO.

          (f) Effect of Cessation of Employment. The Committee shall determine
              ---------------------------------
     in its discretion and specify in each Stock Option Agreement the effect, if
     any, of the termination of the Optionee's employment upon the
     exercisability of the Option.

          (g) No Rights as Stockholder. An Optionee shall have no rights as a
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     stockholder with respect to any shares covered by an option until the date
     of issuance of a certificate to him for the shares. No adjustment shall be
     made for dividends or other rights for which the record date is earlier
     than the date the certificate is issued, other than as required or
     permitted pursuant to Section 10.

          (h) Substituted Option. With the consent of the Optionee, the
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     Committee shall have the authority at any time and from time to time to
     terminate any outstanding Option and grant in substitution for it a new
     Option covering the same number or a different number of shares, provided
     that the option price under the new option shall be no less than the fair
     market value of the Common Stock on the date of grant of the new Option.

6.   STOCK APPRECIATION RIGHTS

     The Committee may grant SARs in respect of such number of shares of Common
Stock subject to the Plan as it shall determine, in its discretion, and may
grant SARs either separately or in connection with Options, as described in the
following sentence. An SAR granted in connection with an Option may be exercised
only to the extent of the surrender of the related option, and to the extent of
the exercise of the related option the SAR shall terminate. Shares of Common
Stock covered by an Option that terminates upon the exercise of a related SAR
shall cease to be available under the Plan. The terms and conditions of an SAR
related to an Option shall be contained in the Stock Option Agreement, and the
terms of an SAR not related to any Option shall be contained in an SAR
Agreement.

     Upon exercise of an SAR, the Optionee shall be entitled to receive from the
Company an amount equal to the excess of the fair market value, on the exercise
date, of the number of shares of Common Stock as to which the SAR is exercised,
over the exercise price for those shares under a related Option or, if there is
no related Option, over the base value stated in the SAR Agreement.

     The amount payable by the Company upon exercise of an SAR shall be paid in
the form of cash or other property (including Common Stock of the Company), as
provided in the Stock Option Agreement or SAR Agreement governing the SAR.

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7.       RESTRICTED STOCK

         The Committee may grant or award shares of Restricted Stock in respect
of such number of shares of Common Stock, and subject to such terms or
conditions, as it shall determine and specify in a Restricted Stock Agreement.

         A holder of Restricted Stock shall have all of the rights of a
stockholder of the Company, including the right to vote the shares and the right
to receive any cash dividends, unless the Committee shall otherwise determine.

         Certificates representing Restricted Stock shall be imprinted with a
legend to the effect that the shares represented may not be sold, exchanged,
transferred, pledged, hypothecated or otherwise disposed of except in accordance
with the terms of the Restricted Stock Agreement and, if the Committee so
determines, the Optionee may be required to deposit the certificates with an
escrow agent designated by the Committee, together with a stock power or other
instrument of transfer appropriately endorsed in blank.

8.       METHOD OF GRANTING OPTIONS AND OTHER RIGHTS

         The grant of Options and Other Rights shall be made by action of the
Board at a meeting at which a quorum of its members is present, or by unanimous
written consent of all its members; provided, however, that if an individual to
whom a grant has been made fails to execute and deliver to the Committee a Stock
Option Agreement, SAR Agreement or Restricted Stock Agreement within thirty
(30)days after it is submitted to him, the Option or Other Rights' granted under
the agreement shall be voidable by the Company at its election, without further
notice to the Optionee.

9.       REQUIREMENTS OF LAW

         The Company shall not be required to transfer any Restricted Stock or
to sell or issue any shares upon the exercise of any Option or SAR if the
issuance of such shares will result in a violation by the Optionee or the
Company of any provisions of any law, statute or regulation of any governmental
authority. Specifically, in connection with the Securities Act of 1933, as
amended (the "Securities Act"), upon the transfer of Restricted Stock or the
exercise of any Option or SAR the Company shall not be required to issue shares
unless the Committee has received evidence satisfactory to it to the effect that
the holder of the Option or Other Right will not transfer such shares except
pursuant to a registration statement in effect under the Securities Act or
unless an opinion of counsel satisfactory to the Company has been received by
the Company to the effect that such registration is not required. Any
determination in this connection by the Committee shall be conclusive. The
Company shall not be obligated to take any other affirmative action in order to
cause the transfer of Restricted Stock or the exercise of an Option or SAR to
comply with any law or regulations of any governmental authority, including,
without limitation, the Securities Act or applicable state securities laws.

10.      CHANGES IN CAPITAL STRUCTURE

         In the event that the outstanding shares of Common Stock are hereafter
changed for a different number or kind of shares or other securities of the
Company, by reason of a

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reorganization, recapitalization, exchange of shares, stock split, combination
of shares or dividend payable in shares or other securities, a corresponding
adjustment shall be made by the Committee in the number and kind of shares or
other securities covered by outstanding Options and Other Rights, and for which
Options or Other Rights may be granted under the Plan. Any such adjustment in
outstanding Options or Other Rights shall be made without change in the total
price applicable to the unexercised portion of the Option, but the price per
share specified in each Stock Option Agreement or agreement as to Other Rights
shall be correspondingly adjusted; provided, however, that no adjustment shall
be made with respect to an ISO that would constitute a modification as defined
in Section 424 of the Code. Any such adjustment made by the Committee shall be
conclusive and binding upon all affected persons, including the Company and all
Optionees.

         If while unexercised Options or SARs remain outstanding under the Plan
the Company merges or consolidates with a wholly owned subsidiary for the
purpose of reincorporating itself under the laws of another jurisdiction, the
optionees will be entitled to acquire shares of Common Stock of there
incorporated Company upon the same terms and conditions as were in effect
immediately prior to such reincorporation (unless such reincorporation involves
a change in the number of shares or the capitalization of the Company, in which
case proportional adjustments shall be made as provided above) and the Plan,
unless otherwise rescinded by the Board, will remain the Plan of the
reincorporated Company.

         Except as otherwise provided in the preceding paragraph, if while
unexercised Options or SARs remain outstanding under the Plan the Company merges
or consolidates with one or more corporations (whether or not the Company is the
surviving corporation), or is liquidated or sells or otherwise disposes of
substantially all of its assets to another entity, or upon a Change of Control
(as defined herein), then, except as otherwise specifically provided to the
contrary in an Optionee's Stock Option Agreement, SAR Agreement or Restricted
Stock Agreement, the Committee, in its discretion, shall amend the terms of all
outstanding Options and SARs so that either:

                  (i)   after the effective date of such merger, consolidation,
         sale or Change of Control, as the case may be, (each such event, a
         "Reorganization Transaction") each Optionee shall be entitled, upon
         exercise of an Option or SAR, to receive in lieu of shares of Common
         Stock the number and class of shares of such stock or other securities
         to which he would have been entitled pursuant to the terms of the
         Reorganization Transaction if he had been the holder of record of the
         number of shares of Common Stock as to which the option or SAR is being
         exercised, or shall be entitled to receive from the successor entity a
         new stock option or stock appreciation right of comparable value; or

                  (ii)  all outstanding Options and SARs shall be cancelled as
         of the effective date of any such liquidation or Reorganization
         Transaction provided that each Optionee shall have the right to
         exercise his Option or SAR according to its terms during the period of
         twenty (20) days ending on the day preceding the effective date of such
         liquidation or Reorganization Transaction; and in addition to the
         foregoing, the Committee may in its discretion amend the terms of an
         Option or SAR by canceling some or all of the restrictions on its
         exercise, to

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         permit its exercise pursuant to this paragraph (ii) to a greater extent
         than that permitted on its existing terms; or

                  (iii) all outstanding options and SARs shall be cancelled as
         of the effective date of any such liquidation or Reorganization
         Transaction in exchange for consideration in cash or in kind, which
         consideration in both cases shall be equal in value to the value of
         those shares of stock or other securities the Optionee would have
         received had the option been exercised (to the extent then exercisable)
         and no disposition of the shares acquired upon such exercise had been
         made prior to such liquidation or Reorganization Transaction, less the
         option price therefor. Upon receipt of such consideration by the
         Optionee, his or her option shall immediately terminate and be of no
         further force and effect. The value of the stock or other securities
         the Optionee would have received if the Option had been exercised shall
         be determined in good faith by the Committee, and in the case of shares
         of the Common Stock of the Company, in accordance with the provisions
         of Section 5(b).

         A "Change of Control" of the Company shall be deemed to have occurred
if any person (as such term is used in Section 13 (d) and 14 (d) (2) of the
Exchange Act of 1934, as amended (the "Exchange Act") ) other than a trust
related to an employee benefit plan maintained by the Company becomes the
beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of
fifty percent (50%) or more of the Company's outstanding Common Stock, and
within the period of twenty-four (24) consecutive months immediately thereafter,
individuals other than (a) individuals who at the beginning of such period
constitute the entire Board of Directors or (b) individuals whose election, or
nomination for election by the Company's stockholders, was approved by a vote of
at least two-thirds of the directors then still in office who were directors at
the beginning of the period, become a majority of the Board.

         Except as expressly provided to the contrary in this Section 10,
theissuance by the Company of shares of stock of any class for cash or property
orfor services, either upon direct sale or upon the exercise of rights
orwarrants, or upon conversion of shares or obligations of the Company
convertibleinto such shares or other securities, shall not affect the number,
class orprice of shares of Common Stock then subject to outstanding Options or
SARs.

11.      FORFEITURE FOR DISHONESTY

         Notwithstanding anything to the contrary in the Plan or in any Stock
Option Agreement, if the Committee determines, after full consideration of the
facts presented on behalf of both the Company and an Optionee, that the Optionee
has been engaged in fraud, embezzlement, theft, commission of a felony or proven
dishonesty in the course of his employment by the Company or a Subsidiary, which
damaged the Company or Subsidiary, or has disclosed trade secrets or other
proprietary information of the Company or a Subsidiary or has violated the terms
of his agreements with the Company, (a) the Optionee shall forfeit all
unexercised options and all exercised Options under which the Company has not
yet delivered the certificates, and (b) the Company shall have the right to
repurchase all or any part of the shares of Common Stock acquired by the
Optionee upon the earlier exercise of any Option, at a price equal to the amount
paid to the Company upon such exercise, increased by an amount equal to the
interest that would

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have accrued in the period between the date of exercise of the Option and the
date of such repurchase upon a debt in the amount of the exercise price, at the
prime rate(s) announced from time to time during such period in the Federal
Reserve Statistical Release Selected Interest Rates. The decision of the
Committee as to the cause of an Optionee's discharge and the damage done to the
Company or a Subsidiary shall be final, binding, and conclusive. No decision of
the Board, however, shall affect in any manner the finality of the discharge of
an Optionee by the Company or a Subsidiary.

12.      MISCELLANEOUS

                  (a) Nonassignability of Other Rights.  No Other Rights shall
                      --------------------------------
         be assignable or transferable by the Optionee except by will or the
         laws of descent and distribution.  During the life of the Optionee,
         Other Rights shall be exercisable only by the Optionee.

                  (b) No Guarantee of Employment. Neither the Plan nor any Stock
                      --------------------------
         Option Agreement, SAR Agreement or Restricted Stock Agreement shall
         give an employee the right to continue in the employment of the Company
         or a Subsidiary, or give the Company or a Subsidiary the right to
         require an employee to continue in employment.

                  (c) Tax Withholding. To the extent required by law, the
                      ---------------
         Company shall withhold or cause to be withheld income and other taxes
         with respect to any income recognized by an Optionee by reason of the
         exercise or vesting of an Option or Other Right, or a cash bonus paid
         in connection with such exercise or vesting, and as a condition to the
         receipt of any Option or Other Right or related cash bonus the Optionee
         shall agree that if the amount payable to him by the Company and any
         Subsidiary in the ordinary course is insufficient to pay such taxes,
         then he shall upon the request of the Company pay to the Company an
         amount sufficient to satisfy its tax withholding obligations.

                  Without limiting the foregoing, the Committee may in its
         discretion permit any Optionee's withholding obligation to be paid in
         whole or in part in the form of shares of Common Stock, by withholding
         from the shares to be issued or by accepting delivery from the Optionee
         of shares already owned by him. The fair market value of the shares for
         such purposes shall be determined as set forth in Section 5 (b). An
         Optionee may not make any such payment in the form of shares of Common
         Stock acquired upon the exercise of an ISO until the shares have been
         held by him for at least two (2) years after the date the ISO was
         granted and at least one (1) year after the date the ISO was exercised.
         If payment of withholding taxes is made in whole or in part in shares
         of Common Stock, the Optionee shall deliver to the Company certificates
         registered in his name representing shares of Common Stock legally and
         beneficially owned by him, fully vested and free of all liens, claims,
         and encumbrances of every kind, duly endorsed or accompanied by stock
         powers duly endorsed by the record holder of the shares represented by
         such certificates. If the Optionee is subject to Section 16(a) of the
         Exchange Act, his ability to pay his withholding obligation in the form
         of shares of Common Stock

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         shall be subject to such additional restrictions as may be necessary to
         avoid any transaction that might give rise to liability under Section
         16(b) of the Exchange Act.

                  (d) Use of Proceeds.  The proceeds from the sale of shares
                      ---------------
         pursuant to Options or Other Rights shall constitute general funds of
         the Company.

                  (e) Gender.  All masculine pronouns used in this Plan shall
                      ------
         include both sexes.

13.      EFFECTIVE DATE, DURATION, AMENDMENT AND TERMINATION OF PLAN

         The Plan shall be effective as of September 1, 1996, subject to
ratification by (a) the holders of a majority of the outstanding shares of
capital stock present, or represented, and entitled to vote thereon (voting as a
single class) at a duly held meeting of the stockholders of the Company, or
(b)by the written consent of the holders of a majority (or such greater degree
as may be prescribed under the Company's charter, by-laws, and applicable state
law) of the capital stock of the issuer entitled to vote thereon (voting as a
single class) within twelve (12) months after such date. Options that are
conditioned upon such ratification of the Plan by the stockholders may be
granted prior to such ratification. The Committee may grant Options and Other
Rights under the Plan from time to time until the close of business on August30,
2006. The Board may at any time amend the Plan provided, however, that without
approval of the Company's stockholders there shall be no: (i) increase in the
total number of shares covered by the Plan, except by operation of the
provisions of Section 10; (ii) change in the class of individuals eligible to
receive Options or Other Rights; (iii) reduction in the exercise price of any
outstanding ISO; (iv) extension of the latest date upon which any outstanding
ISO may be exercised; (v) material increase of the obligations of the Company or
rights of any Optionee under the Plan or any Option or Other Rights granted
pursuant to the Plan; or (vi) other change in the Plan that requires stockholder
approval under applicable law. No amendment shall adversely affect outstanding
Options or Other Rights without the consent of the Optionee. The Plan may be
terminated at any time by action of the Board, but any such termination will not
terminate options and Other Rights then outstanding, without the consent of the
Optionee.

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