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                                                                     EXHIBIT 4.1



                         GLOBAL KNOWLEDGE SERVICES, INC.

                      2000 STOCK OPTION/STOCK ISSUANCE PLAN

                                  ARTICLE ONE

                               GENERAL PROVISIONS


        I.     PURPOSE OF THE PLAN

               This 2000 Stock Option/Stock Issuance Plan is intended to promote
the interests of Global Knowledge Services, Inc., a Delaware corporation, by
providing eligible persons in the Corporation's employ or service with the
opportunity to acquire a proprietary interest, or otherwise increase their
proprietary interest, in the Corporation as an incentive for them to continue in
such employ or service.

               Capitalized terms shall have the meanings assigned to such terms
in the attached Appendix.

        II.    STRUCTURE OF THE PLAN

               A. The Plan shall be divided into two (2) separate equity
programs:

                      (i) the Option Grant Program under which eligible persons
        may, at the discretion of the Plan Administrator, be granted options to
        purchase shares of Common Stock, and

                      (ii) the Stock Issuance Program under which eligible
        persons may, at the discretion of the Plan Administrator, be issued
        shares of Common Stock directly, either through the immediate purchase
        of such shares or as a bonus for services rendered the Corporation (or
        any Parent or Subsidiary).

               B. The provisions of Articles One and Four shall apply to both
equity programs under the Plan and shall accordingly govern the interests of all
persons under the Plan.

        III.   ADMINISTRATION OF THE PLAN

               A. The Plan shall be administered by the Board. However, any or
all administrative functions otherwise exercisable by the Board may be delegated
to the Committee. Members of the Committee shall serve for such period of time
as the Board may determine and shall be subject to removal by the Board at any
time. The Board may also at any time terminate the functions of the Committee
and reassume all powers and authority previously delegated to the Committee.

               B. The Plan Administrator shall have full power and authority
(subject to the provisions of the Plan) to establish such rules and regulations
as it may deem appropriate for proper administration of the Plan and to make
such determinations under, and issue such interpretations of, the Plan and any
outstanding options or stock issuances thereunder as it may deem necessary or



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advisable. Decisions of the Plan Administrator shall be final and binding on all
parties who have an interest in the Plan or any option or stock issuance
thereunder.

        IV.    ELIGIBILITY

               A. The persons eligible to participate in the Plan are as
follows:

                      (i) Employees,

                      (ii) non-employee members of the Board or the non-
        employee members of the board of directors of any Parent or Subsidiary,
        and

                      (iii) consultants and other independent advisors who
        provide services to the Corporation (or any Parent or Subsidiary).

               B. The Plan Administrator shall have full authority to determine,
(i) with respect to the grants made under the Option Grant Program, which
eligible persons are to receive the option grants, the time or times when those
grants are to be made, the number of shares to be covered by each such grant,
the status of the granted option as either an Incentive Option or a
Non-Statutory Option, the time or times when each option is to become
exercisable, the vesting schedule (if any) applicable to the option shares and
the maximum term for which the option is to remain outstanding and (ii) with
respect to stock issuances made under the Stock Issuance Program, which eligible
persons are to receive stock issuances, the time or times when those issuances
are to be made, the number of shares to be issued to each Participant, the
vesting schedule (if any) applicable to the issued shares and the consideration
to be paid by the Participant for such shares.

               C. The Plan Administrator shall have the absolute discretion
either to grant options in accordance with the Option Grant Program or to effect
stock issuances in accordance with the Stock Issuance Program.

        V.     STOCK SUBJECT TO THE PLAN

               A. The stock issuable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock. The maximum number of shares
of Common Stock which may be issued over the term of the Plan shall not exceed
2,000,000 shares.

               B. Shares of Common Stock subject to outstanding options shall be
available for subsequent issuance under the Plan to the extent (i) the options
expire or terminate for any reason prior to exercise in full or (ii) the options
are cancelled in accordance with the cancellation-regrant provisions of Article
Two. Unvested shares issued under the Plan and subsequently repurchased by the
Corporation, at the option exercise or direct issue price paid per share,
pursuant to the Corporation's repurchase rights under the Plan shall be added
back to the number of shares of Common Stock reserved for issuance under the
Plan and shall accordingly be available for reissuance through one or more
subsequent option grants or direct stock issuances under the Plan.

               C. Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of




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consideration, appropriate adjustments shall be made to (i) the maximum number
and/or class of securities issuable under the Plan and (ii) the number and/or
class of securities and the exercise price per share in effect under each
outstanding option in order to prevent the dilution or enlargement of benefits
thereunder. The adjustments determined by the Plan Administrator shall be final,
binding and conclusive. In no event shall any such adjustments be made in
connection with the conversion of one or more outstanding shares of the
Corporation's preferred stock into shares of Common Stock.


                                  ARTICLE TWO

                              OPTION GRANT PROGRAM

        I.     OPTION TERMS

               Each option shall be evidenced by one or more documents in the
form approved by the Plan Administrator; provided, however, that each such
document shall comply with the terms specified below. Each document evidencing
an Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

               A. EXERCISE PRICE.

                  1. The exercise price per share shall be fixed by the Plan
Administrator and may be less than, equal to or greater than the Fair Market
Value per share of Common Stock on the option grant date.

                  2. The exercise price shall become immediately due upon
exercise of the option and shall, subject to the provisions of Section I of
Article Four and the documents evidencing the option, be payable in cash or
check made payable to the Corporation. Should the Common Stock be registered
under Section 12 of the 1934 Act at the time the option is exercised, then the
exercise price may also be paid as follows:

                     (i) in shares of Common Stock held for the requisite period
        necessary to avoid a charge to the Corporation's earnings for financial
        reporting purposes and valued at Fair Market Value on the Exercise Date;
        or

                     (ii) to the extent the option is exercised for vested
        shares, through a special sale and remittance procedure pursuant to
        which the Optionee shall concurrently provide irrevocable instructions
        (a) to a Corporation-designated brokerage firm to effect the immediate
        sale of the purchased shares and remit to the Corporation, out of the
        sale proceeds available on the settlement date, sufficient funds to
        cover the aggregate exercise price payable for the purchased shares plus
        all applicable Federal, state and local income and employment taxes
        required to be withheld by the Corporation by reason of such exercise
        and (b) to the Corporation to deliver the certificates for the purchased
        shares directly to such brokerage firm in order to complete the sale.

               Except to the extent such sale and remittance procedure is
utilized, payment of the exercise price for the purchased shares must be made on
the Exercise Date.




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               B. EXERCISE AND TERM OF OPTIONS. Each option shall be exercisable
at such time or times, during such period and for such number of shares as shall
be determined by the Plan Administrator and set forth in the documents
evidencing the option grant. However, no option shall have a term in excess of
ten (10) years measured from the option grant date.

               C. EFFECT OF TERMINATION OF SERVICE.

                  1. The following provisions shall govern the exercise of any
options held by the Optionee at the time of cessation of Service or death:

                     (i) Should the Optionee cease to remain in Service for any
        reason other than death, Permanent Disability or Misconduct, then the
        Optionee shall have a period of three (3) months following the date of
        such cessation of Service during which to exercise each outstanding
        option held by such Optionee.

                     (ii) Should Optionee's Service terminate by reason of
        Permanent Disability, then the Optionee shall have a period of twelve
        (12) months following the date of such cessation of Service during which
        to exercise each outstanding option held by such Optionee.

                     (iii) If the Optionee dies while holding an outstanding
        option, then the personal representative of his or her estate or the
        person or persons to whom the option is transferred pursuant to the
        Optionee's will or the laws of inheritance shall have a twelve
        (12)-month period following the date of the Optionee's death to exercise
        such option.

                     (iv) Under no circumstances, however, shall any such option
        be exercisable after the specified expiration of the option term.

                     (v) During the applicable post-Service exercise period, the
        option may not be exercised in the aggregate for more than the number of
        vested shares for which the option is exercisable on the date of the
        Optionee's cessation of Service. Upon the expiration of the applicable
        exercise period or (if earlier) upon the expiration of the option term,
        the option shall terminate and cease to be outstanding for any vested
        shares for which the option has not been exercised. However, the option
        shall, immediately upon the Optionee's cessation of Service, terminate
        and cease to be outstanding with respect to any and all option shares
        for which the option is not otherwise at the time exercisable or in
        which the Optionee is not otherwise at that time vested.

                     (vi) Should Optionee's Service be terminated for
        Misconduct, then all outstanding options held by the Optionee shall
        terminate immediately and cease to remain outstanding.

                  2. The Plan Administrator shall have the discretion,
exercisable either at the time an option is granted or at any time while the
option remains outstanding, to:

                     (i) extend the period of time for which the option is to
        remain exercisable following the Optionee's cessation of Service or
        death from the limited period




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        otherwise in effect for that option to such greater period of time as
        the Plan Administrator shall deem appropriate, but in no event beyond
        the expiration of the option term, and/or

                     (ii) permit the option to be exercised, during the
        applicable post-Service exercise period, not only with respect to the
        number of vested shares of Common Stock for which such option is
        exercisable at the time of the Optionee's cessation of Service but also
        with respect to one or more additional installments in which the
        Optionee would have vested under the option had the Optionee continued
        in Service.

               D. STOCKHOLDER RIGHTS. The holder of an option shall have no
stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become the
recordholder of the purchased shares.

               E. REPURCHASE RIGHTS. The Plan Administrator shall have the
discretion to grant options which are exercisable for unvested shares of Common
Stock. Should the Optionee cease Service while holding such unvested shares, the
Corporation shall have the right to repurchase, at the exercise price paid per
share, any or all of those unvested shares. The terms upon which such repurchase
right shall be exercisable (including the period and procedure for exercise and
the appropriate vesting schedule for the purchased shares) shall be established
by the Plan Administrator and set forth in the document evidencing such
repurchase right.

               F. FIRST REFUSAL RIGHTS. Until such time as the Common Stock is
first registered under Section 12 of the 1934 Act, the Corporation shall have
the right of first refusal with respect to any proposed disposition by the
Optionee (or any successor in interest) of any shares of Common Stock issued
under the Option Grant Program. Such right of first refusal shall be exercisable
in accordance with the terms established by the Plan Administrator and set forth
in the document evidencing such right.

               G. LIMITED TRANSFERABILITY OF OPTIONS. During the lifetime of the
Optionee, Incentive Options shall be exercisable only by the Optionee and shall
not be assignable or transferable other than by will or by the laws of descent
and distribution following the Optionee's death. Non-Statutory Options shall be
subject to the same restrictions, except that a Non-Statutory Option may, to the
extent permitted by the Plan Administrator, be assigned in whole or in part
during the Optionee's lifetime (i) as a gift to one or more members of the
Optionee's immediate family, to a trust in which Optionee and/or one or more
such family members hold more than fifty percent (50%) of the beneficial
interest or to an entity in which more than fifty percent (50%) of the voting
interests are owned by one or more such family members or (ii) pursuant to a
domestic relations order. The terms applicable to the assigned portion shall be
the same as those in effect for the option immediately prior to such assignment
and shall be set forth in such documents issued to the assignee as the Plan
Administrator may deem appropriate.

               H. WITHHOLDING. The Corporation's obligation to deliver shares of
Common Stock upon the exercise of any options granted under the Plan shall be
subject to the satisfaction of all applicable Federal, state and local income
and employment tax withholding requirements.




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        II.    INCENTIVE OPTIONS

        The terms specified below shall be applicable to all Incentive Options.
Except as modified by the provisions of this Section II, all the provisions of
Articles One, Two and Four shall be applicable to Incentive Options. Options
which are specifically designated as Non-Statutory Options shall not be subject
to the terms of this Section II.

               A. ELIGIBILITY. Incentive Options may only be granted to
Employees.

               B. EXERCISE PRICE. The exercise price per share shall not be less
than one hundred percent (100%) of the Fair Market Value per share of Common
Stock on the option grant date.

               C. DOLLAR LIMITATION. The aggregate Fair Market Value of the
shares of Common Stock (determined as of the respective date or dates of grant)
for which one or more options granted to any Employee under the Plan (or any
other option plan of the Corporation or any Parent or Subsidiary) may for the
first time become exercisable as Incentive Options during any one (1) calendar
year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). To the
extent the Employee holds two (2) or more such options which become exercisable
for the first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options shall be applied on the
basis of the order in which such options are granted.

               D. 10% STOCKHOLDER. If any Employee to whom an Incentive Option
is granted is a 10% Stockholder, then the exercise price per share shall not be
less than one hundred ten percent (110%) of the Fair Market Value per share of
Common Stock on the option grant date and the option term shall not exceed five
(5) years measured from the option grant date.

        III.   CORPORATE TRANSACTION

               A. The shares subject to each option outstanding under the Plan
at the time of a Corporate Transaction shall automatically vest in full so that
each such option shall, immediately prior to the effective date of the Corporate
Transaction, become fully exercisable for all of the shares of Common Stock at
the time subject to that option and may be exercised for any or all of those
shares as fully-vested shares of Common Stock. However, the shares subject to an
outstanding option shall NOT vest on such an accelerated basis if and to the
extent: (i) such option is assumed by the successor corporation (or parent
thereof) in the Corporate Transaction and the Corporation's repurchase rights
with respect to the unvested option shares are concurrently assigned to such
successor corporation (or parent thereof) or (ii) such option is to be replaced
with a cash incentive program of the successor corporation which preserves the
spread existing on the unvested option shares at the time of the Corporate
Transaction and provides for subsequent payout in accordance with the same
vesting schedule applicable to those unvested option shares or (iii) the
acceleration of such option is subject to other limitations imposed by the Plan
Administrator at the time of the option grant.

               B. All outstanding repurchase rights shall also terminate
automatically, and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, in the event of any Corporate Transaction,
except to the extent: (i) those repurchase rights are assigned to the successor
corporation (or parent thereof) in connection with such Corporate Transaction or




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(ii) such accelerated vesting is precluded by other limitations imposed by the
Plan Administrator at the time the repurchase right is issued.

               C. Immediately following the consummation of the Corporate
Transaction, all outstanding options shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof).

               D. Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to the Optionee in consummation of such Corporate Transaction, had
the option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to (i) the number and class of
securities available for issuance under the Plan following the consummation of
such Corporate Transaction and (ii) the exercise price payable per share under
each outstanding option, provided the aggregate exercise price payable for such
securities shall remain the same.

               E. The Plan Administrator shall have the discretion, exercisable
either at the time the option is granted or at any time while the option remains
outstanding, to provide for the automatic acceleration (in whole or in part) of
one or more outstanding options (and the immediate termination of the
Corporation's repurchase rights with respect to the shares subject to those
options) upon the occurrence of a Corporate Transaction, whether or not those
options are to be assumed in the Corporate Transaction.

               F. The Plan Administrator shall also have full power and
authority, exercisable either at the time the option is granted or at any time
while the option remains outstanding, to structure such option so that the
shares subject to that option will automatically vest on an accelerated basis
should the Optionee's Service terminate by reason of an Involuntary Termination
within a designated period (not to exceed eighteen (18) months) following the
effective date of any Corporate Transaction in which the option is assumed and
the repurchase rights applicable to those shares do not otherwise terminate. Any
option so accelerated shall remain exercisable for the fully-vested option
shares until the earlier of (i) the expiration of the option term or (ii) the
expiration of the one (1)-year period measured from the effective date of the
Involuntary Termination. In addition, the Plan Administrator may provide that
one or more of the Corporation's outstanding repurchase rights with respect to
shares held by the Optionee at the time of such Involuntary Termination shall
immediately terminate on an accelerated basis, and the shares subject to those
terminated rights shall accordingly vest at that time.

               G. The portion of any Incentive Option accelerated in connection
with a Corporate Transaction shall remain exercisable as an Incentive Option
only to the extent the applicable One Hundred Thousand Dollar limitation is not
exceeded. To the extent such dollar limitation is exceeded, the accelerated
portion of such option shall be exercisable as a Non-Statutory Option under the
Federal tax laws.

               H. The grant of options under the Plan shall in no way affect the
right of the Corporation to adjust, reclassify, reorganize or otherwise change
its capital or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.




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        IV.    CANCELLATION AND REGRANT OF OPTIONS

               The Plan Administrator shall have the authority to effect, at any
time and from time to time, with the consent of the affected option holders, the
cancellation of any or all outstanding options under the Option Grant Program
and to grant in substitution new options covering the same or different number
of shares of Common Stock but with an exercise price per share based on the Fair
Market Value per share of Common Stock on the new grant date.


                                 ARTICLE THREE

                             STOCK ISSUANCE PROGRAM

        I.     STOCK ISSUANCE TERMS

               Shares of Common Stock may be issued under the Stock Issuance
Program through direct and immediate issuances without any intervening option
grants. Each such stock issuance shall be evidenced by a Stock Issuance
Agreement which complies with the terms specified below.

               A. PURCHASE PRICE.

                  1. The purchase price per share shall be fixed by the Plan
Administrator and may be less than, equal to or greater than the Fair Market
Value per share of Common Stock on the issue date.

                  2. Subject to the provisions of Section I of Article Four,
shares of Common Stock may be issued under the Stock Issuance Program for any of
the following items of consideration which the Plan Administrator may deem
appropriate in each individual instance:

                     (i) cash or check made payable to the Corporation, or

                     (ii) past services rendered to the Corporation (or any
        Parent or Subsidiary).

               B. VESTING PROVISIONS.

                  1. Shares of Common Stock issued under the Stock Issuance
Program may, in the discretion of the Plan Administrator, be fully and
immediately vested upon issuance or may vest in one or more installments over
the Participant's period of Service or upon attainment of specified performance
objectives.

                  2. Any new, substituted or additional securities or other
property (including money paid other than as a regular cash dividend) which the
Participant may have the right to receive with respect to the Participant's
unvested shares of Common Stock by reason of any stock dividend, stock split,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation's
receipt of consideration shall be issued subject to (i) the same vesting
requirements applicable to the Participant's unvested shares of Common Stock and
(ii) such escrow arrangements as the Plan Administrator shall deem appropriate.




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                  3. The Participant shall have full stockholder rights with
respect to any shares of Common Stock issued to the Participant under the Stock
Issuance Program, whether or not the Participant's interest in those shares is
vested. Accordingly, the Participant shall have the right to vote such shares
and to receive any regular cash dividends paid on such shares.

                  4. Should the Participant cease to remain in Service while
holding one or more unvested shares of Common Stock issued under the Stock
Issuance Program or should the performance objectives not be attained with
respect to one or more such unvested shares of Common Stock, then those shares
shall be immediately surrendered to the Corporation for cancellation, and the
Participant shall have no further stockholder rights with respect to those
shares. To the extent the surrendered shares were previously issued to the
Participant for consideration paid in cash or cash equivalent (including the
Participant's purchase-money indebtedness), the Corporation shall repay to the
Participant the cash consideration paid for the surrendered shares and shall
cancel the unpaid principal balance of any outstanding purchase-money note of
the Participant attributable to the surrendered shares.

                  5. The Plan Administrator may in its discretion waive the
surrender and cancellation of one or more unvested shares of Common Stock (or
other assets attributable thereto) which would otherwise occur upon the
non-completion of the vesting schedule applicable to such shares. Such waiver
shall result in the immediate vesting of the Participant's interest in the
shares of Common Stock as to which the waiver applies. Such waiver may be
effected at any time, whether before or after the Participant's cessation of
Service or the attainment or non-attainment of the applicable performance
objectives.

               C. FIRST REFUSAL RIGHTS. Until such time as the Common Stock is
first registered under Section 12 of the 1934 Act, the Corporation shall have
the right of first refusal with respect to any proposed disposition by the
Participant (or any successor in interest) of any shares of Common Stock issued
under the Stock Issuance Program. Such right of first refusal shall be
exercisable in accordance with the terms established by the Plan Administrator
and set forth in the document evidencing such right.

        II.    CORPORATE TRANSACTION

               A. All of the outstanding repurchase rights under the Stock
Issuance Program shall terminate automatically, and all the shares of Common
Stock subject to those terminated rights shall immediately vest in full, in the
event of any Corporate Transaction, except to the extent: (i) those repurchase
rights are assigned to the successor corporation (or parent thereof) in
connection with such Corporate Transaction or (ii) such accelerated vesting is
precluded by other limitations imposed by the Plan Administrator at the time the
repurchase right is issued.

               B. The Plan Administrator shall have the discretionary authority,
exercisable either at the time the unvested shares are issued or any time while
the Corporation's repurchase rights with respect to those shares remain
outstanding, to provide that those rights shall automatically terminate on an
accelerated basis, and the shares of Common Stock subject to those terminated
rights shall immediately vest, in the event the Participant's Service should
subsequently terminate by reason of an Involuntary Termination within a
designated period (not to exceed eighteen (18) months) following the effective
date of any Corporate Transaction in which those repurchase rights are assigned
to the successor corporation (or parent thereof).




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        III.   SHARE ESCROW/LEGENDS

               Unvested shares may, in the Plan Administrator's discretion, be
held in escrow by the Corporation until the Participant's interest in such
shares vests or may be issued directly to the Participant with restrictive
legends on the certificates evidencing those unvested shares.


                                  ARTICLE FOUR

                                  MISCELLANEOUS

        I.     FINANCING

               The Plan Administrator may permit any Optionee or Participant to
pay the option exercise price under the Option Grant Program or the purchase
price for shares issued under the Stock Issuance program by delivering a full
recourse, interest bearing promissory note payable in one or more installments
and secured by the purchased shares. The terms of any such promissory note
(including the interest rate and the terms of repayment) shall be established by
the Plan Administrator in its sole discretion. In no event shall the maximum
credit available to the Optionee or Participant exceed the sum of (i) the
aggregate option exercise price or purchase price payable for the purchased
shares plus (ii) any Federal, state and local income and employment tax
liability incurred by the Optionee or the Participant in connection with the
option exercise or share purchase.

        II.    EFFECTIVE DATE AND TERM OF THE PLAN

               A. The Plan shall become effective when adopted by the Board, but
no option granted under the Plan may be exercised, and no shares shall be issued
under the Plan, until the Plan is approved by the Corporation's stockholders. If
such stockholder approval is not obtained within twelve (12) months after the
date of the Board's adoption of the Plan, then all options previously granted
under the Plan shall terminate and cease to be outstanding, and no further
options shall be granted and no shares shall be issued under the Plan. Subject
to such limitation, the Plan Administrator may grant options and issue shares
under the Plan at any time after the effective date of the Plan and before the
date fixed herein for termination of the Plan.

               B. The Plan shall terminate upon the earliest of (i) the
expiration of the ten (10)-year period measured from the date the Plan is
adopted by the Board, (ii) the date on which, all shares available for issuance
under the Plan shall have been issued as fully-vested shares or (iii) the
termination of all outstanding options in connection with an Corporate
Transaction. All options and unvested stock issuances outstanding at the time of
a clause (i) termination event shall continue to have full force and effect in
accordance with the provisions of the documents evidencing such options or
issuances.

        III.   AMENDMENT OF THE PLAN

               A. The Board shall have complete and exclusive power and
authority to amend or modify the Plan in any or all respects. However, no such
amendment or modification shall adversely affect any rights and obligations with
respect to options or unvested stock issuances at the time outstanding under the
Plan, unless the Optionee or the Participant consents to such amendment or




                                       10
<PAGE>

modification. In addition, certain amendments may require stockholder approval
pursuant to applicable laws or regulations.

               B. Options to purchase shares of Common Stock may be granted
under the Option Grant Program and shares of Common Stock may be issued under
the Stock Issuance Program which are in each instance in excess of the number of
shares then available for issuance under the Plan, provided any excess shares
actually issued under those programs shall be held in escrow until there is
obtained stockholder approval of an amendment sufficiently increasing the number
of shares of Common Stock available for issuance under the Plan. If such
stockholder approval is not obtained within twelve (12) months after the date
the first such excess grants or issuances are made, then (i) any unexercised
options granted on the basis of such excess shares shall terminate and cease to
be outstanding and (ii) the Corporation shall promptly refund to the Optionees
and the Participants the exercise or purchase price paid for any excess shares
issued under the Plan and held in escrow, together with interest (at the
applicable Short-Term Federal Rate) for the period the shares were held in
escrow, and such shares shall thereupon be automatically cancelled and cease to
be outstanding.

        IV.    USE OF PROCEEDS

               Any cash proceeds received by the Corporation from the sale of
shares of Common Stock under the Plan shall be used for general corporate
purposes.

        V.     WITHHOLDING

               The Corporation's obligation to deliver shares of Common Stock
upon the exercise of any options or upon the issuance or vesting of any shares
issued under the Plan shall be subject to the satisfaction of all applicable
Federal, state and local income and employment tax withholding requirements.

        VI.    REGULATORY APPROVALS

               The implementation of the Plan, the granting of any option under
the Plan and the issuance of any shares of Common Stock (i) upon the exercise of
any option or (ii) under the Stock Issuance Program shall be subject to the
Corporation's procurement of all approvals and permits required by regulatory
authorities having jurisdiction over the Plan, the options granted under it and
the shares of Common Stock issued pursuant to it.

        VII.   NO EMPLOYMENT OR SERVICE RIGHTS

               Nothing in the Plan shall confer upon the Optionee or the
Participant any right to continue in Service for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining such person) or of the
Optionee or the Participant, which rights are hereby expressly reserved by each,
to terminate such person's Service at any time for any reason, with or without
cause.




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<PAGE>

                                    APPENDIX

               The following definitions shall be in effect under the Plan:

               A. BOARD shall mean the Corporation's Board of Directors.

               B. CODE shall mean the Internal Revenue Code of 1986, as amended.

               C. COMMITTEE shall mean a committee of one (1) or more Board
members appointed by the Board to exercise -one or more administrative functions
under the Plan.

               D. COMMON STOCK shall mean the Corporation's common stock.

               E. CORPORATE TRANSACTION shall mean either of the following
stockholder approved transactions to which the Corporation is a party:

                     (i) a merger or consolidation in which securities
        possessing more than fifty percent (50%) of the total combined voting
        power of the Corporation's outstanding securities are transferred to a
        person or persons different from the persons holding those securities
        immediately prior to such transaction, or

                     (ii) the sale, transfer or other disposition of all or
        substantially all of the Corporation's assets in complete liquidation or
        dissolution of the Corporation.

               F. CORPORATION shall mean Global Knowledge Services, Inc., a
Delaware corporation, and any successor corporation to all or substantially all
of the assets or voting stock of Global Knowledge Services, Inc. which shall by
appropriate action adopt the Plan.

               G. EMPLOYEE shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

               H. EXERCISE DATE shall mean the date on which the Corporation
shall have received written notice of the option exercise.

               I. FAIR MARKET VALUE per share of Common Stock on any relevant
date shall be determined in accordance with the following provisions:

                     (i) If the Common Stock is at the time traded on the Nasdaq
        National Market, then the Fair Market Value shall be the closing selling
        price per share of Common Stock on the date in question, as such price
        is reported by the National Association of Securities Dealers on the
        Nasdaq National Market. If there is no closing selling price for the
        Common Stock on the date in question, then the Fair Market Value shall
        be the closing selling price on the last preceding date for which such
        quotation exists.

                     (ii) If the Common Stock is at the time listed on any Stock
        Exchange, then the Fair Market Value shall be the closing selling price
        per share of Common Stock on the date in question on the Stock Exchange
        determined by the Plan Administrator to




                                      A-1
<PAGE>

        be the primary market for the Common Stock, as such price is officially
        quoted in the composite tape of transactions on such exchange. If there
        is no closing selling price for the Common Stock on the date in
        question, then the Fair Market Value shall be the closing selling price
        on the last preceding date for which such quotation exists.

                     (iii) If the Common Stock is at the time neither listed on
        any Stock Exchange nor traded on the Nasdaq National Market, then the
        Fair Market Value shall be determined by the Plan Administrator after
        taking into account such factors as the Plan Administrator shall deem
        appropriate.

               J. INCENTIVE OPTION shall mean an option which satisfies the
requirements of Code Section 422.

               K. INVOLUNTARY TERMINATION shall mean the termination of the
Service of any individual which occurs by reason of:

                     (i) such individual's involuntary dismissal or discharge by
        the Corporation for reasons other than Misconduct, or

                     (ii) such individual's voluntary resignation following (A)
        a change in his or her position with the Corporation which materially
        reduces his or her duties and responsibilities or the level of
        management to which he or she reports, (B) a reduction in his or her
        level of compensation (including base salary, fringe benefits and target
        bonuses under any corporate-performance based bonus or incentive
        programs) by more than fifteen percent (15%) or (C) a relocation of such
        individual's place of employment by more than fifty (50) miles, provided
        and only if such change, reduction or relocation is effected without the
        individual's consent.

               L. MISCONDUCT shall mean the commission of any act of fraud,
embezzlement or dishonesty by the Optionee or Participant, any unauthorized use
or disclosure by such person of confidential information or trade secrets of the
Corporation (or any Parent or Subsidiary), or any other intentional misconduct
by such person adversely affecting the business or affairs of the Corporation
(or any Parent or Subsidiary) in a material manner. The foregoing definition
shall not be deemed to be inclusive of all the acts or omissions which the
Corporation (or any Parent or Subsidiary) may consider as grounds for the
dismissal or discharge of any Optionee, Participant or other person in the
Service of the Corporation (or any Parent or Subsidiary).

               M. 1934 ACT shall mean the Securities Exchange Act of 1934, as
amended.

               N. NON-STATUTORY OPTION shall mean an option not intended to
satisfy the requirements of Code Section 422.

               O. OPTION GRANT PROGRAM shall mean the option grant program in
effect under the Plan.

               P. OPTIONEE shall mean any person to whom an option is granted
under the Option Grant Program.




                                      A-2
<PAGE>

               Q. PARENT shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

               R. PARTICIPANT shall mean any person who is issued shares of
Common Stock under the Stock Issuance Program.

               S. PERMANENT DISABILITY shall mean the inability of the Optionee
or the Participant to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment which is expected to
result in such person's death or to continue for a period of twelve (12)
consecutive months or more.

               T. PLAN shall mean the Corporation's 2000 Stock Option/Stock
Issuance Plan, as set forth in this document.

               U. PLAN ADMINISTRATOR shall mean either the Board or the
Committee acting in its capacity as administrator of the Plan.

               V. SERVICE shall mean the provision of services to the
Corporation (or any Parent or Subsidiary) by a person in the capacity of an
Employee, a non-employee member of the board of directors or a consultant or
independent advisor, except to the extent otherwise specifically provided in the
documents evidencing the option grant or stock issuance.

               W. STOCK EXCHANGE shall mean either the American Stock Exchange
or the New York Stock Exchange.

               X. STOCK ISSUANCE AGREEMENT shall mean the agreement entered into
by the Corporation and the Participant at the time of issuance of shares of
Common Stock under the Stock Issuance Program.

               Y. STOCK ISSUANCE PROGRAM shall mean the stock issuance program
in effect under the Plan.

               Z. SUBSIDIARY shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each corporation (other than the last corporation) in the
unbroken chain owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.

               AA. 10% STOCKHOLDER shall mean the owner of stock (as determined
under Code Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any Parent
or Subsidiary).




                                      A-3
<PAGE>

                             AMENDMENT NO. 1 TO THE
                         GLOBAL KNOWLEDGE SERVICES, INC.
                      2000 STOCK OPTION/STOCK ISSUANCE PLAN

        Global Knowledge Services, Inc. (the "Corporation"), having established
the Global Knowledge Services, Inc. 2000 Stock Option/Stock Issuance Plan (the
"Plan"), hereby amends the Plan, effective as of December 3, 2001 as follows:

        1. Article One is hereby amended by adding a new Section I.A.
immediately after Section I thereof to read as follows:

                      I.A. TERM OF THE PLAN

                           On December 3, 2001, the Corporation became a wholly
                   owned subsidiary of Applied Materials, Inc. ("Applied")
                   pursuant to an Agreement and Plan of Merger and
                   Reorganization, by and among Applied, the Corporation, Lotus
                   Acquisition Corp. and certain shareholders of the Corporation
                   (the "Merger Agreement"). In connection with the merger (the
                   "Merger"), Optionees holding unexpired options previously
                   granted under the Plan ("GKS Options") were provided with a
                   Notice of Corporate Transaction and Consent to Assumption of
                   Options (the "Assumption Notice") pursuant to which they
                   could elect to have their unvested GKS Options assumed by
                   Applied upon the effective time of the Merger and converted
                   so as to be exercisable only into shares of common stock of
                   Applied ("Applied Shares"). Effective as of December 3, 2001,
                   except with respect to such assumed GKS Options (the "Assumed
                   Options"), the Plan is terminated. Accordingly, and
                   notwithstanding any contrary Plan provision, no Applied
                   Shares are available for future grant under the Plan, other
                   than pursuant to the Assumed Options.

        2. Section III.A. of Article One is hereby amended in its entirety to
read as follows:

                      A. The Plan shall be administered by the Human Resources
                   and Compensation Committee of the Board of Directors of
                   Applied. As used throughout the Plan, the terms "Committee"
                   and "Plan Administrator" shall mean the Human Resources and
                   Compensation Committee of the Board of Directors of Applied.

        3. The second sentence of Section V.A. of Article One is hereby amended
in its entirety to read as follows:

                   Applied has reserved such number of Applied Shares as are
                   necessary to satisfy the Assumed Options described in Article
                   I.A. of the Plan.



<PAGE>

        4. Article Two is hereby amended by adding a new Section V immediately
after Section IV thereof to read as follows:

               V. NO FURTHER OPTION GRANTS

                      Notwithstanding any contrary Plan provision, the Plan is
               terminated effective as of December 3, 2001, except with respect
               to the Assumed Options. Accordingly, no further options shall be
               granted under the Plan after that date. Optionees holding Assumed
               Options may continue to exercise such Options in accordance with
               their terms, subject to the terms and conditions of the Merger
               Agreement and Assumption Notice.

        5. Article Three is hereby amended by adding a new Section IV
immediately after Section III thereof to read as follows:

               IV. NO FURTHER STOCK ISSUANCES

                      Notwithstanding any contrary Plan provision, the Stock
               Issuance Program is terminated effective as of December 3, 2001.
               Accordingly, no further shares of Common Stock shall be issued
               under the Stock Issuance Program after that date.

        6. Section II of Article Four is hereby amended by adding a new
Subsection C immediately after Subsection B to read as follows:

                      C. Notwithstanding any contrary Plan provision, the Plan
               is terminated effective as of December 3, 2001, except with
               respect to the Assumed Options.


        IN WITNESS WHEREOF, the Corporation, by its duly officer identified
below, has executed this Amendment No. 1 to the Plan on the date indicated
below.



                                          GLOBAL KNOWLEDGE SERVICES, INC.

                                          By:___________________________________

                                          Title:________________________________

                                          Date:  December ___, 2001




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