1997 Employee Stock Purchase Plan - SportsLine USA Inc.


                              SPORTSLINE USA, INC.

                        1997 EMPLOYEE STOCK PURCHASE PLAN


         1.       Purpose. The purpose of the Plan is to provide incentive for 
present and future employees of the Company and any Designated Subsidiary to
acquire a proprietary interest (or increase an existing proprietary interest) in
the Company through the purchase of Common Stock. It is the Company's intention
that the Plan qualify as an 'employee stock purchase plan' under Section 423 of
the Code. Accordingly, the provisions of the Plan shall be administered,
interpreted and construed in a manner consistent with the requirements of that
section of the Code.

         2.       Definitions.


                  (a) 'Applicable Percentage' means the percentage specified in
Section 8, subject to adjustment by the Committee as provided in Section 8.

                  (b) 'Board' means the Board of Directors of the Company.

                  (c) 'Code' means the Internal Revenue Code of 1986, as 
amended, and any successor thereto.

                  (d) 'Committee' means the committee appointed by the Board to
administer the Plan as described in Section 13 of the Plan or, if no such
Committee is appointed, the Board.

                  (e) 'Common Stock' means the Company's common stock, 
par value $0.01 per share.

                  (f) 'Company' means SPORTSLINE USA, INC., a Delaware 
corporation.
 
                  (g) 'Compensation' means, with respect to each Participant for
each pay period, the full base salary, overtime and other wages paid to such
Participant by the Company or a Designated Subsidiary. Except as otherwise
determined by the Committee, 'Compensation' does not include: (i) commissions or
bonuses; (ii) any amounts contributed by the Company or a Designated Subsidiary
to any pension plan; (iii) any automobile or relocation allowances (or
reimbursement for any such expenses); (iv) any amounts paid as a starting bonus
or finder's fee; (v) any amounts realized from the exercise of any stock options
or incentive awards; (vi) any amounts paid by the Company or a Designated
Subsidiary for other fringe benefits, such as health and welfare,
hospitalization and group life insurance benefits, or perquisites, or paid in
lieu of such benefits; or (vii) other similar forms of extraordinary
compensation.

                  (h) 'Continuous Status as an Employee' means the absence of
any interruption or termination of service as an Employee. Continuous Status as
an Employee shall not be considered interrupted in the case of a leave of
absence agreed to in writing by the Company or the Designated Subsidiary that
employs the Employee, provided that such leave is for a period of not 



more than 90 days or reemployment upon the expiration of such leave is
guaranteed by contract or statute.

                  (i) 'Designated Subsidiaries' means the Subsidiaries that have
been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.

                  (j) 'Employee' means any person, including an Officer, whose
customary employment with the Company or one of its Designated Subsidiaries is
at least twenty (20) hours per week and more than five (5) months in any
calendar year.

                  (k) 'Entry Date' means the first day of each Exercise 
Period.

                  (l) 'Exchange Act' means the Securities Exchange Act of 
1934, as amended.

                  (m) 'Exercise Date' means the last business day ending on or
before June 30, 1998, and the last business day ending on or before each
December 31 and June 30 thereafter.

                  (n) 'Exercise Period' means, for any Offering Period, each
period commencing on the Offering Date and on the day after each Exercise Date,
and terminating on the immediately following Exercise Date.

                  (o) 'Exercise Price' means the price per share of Common Stock
offered in a given Offering Period determined as provided in Section 8.

                  (p) 'Fair Market Value' means, with respect to a share of
Common Stock, the Fair Market Value as determined under Section 7(b).

                  (q) 'First Offering Date' means the commencement date of the
initial public offering contemplated by the Registration Statement on Form S-1
filed by the Company with the Securities and Exchange Commission.

                  (r) 'Offering Date' means the first business day of each
Offering Period; provided, that in the case of an individual who becomes
eligible to become a Participant under Section 3 after the first business day of
an Offering Period, the term 'Offering Date' shall mean the first business day
of the Exercise Period coinciding with or next succeeding the day on which that
individual becomes eligible to become a Participant. Options granted after the
first day of an Offering Period will be subject to the same terms as the options
granted on the first business day of such Offering Period except that they will
have a different grant date (thus, potentially, a different exercise price) and,
because they expire at the same time as the options granted on the first
business day of such Offering Period, a shorter term.

                  (s) 'Offering Period' means (i) with respect to the first
Offering Period, the period beginning on the First Offering Date and ending on
December 31, 1998, and (ii) with respect to each Offering Period thereafter, and
subject to adjustment as provided in Section 4, the 12 month period beginning on
the business day immediately succeeding the end of the preceding Offering
Period.


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                  (t) 'Officer' means a person who is an officer of the Company
within the meaning of Section 16 under the Exchange Act and the rules and
regulations promulgated thereunder.

                  (u) 'Participant' means an Employee who has elected to
participate in the Plan by filing an Enrollment Agreement with the Company as
provided in Section 5 of the Plan.

                  (v) 'Plan' shall mean this 1997 Employee Stock Purchase 
Plan.

                  (w) 'Plan Contributions' means, with respect to each
Participant, the payroll deductions withheld from the Compensation of the
Participant and contributed to the Plan for the Participant as provided in
Section 6 of the Plan and any other amounts contributed to the Plan for the
Participant in accordance with the terms of the Plan.

                  (x) 'Subsidiary' shall mean any corporation, domestic or
foreign, of which the Company owns, directly or indirectly, 50% or more of the
total combined voting power of all classes of stock, and that otherwise
qualifies as a 'subsidiary corporation' within the meaning of Section 424(f) of
the Code.

         6.       Eligibility.

                  (a) Any Employee who is employed by the Company as of the
Offering Date of a given Offering Period shall be eligible to become a
Participant as of any Entry Date within that Offering Period under the Plan,
subject to the requirements of Section 5(a) and the limitations imposed by
Section 423(b) of the Code.

                  (b) Notwithstanding any provision of the Plan to the contrary,
no Participant shall be granted an option under the Plan (i) if, immediately
after the grant, such Participant (or any other person whose stock would be
attributed to such Participant pursuant to Section 424(d) of the Code) would own
stock and/or hold outstanding options to purchase stock possessing 5% or more of
the total combined voting power or value of all classes of stock of the Company
or of any Subsidiary of the Company, or (ii) which permits such Participant's
rights to purchase stock under all employee stock purchase plans of the Company
and its Subsidiaries intended to qualify under Section 423 of the Code to accrue
at a rate which exceeds $25,000 of fair market value of stock (determined at the
time such option is granted) for each calendar year in which such option is
outstanding at any time.

         7.       Offering Periods. The Plan shall be implemented by a series of
consecutive Offering Periods. The first Offering Period shall commence on the
First Offering Date, the second Offering Period shall commence on January 1,
1999, and succeeding Offering Periods shall commence on or about the January 1
that occurs every 12 months thereafter (or at such other time or times as may be
determined by the Committee). The Committee shall have the power to change the
duration and/or the frequency of Offering Periods with respect to future
offerings without stockholder approval if such change is announced at least
fifteen (15) days prior to the scheduled beginning of the first Offering Period
to be affected.



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         8.       Election to Participate.

                  (a) An eligible Employee may elect to participate in the Plan
commencing on any Entry Date by completing an Enrollment Agreement on the form
provided by the Company and filing the Enrollment Agreement with the Company on
or prior to such Entry Date, unless a later time for filing the Enrollment
Agreement is set by the Committee for all eligible Employees with respect to a
given offering. The Enrollment Agreement shall set forth the percentage of the
Participant's Compensation that is to be withheld by payroll deduction pursuant
to the Plan.

                  (b) Except as otherwise determined by the Committee under
rules applicable to all Participants, payroll deductions for a Participant shall
commence on the first payroll following the Entry Date on which the Participant
elects to participate in accordance with Section 5(a) and shall end on the last
payroll in the Offering Period, unless sooner terminated by the Participant as
provided in Section 11.

                  (c) Unless a Participant elects otherwise prior to the last
Exercise Date of an Offering Period, such Participant shall be deemed (i) to
have elected to participate in the immediately succeeding Offering Period (and,
for purposes of such Offering Period such Participant's 'Entry Date' shall be
deemed to be the first day of such Offering Period) and (ii) to have authorized
the same payroll deduction for such immediately succeeding Offering Period as
was in effect for such Participant immediately prior to the commencement of such
succeeding Offering Period.

         9.       Participant Contributions.


                  (a) Except as otherwise authorized by the Committee pursuant
to Section 6(d) below, all Participant contributions to the Plan shall be made
only by payroll deductions. At the time a Participant files the Enrollment
Agreement with respect to an Offering Period, the Participant may authorize
payroll deductions to be made on each payroll date during the portion of the
Offering Period that he or she is a Participant in an amount not less than 1%
and not more than 25% of the Participant's Compensation on each payroll date
during the portion of the Offering Period that he or she is a Participant (or
subsequent Offering Periods as provided in Section 5(c)). The amount of payroll
deductions shall be a whole percentage (i.e., 1%, 2%, 3%, etc.) of the
Participant's Compensation.

                  (b) A Participant may discontinue his or her participation in
the Plan as provided in Section 11, or may decrease or increase the rate or
amount of his or her payroll deductions during such Offering Period (within the
limitations of Section 6(a) above) by completing and filing with the Company a
new Enrollment Agreement authorizing a change in the rate or amount of payroll
deductions; provided, that a Participant may not change the rate or amount of
his or her payroll deductions more than once in any Exercise Period. The change
in rate or amount shall be effective with the first full payroll period
following ten (10) business days after the Company's receipt of the new
Enrollment Agreement.



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                  (c) Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and Section 3(b) hereof, a
Participant's payroll deductions may be decreased to 0% at such time during any
Exercise Period which is scheduled to end during the current calendar year that
the aggregate of all payroll deductions accumulated with respect to such
Exercise Period and any other Exercise Period ending within the same calendar
year equal to the product of $25,000 multiplied by the Applicable Percentage for
the calendar year. Payroll deductions shall recommence at the rate provided in
the Participant's enrollment agreement at the beginning of the following
Exercise Period which is scheduled to end in the following calendar year, unless
terminated by the Participant as provided in Section 11.

                  (d) Notwithstanding anything to the contrary in the foregoing,
but subject to the limitations set forth in Section 3(b), the Committee may
permit Participants to make additional contributions to the Plan subject to such
terms and conditions as the Committee may in its discretion determine. All such
additional contributions shall be made in a manner consistent with the
provisions of Section 423 of the Code or any successor thereto, and shall be
held in Participants' accounts and applied to the purchase of shares of Common
Stock pursuant to options granted under this Plan in the same manner as payroll
deductions contributed to the Plan as provided above.

                  (e) All Plan Contributions made for a Participant shall be
deposited in the Company's general corporate account and shall be credited the
Participant's account under the Plan. No interest shall accrue or be credited
with respect to a Participant's Plan Contributions. All Plan Contributions
received or held by the Company may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate or otherwise set
apart such Plan Contributions from any other corporate funds.

         10.      Grant of Option.


                  (a) On a Participant's Entry Date, subject to the limitations
set forth in Sections 3(b) and 12(a), the Participant shall be granted an option
to purchase on each subsequent Exercise Date during the Offering Period in which
such Entry Date occurs (at the Exercise Price determined as provided in Section
8 below) a number of shares of Common Stock determined by dividing such
Participant's Plan Contributions accumulated prior to such Exercise Date and
retained in the Participant's account as of such Exercise Date by the lower of
(i) the Applicable Percentage of the greater of (A) the Fair Market Value of a
share of Common Stock on the Offering Date or (B) the Fair Market Value of a
share of Common Stock on the Entry Date on which the Employee elects to become a
Participant within the Offering Period, or (ii) the Applicable Percentage of the
Fair Market Value of a share of Common Stock on such Exercise Date; provided,
that the maximum number of shares an Employee may purchase during any Exercise
Period shall be (i) during calendar year 1998, 6,250 shares and (ii) thereafter,
2,000 shares. The Fair Market Value of a share of Common Stock shall be
determined as provided in Section 7(b).

                  (b) The Fair Market Value of a share of Common Stock on a
given date shall be determined by the Committee in its discretion; provided,
that if there is a public market for the Common Stock, the Fair Market Value per
share shall be either (i) the closing price of the Common Stock on such date
(or, in the event that the Common Stock is not traded on such date, on the
immediately preceding trading date), as reported by the National Association of
Securities Dealers 


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Automated Quotation (Nasdaq) National Market System, (ii) if such price is not
reported, the average of the bid and asked prices for the Common Stock on such
date (or, in the event that the Common Stock is not traded on such date, on the
immediately preceding trading date), as reported by Nasdaq, (iii) in the event
the Common Stock is listed on a stock exchange, the closing price of the Common
Stock on such exchange on such date (or, in the event that the Common Stock is
not traded on such date, on the immediately preceding trading date), as reported
in The Wall Street Journal, or (iv) if no such quotations are available for a
date within a reasonable time prior to the valuation date, the value of the
Common Stock as determined by the Committee using any reasonable means. For
purposes of the First Offering Date, the Fair Market Value of a share of Common
Stock shall be the Price to Public as set forth in the final prospectus filed by
the Company with the Securities and Exchange Commission pursuant to Rule 424
under the Securities Act of 1933, as amended.

         11.      Exercise Price. The Exercise Price per share of Common Stock
offered to each Participant in a given Offering Period shall be the lower of:
(i) the Applicable Percentage of the greater of (A) the Fair Market Value of a
share of Common Stock on the Offering Date or (B) the Fair Market Value of a
share of Common Stock on the Entry Date on which the Employee elects to become a
Participant within the Offering Period or (ii) the Applicable Percentage of the
Fair Market Value of a share of Common Stock on the Exercise Date. The
Applicable Percentage with respect to each Offering Period shall be 85%, unless
and until such Applicable Percentage is increased by the Committee, in its sole
discretion, provided that any such increase in the Applicable Percentage with
respect to a given Offering Period must be established not less than fifteen
(15) days prior to the Offering Date thereof.

         12.      Exercise of Options. Unless the Participant withdraws from the
Plan as provided in Section 11, the Participant's option for the purchase of
shares will be exercised automatically on each Exercise Date, and the maximum
number of full shares subject to such option shall be purchased for the
Participant at the applicable Exercise Price with the accumulated Plan
Contributions then credited the Participant's account under the Plan. During a
Participant's lifetime, a Participant's option to purchase shares hereunder is
exercisable only by the Participant.

         13.      Delivery. As promptly as practicable after each Exercise Date,
the Company shall credit to each Participant's account the shares purchased upon
exercise of such Participant's option. As promptly as practicable after receipt
of a written request of a Participant (or the Participant's beneficiary), as
appropriate, the Company shall deliver to the Participant (or the Participant's
beneficiary) a certificate or certificates representing shares held in the
Participant's account. Any amount remaining to the credit of a Participant's
account after the purchase of shares by such Participant on an Exercise Date, or
which is insufficient to purchase a full share of Common Stock, shall be carried
over to the next Exercise Period if the Participant continues to participate in
the Plan or, if the Participant does not continue to participate, shall be
returned to the Participant.

         14.      Withdrawal; Termination of Employment.


                  (a) A Participant may withdraw from the Plan at any time by
giving written notice to the Company. All of the Plan Contributions credited to
the Participant's account and not yet invested in Common Stock will be paid to
the Participant as soon as administratively practicable. After receipt of the
Participant's notice of withdrawal, the Participant's option to purchase shares


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pursuant to the Plan automatically will be terminated, and no further payroll
deductions for the purchase of shares will be made for the Participant's
account. Payroll deductions will not resume on behalf of a Participant who has
withdrawn from the Plan (a 'Former Participant') unless the Former Participant
enrolls in a subsequent Offering Period in accordance with Section 5(a).

                  (b) Upon termination of the Participant's Continuous Status as
an Employee prior to any Exercise Date for any reason, including retirement or
death, the Plan Contributions credited to the Participant's account and not yet
invested in Common Stock will be returned to the Participant or, in the case of
death, to the Participant's beneficiary as determined pursuant to Section 14,
and the Participant's option to purchase shares under the Plan will
automatically terminate.

                  (c) A Participant's withdrawal from an Offering Period will
not have any effect upon the Participant's eligibility to participate in
succeeding Offering Periods or in any similar plan which may hereafter be
adopted by the Company.

         15.      Stock.


                  (a) The maximum number of shares of Common Stock that shall be
made available for sale under the Plan shall be One Million (1,000,000) shares,
subject to adjustment as provided in Section 17. Shares of Common Stock subject
to the Plan may be newly issued shares or shares reacquired in private
transactions or open market purchases. If and to the extent that any right to
purchase reserved shares shall not be exercised by any Participant for any
reason or if such right to purchase shall terminate as provided herein, shares
that have not been so purchased hereunder shall again become available for the
purpose of the Plan unless the Plan shall have been terminated, but all shares
sold under the Plan, regardless of source, shall be counted against the
limitation set forth above.

                  (b) A Participant will have no interest or voting right in
shares covered by his option until such option has been exercised.

                  (c) Shares to be delivered to a Participant under the Plan
will be registered in the name of the Participant or in the name of the
Participant and his or her spouse, as requested by the Participant.

         16.      Administration.


                  (a) The Plan shall be administered by the Committee. The
Committee shall have the authority to interpret the Plan, to prescribe, amend
and rescind rules and regulations relating to the Plan, and to make all other
determinations necessary or advisable for the administration of the Plan. The
administration, interpretation, or application of the Plan by the Committee
shall be final, conclusive and binding upon all persons.

                  (b) Notwithstanding the provisions of Subsection (a) of this
Section 13, in the event that Rule 16b-3 promulgated under the Exchange Act or
any successor provision thereto ('Rule 16b-3') provides specific requirements
for the administrators of plans of this type, the Plan shall only be
administered by such body and in such a manner as shall comply with the
applicable 


                                       7


requirements of Rule 16b-3. Unless permitted by Rule 16b-3, no discretion
concerning decisions regarding the Plan shall be afforded to any person that is
not 'disinterested' as that term is used in Rule 16b-3.

         17.      Designation of Beneficiary.


                  (a) A Participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
Participant's account under the Plan in the event of the Participant's death
subsequent to an Exercise Date on which the Participant's option hereunder is
exercised but prior to delivery to the Participant of such shares and cash. In
addition, a Participant may file a written designation of a beneficiary who is
to receive any cash from the Participant's account under the Plan in the event
of the Participant's death prior to the exercise of the option.

                  (b) A Participant's beneficiary designation may be changed by
the Participant at any time by written notice. In the event of the death of a
Participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such Participant's death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate
of the Participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may deliver
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the Participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.

         18.      Transferability. Neither Plan Contributions credited to a
Participant's account nor any rights to exercise any option or receive shares of
Common Stock under the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will or the laws of descent and
distribution, or as provided in Section 14). Any attempted assignment, transfer,
pledge or other distribution shall be without effect, except that the Company
may treat such act as an election to withdraw funds in accordance with Section
11.

         19.      Participant Accounts. Individual accounts will be maintained 
for each Participant in the Plan to account for the balance of his Plan
Contributions and options issued and shares purchased under the Plan. Statements
of account will be given to Participants semi-annually in due course following
each Exercise Date. The statements will set forth the amounts of payroll
deductions, the per share purchase price, the number of shares purchased and the
remaining cash balance, if any.

         20.      Adjustments Upon Changes in Capitalization; Corporate 
Transactions.


                  (a) If the outstanding shares of Common Stock are increased or
decreased, or are changed into or are exchanged for a different number of kind
of shares, as a result of one or more reorganizations, restructurings,
recapitalizations, reclassifications, stock splits, reverse stock splits, stock
dividends or the like, upon authorization of the Committee, appropriate
adjustments shall be made in the number and/or kind of shares, and the per-share
option price thereof, which may be issued in the aggregate and to any
Participant upon exercise of options granted under the Plan.

                  (b) In the event of the proposed dissolution or liquidation of
the Company, the Offering Period will terminate immediately prior to the
consummation of such proposed action, 


                                       8


unless otherwise provided by the Committee. In the event of a proposed sale of
all or substantially all of the Company's assets, or the merger of the Company
with or into another corporation (each, a 'Sale Transaction'), each option under
the Plan shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
unless the Committee determines, in the exercise of its sole discretion and in
lieu of such assumption or substitution, to shorten the Exercise Period then in
progress by setting a new Exercise Date (the 'New Exercise Date'). If the
Committee shortens the Exercise Period then in progress in lieu of assumption or
substitution in the event of a Sale Transaction, the Committee shall notify each
Participant in writing, at least ten (10) days prior to the New Exercise Date,
that the exercise date for such Participant's option has been changed to the New
Exercise Date and that such Participant's option will be exercised automatically
on the New Exercise Date, unless prior to such date the Participant has
withdrawn from the Plan as provided in Section 11. For purposes of this Section
17(b), an option granted under the Plan shall be deemed to have been assumed if,
following the Sale Transaction, the option confers the right to purchase, for
each share of option stock subject to the option immediately prior to the Sale
Transaction, the consideration (whether stock, cash or other securities or
property) received in the Sale Transaction by holders of Common Stock for each
share of Common Stock held on the effective date of the Sale Transaction (and if
such holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding shares of Common Stock);
provided, that if the consideration received in the Sale Transaction was not
solely common stock of the successor corporation or its parent (as defined in
Section 424(e) of the Code), the Committee may, with the consent of the
successor corporation and the Participant, provide for the consideration to be
received upon exercise of 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 the holders of Common Stock in the Sale Transaction.

                  (c) In all cases, the Committee shall have sole discretion to
exercise any of the powers and authority provided under this Section 17, and the
Committee's actions hereunder shall be final and binding on all Participants. No
fractional shares of stock shall be issued under the Plan pursuant to any
adjustment authorized under the provisions of this Section 17.

         21.      Amendment of the Plan. The Board or the Committee may at any 
time, or from time to time, amend the Plan in any respect; provided, that (i) no
such amendment may make any change in any option theretofore granted which
adversely affects the rights of any Participant and (ii) the Plan may not be
amended in any way that will cause rights issued under the Plan to fail to meet
the requirements for employee stock purchase plans as defined in Section 423 of
the Code or any successor thereto. To the extent necessary to comply with Rule
16b-3 under the Exchange Act, Section 423 of the Code, or any other applicable
law or regulation), the Company shall obtain shareholder approval of any such
amendment.

         22.      Termination of the Plan.


         The Plan and all rights of Employees hereunder shall terminate on the
earliest of:

                  (a) the Exercise Date that Participants become entitled to
purchase a number of shares greater than the number of reserved shares remaining
available for purchase under the Plan;


                                       9


                  (b) such date as is determined by the Board in its discretion;
or

                  (c) the last Exercise Date immediately preceding the tenth 
(10th) anniversary of the Plan's effective date.

         In the event that the Plan terminates under circumstances described in
Section 19(a) above, reserved shares remaining as of the termination date shall
be sold to Participants on a pro rata basis.

         23.      Notices. All notices or other communications by a Participant 
to the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.

         24. Effective Date. Subject to adoption of the Plan by the Board, the
Plan shall become effective on the First Exercise Date. The Board shall submit
the Plan to the shareholders of the Company for approval within twelve months
after the date the Plan is adopted by the Board. If such shareholder approval is
not obtained, the Plan and all rights of Participants under the Plan shall be
null and void and shall have no effect.

         25. Conditions Upon Issuance of Shares.


                  (a) The Plan, the grant and exercise of options to purchase
shares under the Plan, and the Company's obligation to sell and deliver shares
upon the exercise of options to purchase shares shall be subject to compliance
with all applicable federal, state and foreign laws, rules and regulations and
the requirements of any stock exchange on which the shares may then be listed.

                  (b) The Company may make such provisions as it deems
appropriate for withholding by the Company pursuant to federal or state tax laws
of such amounts as the Company determines it is required to withhold in
connection with the purchase or sale by a Participant of any Common Stock
acquired pursuant to the Plan. The Company may require a Participant to satisfy
any relevant tax requirements before authorizing any issuance of Common Stock to
such Participant.

         26. Expenses of the Plan. All cost and expenses incurred in
administering the Plan shall be paid by the Company, except that any stamp
duties or transfer taxes applicable to participation in the Plan may be charged
to the account of such Participant by the Company.

         27. No Employment Rights. The Plan does not, directly or indirectly,
create any right for the benefit of any employee or class of employees to
purchase any shares under the Plan, or create in any employee or class of
employees any right with respect to continuation of employment by the Company,
and it shall not be deemed to interfere in any way with the Company's right to
terminate, or otherwise modify, an employee's employment at any time.

         28. Applicable Law. The laws of the State of Delaware shall govern all
matter relating to this Plan except to the extent (if any) superseded by the
laws of the United States.


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         29. Additional Restrictions of Rule 16b-3. The terms and conditions of
options granted hereunder to, and the purchase of shares by, persons subject to
Section 16 of the Exchange Act shall comply with the applicable provisions of
Rule 16b-3. This Plan shall be deemed to contain, and such options shall
contain, and the shares issued upon exercise thereof shall be subject to, such
additional conditions and restrictions as may be required by Rule 16b-3 to
qualify for the maximum exemption from Section 16 of the Exchange Act with
respect to Plan transactions.


As amended September 1999


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