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                              NETWORK COMMERCE INC.

                  AMENDED AND RESTATED 1999 NONOFFICER EMPLOYEE

                                STOCK OPTION PLAN

     1. PURPOSES OF THE PLAN. The purposes of this 1999 Nonofficer Employee
Stock Option Plan are:

        -  to attract and retain the best available personnel for positions
           of substantial responsibility,

        -  to provide additional incentive to certain Employees and
           Consultants, and

        -  to promote the success of the Company's business.

        Awards granted under the Plan may be Stock Awards and Nonstatutory
Stock Options only.

     2. DEFINITIONS. As used herein, the following definitions shall apply:

        (a) "Administrator" means the Board or any of its Committees as shall
be administering the Plan or one or more senior executive officers authorized
by the Board to grant Awards, in accordance with Section 4 of the Plan.

        (b) "Applicable Laws" means the requirements relating to the
administration of stock option plans under U. S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws
of any foreign country or jurisdiction where Awards are, or will be, granted
under the Plan.

        (c) "Award" means an award or grant made pursuant to the Plan,
including, without limitation, awards or grants of Stock Awards and Options,
or any combination of the foregoing.

        (d) "Board" means the Board of Directors of the Company.

        (e) "Code" means the Internal Revenue Code of 1986, as amended.

        (f) "Committee" means a committee of Directors appointed by the Board
in accordance with Section 4 of the Plan.

        (g) "Common Stock" means the common stock of the Company.

        (h) "Company" means Network Commerce Inc., a Washington corporation.

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        (i) "Consultant" means any person, including an advisor, engaged by
the Company or a Parent or Subsidiary to render services to such entity.

        (j) "Director" means a member of the Board.

        (k) "Disability" means total and permanent disability as defined in
Section 22(e)(3) of the Code.

        (l) "Employee" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. A Service
Provider shall not cease to be an Employee in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor.
Neither service as a Director nor payment of a director's fee by the Company
shall be sufficient to constitute "employment" by the Company.

        (m) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

        (n) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

            (i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system
for the last market trading day prior to the time of determination, as
reported in THE WALL STREET JOURNAL or such other source as the Administrator
deems reliable;

            (ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value
of a Share of Common Stock shall be the mean between the high bid and low
asked prices for the Common Stock on the last market trading day prior to the
day of determination, as reported in THE WALL STREET JOURNAL or such other
source as the Administrator deems reliable; or

            (iii) In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith by the
Administrator.

        (o) "INCENTIVE STOCK OPTION" means an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code and
the regulations promulgated thereunder.

        (p) "NONSTATUTORY STOCK OPTION" means an Option not intended to
qualify as an Incentive Stock Option.

        (q) "NOTICE OF GRANT" means a written or electronic notice evidencing
certain terms and conditions of an individual Award grant. The Notice of
Grant is part of the Option or Stock Award Agreement.

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        (r) "OFFICER" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

        (s) "OPTION" means a Nonstatutory Stock Option granted pursuant to
the Plan.

        (t) "OPTION AGREEMENT" means an agreement between the Company and a
Participant evidencing the terms and conditions of an individual Option
grant. The Option Agreement is subject to the terms and conditions of the
Plan.

        (u) "OPTIONED STOCK" means the Common Stock subject to an Option.

        (v) "PARENT" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

        (w) "PARTICIPANT" means the holder of an outstanding Award granted
under the Plan.

        (x) "PLAN" means this 1999 Nonofficer Employee Stock Option Plan.

        (y) "SERVICE PROVIDER" means an Employee or Consultant.

        (z) "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 13 of the Plan.

        (aa) "STOCK AWARD" means shares of Common Stock or units denominated
in Common Stock granted under Section 11, the rights of ownership of which
may be subject to restrictions prescribed by the Administrator.

        (bb) "STOCK AWARD AGREEMENT" means an agreement between the Company
and a Participant evidencing the terms and conditions of an individual Award
grant. The Stock Award Agreement is subject to the terms and conditions of
the Plan.

        (cc) "SUBSIDIARY" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

     3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 13 of
the Plan, the maximum number of Shares which are available for issuance under
the Plan is

        (a) 7,000,000 Shares; plus

        (b) an automatic increase to be added on the first day of the fiscal
quarter beginning on January 1, 2000 equal to 10,000 Shares multiplied by the
number of individuals who began employment or services at the Company, a
Parent or a Subsidiary in the preceding fiscal quarter in connection with the
Company's acquisition of any corporation or business entity in such quarter;
plus

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        (c) an automatic increase to be added on the first day of each month
beginning on or after March 1, 2000 equal to 10,000 Shares multiplied by the
number of individuals who began employment or services at the Company, a
Parent or a Subsidiary in the immediately preceding month;

provided, however, that the maximum number of Shares which may be issued under
the Plan may not exceed 11,000,000 Shares. The Shares may be authorized, but
unissued, or reacquired Common Stock.

            No more than 30% of the Shares authorized for issuance under the
Plan may be issued to officers who are not subject to Section 16 of the
Exchange Act.

            Any Shares that have been made subject to an Award that cease to
be subject to the Award (other than by reason of exercise or payment of the
Award to the extent it is exercised for or settled in vested and
nonforfeitable Shares) shall again be available for issuance in connection
with future grants of Awards under the Plan.

     4. ADMINISTRATION OF THE PLAN.

        (a) Procedure.

            (i) MULTIPLE ADMINISTRATIVE BODIES. The Plan may be administered
by different Committees with respect to different groups of Service
Providers. In addition, to the extent consistent with applicable law, the
Board may authorize one or more senior executive officers to grant Awards to
specified classes of Service Providers, within the limits specifically
prescribed by the Board.

            (ii) OTHER ADMINISTRATION. Other than as provided above, the Plan
shall be administered by (A) the Board or (B) a Committee, which committee
shall be constituted to satisfy Applicable Laws.

        (b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the
Plan, and in the case of a Committee or executive officer, subject to the
specific duties delegated by the Board to such Committee or officer, the
Administrator shall have the authority, in its discretion:

            (i) to determine the Fair Market Value;

            (ii) to select the Service Providers to whom Awards may be
granted hereunder;

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

            (iv) to approve forms of agreement for use under the Plan;

            (v) to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any Award granted hereunder. Such terms and
conditions include, but are

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not limited to, the exercise price, the time or times when Awards may be
exercised (which may be based on performance criteria), any vesting
acceleration or waiver of forfeiture restrictions, and any restriction or
limitation regarding any Award or the shares of Common Stock relating
thereto, based in each case on such factors as the Administrator, in its sole
discretion, shall determine;

            (vi) to construe and interpret the terms of the Plan and Awards
granted pursuant to the Plan;

            (vii) to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment under
foreign tax laws;

            (viii) to modify or amend each Award (subject to Section 16(b) of
the Plan), including the discretionary authority to extend the
post-termination exercisability period of Options longer than is otherwise
provided for in the Plan;

            (ix) to allow Participants to satisfy withholding tax obligations
by electing to have the Company withhold from the Shares to be issued upon
exercise of an Option or the grant of a Stock Award that number of Shares
having a Fair Market Value equal to the amount required to be withheld. The
Fair Market Value of the Shares to be withheld shall be determined on the
date that the amount of tax to be withheld is to be determined. All elections
by a Participant to have Shares withheld for this purpose shall be made in
such form and under such conditions as the Administrator may deem necessary
or advisable;

            (x) to authorize any person to execute on behalf of the Company
any instrument required to effect the grant of an Award previously granted by
the Administrator;

            (xi) to make all other determinations deemed necessary or
advisable for administering the Plan.

        (c) EFFECT OF ADMINISTRATOR'S DECISION. The Administrator's
decisions, determinations and interpretations shall be final and binding on
all Participants and any other holders of Awards.

     5. ELIGIBILITY. Awards may be granted to Service Providers selected by
the Administrator who are not, at the time the Award is granted, Officers or
Directors of the Company.

     6. LIMITATIONS.

        (a) Neither the Plan nor any Award shall confer upon a Participant
any right with respect to continuing the Participant's relationship as a
Service Provider with the Company, nor shall they interfere in any way with
the Participant's right or the Company's right to terminate such relationship
at any time, with or without cause.

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     7. TERM OF PLAN. The Plan shall become effective upon its adoption by
the Board. The Plan shall have no fixed expiration date.

     8. TERM OF OPTION. The term of each Option shall be stated in the Option
Agreement or, if not stated in the Option Agreement, shall be ten (10) years
from the date of grant.

     9. OPTION EXERCISE PRICE AND CONSIDERATION.

        (a) EXERCISE PRICE. The per share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be determined by the
Administrator.

        (b) WAITING PERIOD AND EXERCISE DATES. At the time an Option is
granted, the Administrator shall fix the period within which the Option may
be exercised and shall determine any conditions that must be satisfied before
the Option may be exercised.

        (c) FORM OF CONSIDERATION. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the
method of payment. Such consideration may consist entirely of:

            (i)   cash;

            (ii)  check;

            (iii) to the extent permitted by the Plan Administrator in the
Option Agreement, other Shares which (A) in the case of Shares acquired upon
exercise of an option, have been owned by the Participant for more than six
months on the date of surrender, and (B) have a Fair Market Value on the date
of surrender equal to the aggregate exercise price of the Shares as to which
said Option shall be exercised;

            (iv)  consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan;

            (v)   any combination of the foregoing methods of payment; or

            (vi)  such other consideration and method of payment for the
issuance of Shares to the extent permitted by Applicable Laws.

     10. EXERCISE OF OPTION.

         (a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any Option
granted hereunder shall be exercisable according to the terms of the Plan and
at such times and under such conditions as determined by the Administrator
and set forth in the Option Agreement. Unless the Administrator provides
otherwise, vesting of Options granted hereunder shall be tolled during any
unpaid leave of absence. An Option may not be exercised for a fraction of a
Share.

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            An Option shall be deemed exercised when the Company receives:
(i) written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by
the Administrator and permitted by the Option Agreement and the Plan. Shares
issued upon exercise of an Option shall be issued in the name of the
Participant or, if requested by the Participant, in the name of the
Participant and his or her spouse. Until the Shares are issued (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Company shall issue (or cause
to be issued) such Shares promptly after the Option is exercised. No
adjustment will be made for a dividend or other right for which the record
date is prior to the date the Shares are issued, except as provided in
Section 13 of the Plan.

            Exercising an Option in any manner for vested and nonforfeitable
Shares shall decrease the number of Shares thereafter available, both for
purposes of the Plan and for sale under the Option, by the number of Shares
as to which the Option is exercised.

        (b) TERMINATION OF RELATIONSHIP AS A SERVICE PROVIDER. If a
Participant ceases to be a Service Provider, other than upon the
Participant's death or Disability, the Participant may exercise his or her
Option within such period of time as is specified in the Option Agreement to
the extent that the Option is vested on the date of termination (but in no
event later than the expiration of the term of such Option as set forth in
the Option Agreement). In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for three (3) months following
the Participant's termination. If, on the date of termination, the
Participant is not vested as to his or her entire Option, the Shares covered
by the unvested portion of the Option shall revert to the Plan. If, after
termination, the Participant does not exercise his or her Option within the
time specified by the Administrator, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.

        (c) DISABILITY OF PARTICIPANT. If a Participant ceases to be a
Service Provider as a result of the Participant's Disability, the Participant
may exercise his or her Option within such period of time as is specified in
the Option Agreement to the extent the Option is vested on the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement). In the absence of a specified
time in the Option Agreement, the Option shall remain exercisable for twelve
(12) months following the Participant's termination. If, on the date of
termination, the Participant is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option shall revert to the
Plan. If, after termination, the Participant does not exercise his or her
Option within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.

        (d) DEATH OF PARTICIPANT. If a Participant dies while a Service
Provider, the Option may be exercised within such period of time as is
specified in the Option Agreement (but in no event later than the expiration
of the term of such Option as set forth in the Option

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Agreement), by the Participant's estate or by a person who acquires the right
to exercise the Option by bequest or inheritance, but only to the extent that
the Option is vested on the date of death. In the absence of a specified time
in the Option Agreement, the Option shall remain exercisable for twelve (12)
months following the Participant's termination. If, at the time of death, the
Participant is not vested as to his or her entire Option, the Shares covered
by the unvested portion of the Option shall immediately revert to the Plan.
The Option may be exercised by the executor or administrator of the
Participant's estate or, if none, by the person(s) entitled to exercise the
Option under the Participant's will or the laws of descent or distribution.
If the Option is not so exercised within the time specified herein, the
Option shall terminate, and the Shares covered by such Option shall revert to
the Plan.

        (e) BUYOUT PROVISIONS. The Administrator may at any time offer to buy
out for a payment in cash or Shares an Option previously granted based on
such terms and conditions as the Administrator shall establish and
communicate to the Participant at the time that such offer is made.

     11. Stock Awards.

         (a) The Administrator is authorized to make Awards of Common Stock
or Awards denominated in units of Common Stock on such terms and conditions
and subject to such restrictions, if any (which may be based on continuous
service with the Company or the achievement of performance goals), as the
Administrator shall determine, in its sole discretion, which terms,
conditions and restrictions shall be set forth in the instrument evidencing
the Award. The terms, conditions and restrictions that the Administrator
shall have the power to determine shall include, without limitation, the
manner in which Shares subject to Stock Awards are held during the periods
they are subject to restrictions and the circumstances under which forfeiture
of the Stock Award shall occur by reason of termination of the Participant's
employment or service relationship.

        (b) Upon the satisfaction of any terms, conditions and restrictions
prescribed in respect to a Stock Award, or upon the Participant's release
from any terms, conditions and restrictions of a Stock Award, as determined
by the Administrator, the Company shall release, as soon as practicable, to
the Participant or, in the case of the Participant's death, to the personal
representative of the Participant's estate or as the appropriate court
directs, the appropriate number of Shares.

         (c) Notwithstanding any other provisions of the Plan, the
Administrator may, in its sole discretion, waive the forfeiture period and
any other terms, conditions or restrictions on any Stock Award under such
circumstances and subject to such terms and conditions as the Administrator
shall deem appropriate.

     12. NON-TRANSFERABILITY OF AWARDS. Unless determined otherwise by the
Administrator, an Award may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws
of descent or distribution and may be exercised, during the lifetime of the
Participant, only by the Participant. If the Administrator

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makes an Award transferable, such Award shall contain such additional terms
and conditions as the Administrator deems appropriate.

     13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR
ASSET SALE.

         (a) CHANGES IN CAPITALIZATION. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Award, and the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Shares have
yet been granted or which have been returned to the Plan upon cancellation or
expiration of an Award, as well as the price per share of Common Stock
covered by each such outstanding Award, shall be proportionately adjusted for
any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without
receipt of consideration by the Company; provided, however, that conversion
of any convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of
stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock
subject to an Award.

         (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify
each Participant as soon as practicable prior to the effective date of such
proposed transaction. The Administrator in its discretion may provide for a
Participant to have the right to exercise his or her Option until ten (10)
days prior to such transaction as to all of the Optioned Stock covered
thereby, including Shares as to which the Option would not otherwise be
exercisable. In addition, the Administrator may provide that any Company
repurchase option or forfeiture provision applicable to any Award shall lapse
as to all such Shares, provided the proposed dissolution or liquidation takes
place at the time and in the manner contemplated. To the extent it has not
been previously exercised, an Option will terminate immediately prior to the
consummation of such proposed action. To the extent a repurchase option or
forfeiture provision applicable to a Stock Award has not been waived by the
Administrator, the Stock Award shall be forfeited automatically immediately
prior to the consummation of the proposed action.

         (c) MERGER OR ASSET SALE. Unless otherwise described in the
instrument evidencing the Award, in the event of a merger of the Company with
or into another corporation, or the sale of all or substantially all of the
assets of the Company, each outstanding Option shall be assumed or an
equivalent option or right substituted by the successor corporation or a
Parent or Subsidiary of the successor corporation. In the event that the
successor corporation refuses to assume or substitute for the Option, the
Participant shall fully vest in and have the right to exercise the Option as
to all of the Optioned Stock, including Shares as to which it would not
otherwise be vested or exercisable. If an Option becomes fully vested and
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Administrator shall

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notify the Participant in writing or electronically that the Option shall be
fully vested and exercisable for a period of fifteen (15) days from the date
of such notice, and the Option shall terminate upon the expiration of such
period. For the purposes of this paragraph, the Option shall be considered
assumed if, following the merger or sale of assets, the option or right
confers the right to purchase or receive, for each Share of Optioned Stock
subject to the Option immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received
in the merger or sale of assets by holders of Common Stock for each Share
held on the effective date of the transaction (and if holders were offered a
choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares); provided, however, that if such
consideration received in the merger or sale of assets is not solely common
stock of the successor corporation or its Parent, the Administrator may, with
the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option, for each Share of Optioned Stock
subject to the Option, to be solely common stock of the successor corporation
or its Parent equal in fair market value to the per share consideration
received by holders of Common Stock in the merger or sale of assets.

             Unless otherwise described in the instrument evidencing the
Award, in the event of a merger of the Company with or into another
corporation, or the sale of all or substantially all of the assets of the
Company, the vesting of Shares subject to Stock Awards shall accelerate, and
the repurchase and forfeiture provisions to which such Shares are subject
shall lapse, if and to the same extent that the vesting of outstanding
Options accelerates in connection with such merger or sale. If Options are to
be assumed, continued or substituted by a successor corporation or a Parent
or Subsidiary thereof without acceleration upon the occurrence of a merger or
sale, the forfeiture provisions to which such Stock Awards are subject shall
continue with respect to shares of the successor corporation or a Parent or
Subsidiary thereof that may be issued in exchange for such shares.

     14. ACQUIRED COMPANY AWARDS. Notwithstanding anything in the Plan to the
contrary, the Administrator may grant Awards under the Plan in substitution
for awards issued under other plans, or assume under the Plan awards issued
under other plans, if the other plans are or were plans of other acquired
entities ("Acquired Entities") (or the parent of the Acquired Entity) and the
new Award is substituted, or the old award is assumed, by reason of a merger,
consolidation, acquisition of property or stock, reorganization or
liquidation (the "Acquisition Transaction"). In the event that a written
agreement pursuant to which the Acquisition Transaction is completed is
approved by the Board and said agreement sets forth the terms and conditions
of the substitution for or assumption of outstanding awards of the Acquired
Entity, said terms and conditions shall be deemed to be the action of the
Administrator, and the persons holding such awards shall be deemed to be
Participants.

     15. DATE OF GRANT. The date of grant of an Award shall be, for all
purposes, the date on which the Administrator makes the determination
granting such Award, or such other later date as is determined by the
Administrator. Notice of the determination shall be provided to each
Participant within a reasonable time after the date of such grant.

     16. AMENDMENT AND TERMINATION OF THE PLAN.

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         (a) AMENDMENT AND TERMINATION. The Board may at any time amend,
alter, suspend or terminate the Plan.

         (b) EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any
Participant, unless mutually agreed otherwise between the Participant and the
Administrator, which agreement must be in writing and signed by the
Participant and the Company. Termination of the Plan shall not affect the
Administrator's ability to exercise the powers granted to it hereunder with
respect to Awards granted under the Plan prior to the date of such
termination.

     17. CONDITIONS UPON ISSUANCE OF SHARES.

         (a) LEGAL COMPLIANCE. Shares shall not be issued pursuant to an
Award unless the issuance and delivery of such Shares shall comply with
Applicable Laws and shall be further subject to the approval of counsel for
the Company with respect to such compliance.

         (b) INVESTMENT REPRESENTATIONS. As a condition to the exercise of an
Option, the Company may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Shares are
being purchased only for investment and without any present intention to sell
or distribute such Shares if, in the opinion of counsel for the Company, such
a representation is required.

     18. INABILITY TO OBTAIN AUTHORITY. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

     19. RESERVATION OF SHARES. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall
be sufficient to satisfy the requirements of the Plan.

         ADOPTED BY THE BOARD ON DECEMBER 8, 1999. AMENDED BY THE BOARD ON
         JANUARY 13, 2000 TO ADD STOCK AWARDS AND SECTION 14. PLAN FURTHER
         AMENDED BY THE BOARD ON FEBRUARY 10, 2000 TO INCREASE THE NUMBER OF
         SHARES AVAILABLE FOR ISSUANCE (ALTHOUGH THE AGGREGATE NUMBER OF SHARES
         AVAILABLE REMAINED AT 4,000,000 SHARES). PLAN FURTHER AMENDED BY THE
         BOARD ON MARCH 21, 2000 AND IN JUNE 2000 TO INCREASE THE NUMBER OF
         SHARES AVAILABLE FOR ISSUANCE AND TO INCREASE THE AGGREGATE NUMBER OF
         SHARES AVAILABLE UNDER THE PLAN.

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