1999 Non-Officer Stock Option/Stock Issuance Plan - About.com Inc.



                                 ABOUT.COM, INC.
                1999 NON-OFFICER STOCK OPTION/STOCK ISSUANCE PLAN


                                   ARTICLE ONE

                               GENERAL PROVISIONS


         I.        PURPOSE OF THE PLAN

                   This 1999 Non-Officer Stock Option/Stock Issuance Plan is
intended to promote the interests of About.com, Inc., a Delaware corporation, by
providing eligible persons with the opportunity to acquire a proprietary
interest, or otherwise increase their proprietary interest, in the Corporation
as an incentive for them to remain in the service of the Corporation.

                   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 separate equity
programs:

                             (i)       the Discretionary 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
all equity programs under the Plan and shall govern the interests of all persons
under the Plan.

         III.      ADMINISTRATION OF THE PLAN

                   A.   The Board shall have the authority to administer the
Plan but may delegate such authority to a Committee.

                   B.   The Plan Administrator shall have full power and
authority subject to the provisions of the Plan:

                             (i)       to establish such rules as it may deem
         appropriate for proper administration of the Plan, to make all factual
         determinations, to construe and interpret the provisions of the Plan
         and the awards thereunder and to resolve any and all ambiguities
         thereunder;





                             (ii)      to determine, with respect to awards made
         under the Plan, which eligible persons are to receive such awards, the
         time or times when such awards are to be made, the number of shares to
         be covered by each such award, the vesting schedule (if any) applicable
         to the award and the maximum term for which the option is to remain
         outstanding;

                             (iii)     to amend, modify or cancel any
         outstanding award with the consent of the holder or accelerate the
         vesting of such award; and

                             (iv)      to take such other discretionary actions
         as permitted pursuant to the terms of the applicable program.

              Decisions of each Plan Administrator within the scope of its
administrative functions under the Plan shall be final and binding on all
parties.

                   C.   Members of the Committee shall serve for such period of
time as the Board may determine and may be removed 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 such committee.

                   D.   Service on the Committee shall constitute service as a
Board member, and members of the Committee shall accordingly be entitled to full
indemnification and reimbursement as Board members for their service on the
Committee. No member of the Committee shall be liable for any act or omission
made in good faith with respect to the Plan or any options or stock issuances
under the Plan.

         IV.       ELIGIBILITY

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

                             (i)       Employees (other than officers of the
         Corporation), and

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

         V.        STOCK SUBJECT TO THE PLAN

                   A.   The stock issuable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock, including shares repurchased
by the Corporation on the open market. The maximum number of shares of Common
Stock reserved for issuance over the term of the Plan shall not exceed 400,000
shares.


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                   B.   Shares of Common Stock subject to outstanding options
shall be available for subsequent issuance under the Plan to the extent those
options expire, terminate or are cancelled for any reason prior to exercise in
full. Unvested shares issued under the Plan and subsequently repurchased by the
Corporation, at the original exercise or 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 options
or direct stock issuances under the Plan. However, should the exercise price of
an option under the Plan be paid with shares of Common Stock, then the number of
shares of Common Stock available for issuance under the Plan shall be reduced by
the gross number of shares for which the option is exercised or which vest under
the stock issuance, and not by the net number of shares of Common Stock issued
to the holder of such option or stock issuance.

                   C.   If any change is 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 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 under the Plan.
Such adjustments to the outstanding options are to be effected in a manner which
shall preclude the enlargement or dilution of rights and benefits under such
options. The adjustments determined by the Plan Administrator shall be final,
binding and conclusive.


                                       3




                                   ARTICLE TWO

                       DISCRETIONARY OPTION GRANT PROGRAM

         I.        OPTION TERMS

                   Each option shall be a Non-Statutory Option and 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.

                   A.   EXERCISE PRICE.

                        1.   The exercise price per share shall be fixed by the
Plan Administrator at the time of the option grant.

                        2.   The exercise price shall become immediately due
upon exercise of the option and shall, subject to the provisions of Section II
of Article Four and the documents evidencing the option, be payable:

                             (i)       in cash,

                             (ii)      check made payable to the Corporation

                             (iii)     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

                             (iv)      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 to (a) a Corporation-approved 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) 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.

                   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. However, no option shall have a term in excess
of ten (10) years measured from the option grant date.


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                   C.   CESSATION OF SERVICE.

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

                             (i)       Any option outstanding at the time of the
         Optionee's cessation of Service for any reason shall remain exercisable
         for such period of time thereafter as shall be determined by the Plan
         Administrator and set forth in the documents evidencing the option, but
         no such option shall be exercisable after the expiration of the option
         term.

                             (ii)      Any option exercisable in whole or in
         part by the Optionee at the time of death may be subsequently exercised
         by his or her Beneficiary.

                             (iii)     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
         to the extent the option is not otherwise at that time exercisable for
         vested shares.

                             (iv)      Should the Optionee's Service be
         terminated for Misconduct or should the Optionee engage in Misconduct
         while his or her options are outstanding, then all such options shall
         terminate immediately and cease to be outstanding.

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

                             (i)       to extend the period of time for which
         the option is to remain exercisable following the Optionee's cessation
         of Service to such period of time as the Plan Administrator shall deem
         appropriate, but in no event beyond the expiration of the option term,
         and/or

                             (ii)      to permit the option to be exercised,
         during the applicable post-Service exercise period, for one or more
         additional installments in which the Optionee would have vested 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
a holder of record of the purchased shares.


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                   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.   LIMITED TRANSFERABILITY OF OPTIONS. An Option may, to
the extent permitted by the Plan Administrator, be assigned in whole or in part
during the Optionee's lifetime to one or more members of the Optionee's
immediate family or to a trust established exclusively for Optionee and/or one
or more such family members. 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.

         II.       CHANGE IN CONTROL/HOSTILE TAKE-OVER

                   A.   Each option outstanding at the time of a Change in
Control but not otherwise fully-vested shall automatically accelerate so that
each such option shall, immediately prior to the effective date of the Change in
Control, become 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, an outstanding option shall not so
accelerate if and to the extent: (i) such option is, in connection with the
Change in Control, assumed or otherwise continued in full force and effect by
the successor corporation (or parent thereof) pursuant to the terms of the
Change in Control, (ii) such option is replaced with a cash incentive program of
the successor corporation which preserves the spread existing at the time of the
Change in Control on the shares of Common Stock for which the option is not
otherwise at that time exercisable for vested shares and provides for subsequent
payout in accordance with the same vesting schedule applicable to those 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 Change in Control, except to
the extent: (i) those repurchase rights are assigned to the successor
corporation (or parent thereof) or otherwise continue in full force and effect
pursuant to the terms of the Change in Control or (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 Change in
Control, all outstanding options shall terminate and cease to be outstanding,
except to the extent assumed by the successor corporation (or parent thereof) or
otherwise expressly continued in full force and effect pursuant to the terms of
the Change in Control.


                                       6




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

                   E.   The Plan Administrator may at any time provide that one
or more options will automatically accelerate in connection with a Change in
Control, whether or not those options are assumed or otherwise continued in full
force and effect pursuant to the terms of the Change in Control. Any such option
shall accordingly become exercisable, immediately prior to the effective date of
such Change in Control, 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. In addition, the Plan Administrator may at
any time provide that one or more of the Corporation's repurchase rights shall
not be assignable in connection with such Change in Control and shall terminate
upon the consummation of such Change in Control.

                   F.   The Plan Administrator may at any time provide that one
or more options will automatically accelerate upon an Involuntary Termination of
the Optionee's Service within a designated period (not to exceed eighteen (18)
months) following the effective date of any Change in Control in which those
options do not otherwise accelerate. Any options so accelerated shall remain
exercisable for fully-vested 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 at any time provide that one or more of the Corporation's
repurchase rights shall immediately terminate upon such Involuntary Termination.

                   G.   The Plan Administrator may at any time provide that one
or more options will automatically accelerate in connection with a Hostile
Take-Over. Any such option shall become exercisable, immediately prior to the
effective date of such Hostile Take-Over, 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. In addition, the Plan
Administrator may at any time provide that one or more of the Corporation's
repurchase rights shall terminate automatically upon the consummation of such
Hostile Take-Over. Alternatively, the Plan Administrator may condition such
automatic acceleration and termination upon an Involuntary Termination of the
Optionee's Service within a designated period (not to exceed eighteen (18)
months) following the effective date of such Hostile Take-Over. Each option so
accelerated shall remain exercisable for fully-vested shares until the
expiration or sooner termination of the option term.


                                       7




                                  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 options.
Shares of Common Stock may also be issued under the Stock Issuance Program
pursuant to share right awards which entitle the recipients to receive those
shares upon the attainment of designated performance goals or Service
requirements. Each such award shall be evidenced by one or more documents which
comply with the terms specified below.

                   A.   PURCHASE PRICE.

                        1.   The purchase price per share of Common Stock
subject to direct issuance shall be fixed by the Plan Administrator.

                        2.   Subject to the provisions of Section II 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/ISSUANCE PROVISIONS.

                        1.   The Plan Administrator may issue shares of Common
Stock which are fully and immediately vested upon issuance or which are to vest
in one or more installments over the Participant's period of Service or upon
attainment of specified performance objectives. Alternatively, the Plan
Administrator may issue share right awards which shall entitle the recipient to
receive a specified number of vested shares of Common Stock upon the attainment
of one or more performance goals or Service requirements established by the Plan
Administrator.

                        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 his or her
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 the issued shares of Common Stock, 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, 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 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 cessation of the
Participant's Service or the non-attainment of the performance objectives
applicable to those 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.

                        6.   Outstanding share right awards shall automatically
terminate, and no shares of Common Stock shall actually be issued in
satisfaction of those awards, if the performance goals or Service requirements
established for such awards are not attained. The Plan Administrator, however,
shall have the authority to issue shares of Common Stock in satisfaction of one
or more outstanding share right awards as to which the designated performance
goals or Service requirements are not attained.

         II.       CHANGE IN CONTROL/HOSTILE TAKE-OVER

                   A.   All of the Corporation's outstanding repurchase rights
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
Change in Control, except to the extent (i) those repurchase rights are assigned
to the successor corporation (or parent thereof) or otherwise continue in full
force and effect pursuant to the terms of the Change in Control or (ii) such
accelerated vesting is precluded by other limitations imposed by the Plan
Administrator at the time the repurchase right is issued.


                                       9




                   B.   The Plan Administrator may at any time provide for the
automatic termination of one or more of those outstanding repurchase rights and
the immediate vesting of the shares of Common Stock subject to those terminated
rights upon (i) a Change in Control or Hostile Take-Over or (ii) an Involuntary
Termination of the Participant's Service within a designated period (not to
exceed eighteen (18) months) following the effective date of any Change in
Control or Hostile Take-Over in which those repurchase rights are assigned to
the successor corporation (or parent thereof) or otherwise continue in full
force and effect.

         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.


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                                  ARTICLE FOUR

                                  MISCELLANEOUS

         I.        NO IMPAIRMENT OF AUTHORITY

                   Outstanding awards 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.

         II.       FINANCING

                   The Plan Administrator may permit any Optionee or Participant
to pay the option exercise price under the Discretionary Option Grant Program or
the purchase price of shares issued under the Stock Issuance Program by
delivering a full-recourse, interest bearing promissory note payable in one or
more installments. 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 may 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.

         III.      TAX WITHHOLDING

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

         IV.       EFFECTIVE DATE AND TERM OF THE PLAN

                   The Plan shall terminate upon the EARLIEST of (i) August __,
2009, (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 a Change in Control. Upon such plan
termination, all outstanding options and unvested stock issuances shall
thereafter continue to have force and effect in accordance with the provisions
of the documents evidencing such grants or issuances.

         V.        AMENDMENT OF THE PLAN

                   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 the rights and obligations with
respect to stock options or unvested stock issuances at the time outstanding
under the Plan unless the Optionee or the Participant consents to such amendment
or modification.


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         VI.       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.

         VII.      REGULATORY APPROVALS

                   A.   The implementation of the Plan, the granting of any
stock option under the Plan and the issuance of any shares of Common Stock (i)
upon the exercise of any granted 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 stock
options granted under it and the shares of Common Stock issued pursuant to it.

                   B.   No shares of Common Stock or other assets shall be
issued or delivered under the Plan unless and until there shall have been
compliance with all applicable requirements of Federal and state securities
laws, including the filing and effectiveness of the Form S-8 registration
statement for the shares of Common Stock issuable under the Plan, and all
applicable listing requirements of any stock exchange (or the Nasdaq National
Market, if applicable) on which Common Stock is then listed for trading.

         VIII.     NO EMPLOYMENT/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.


                                       12




                                    APPENDIX

                   The following definitions shall be in effect under the Plan:

                   A.   BENEFICIARY shall mean, in the event the Plan
Administrator implements a beneficiary designation procedure, the person
designated by an Optionee or Participant, pursuant to such procedure, to succeed
to such person's rights under any outstanding awards held by him or her at the
time of death. In the absence of such designation or procedure, the Beneficiary
shall be the personal representative of the estate of the Optionee or
Participant or the person or persons to whom the award is transferred by will or
the laws of descent and distribution.

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

                   D.   CHANGE IN CONTROL shall mean a change in ownership or
control of the Corporation effected through any of the following transactions:

                             (i)       a merger, consolidation or reorganization
         approved by the Corporation's stockholders, UNLESS securities
         representing more than fifty percent (50%) of the total combined voting
         power of the voting securities of the successor corporation are
         immediately thereafter beneficially owned, directly or indirectly and
         in substantially the same proportion, by the persons who beneficially
         owned the Corporation's outstanding voting securities immediately prior
         to such transaction,

                             (ii)      any stockholder-approved transfer or
         other disposition of all or substantially all of the Corporation's
         assets, or

                             (iii)     the acquisition, directly or indirectly
         by any person or related group of persons (other than the Corporation
         or a person that directly or indirectly controls, is controlled by, or
         is under common control with, the Corporation), of beneficial ownership
         (within the meaning of Rule 13d-3 of the 1934 Act) of securities
         possessing more than fifty percent (50%) of the total combined voting
         power of the Corporation's outstanding securities pursuant to a tender
         or exchange offer made directly to the Corporation's stockholders which
         the Board recommend such stockholders to accept.

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

                   F.   COMMITTEE shall mean a committee of one (1) or more
Board members appointed by the Board to administer the Plan with respect to
eligible persons.

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

                   H.   CORPORATION shall mean About.com, Inc., a Delaware
corporation, and its successors.

                   I.   DISCRETIONARY OPTION GRANT PROGRAM shall mean the
discretionary option grant program in effect under the Plan.


                                      A-1




                   J.   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.

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

                   L.   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 on the Nasdaq National Market or
         any successor system. 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 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.

                   M.   HOSTILE TAKE-OVER shall mean:

                             (i)       the acquisition, directly or indirectly,
         by any person or related group of persons (other than the Corporation
         or a person that directly or indirectly controls, is controlled by, or
         is under common control with, the Corporation) of beneficial ownership
         (within the meaning of Rule 13d-3 of the 1934 Act) of securities
         possessing more than fifty percent (50%) of the total combined voting
         power of the Corporation's outstanding securities pursuant to a tender
         or exchange offer made directly to the Corporation's stockholders which
         the Board does not recommend such stockholders to accept, or

                             (ii)      a change in the composition of the Board
         over a period of thirty-six (36) consecutive months or less such that a
         majority of the Board members ceases, by reason of one or more
         contested elections for Board membership, to be comprised of
         individuals who either (A) have been Board members continuously since
         the beginning of such period or (B) have been elected or nominated for
         election as Board members during such period by at least a majority of
         the Board members described in clause (A) who were still in office at
         the time the Board approved such election or nomination.


                                      A-2




                   N.   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 Corporation or
         Parent or Subsidiary employing the individual which materially reduces
         his or her duties and responsibilities, (B) a reduction in his or her
         level of compensation (including base salary, fringe benefits and
         target bonus under any performance based bonus or incentive programs)
         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 by the Corporation without the individual's
         consent. Notwithstanding the foregoing, an individual's resignation
         following (i) a relocation shall not be considered an Involuntary
         Termination if the relocation is part of a general relocation of a
         significant portion of the operations of the Corporation (or Parent or
         Subsidiary employing the individual) or of the department or division
         in which such individual is employed to a location in the United States
         and if expenses reasonably incurred by such individual in connection
         with such relocation expenses are to be reimbursed by the Corporation
         or any successor entity or (ii) a general reduction in the level of
         base salary, target bonuses or fringe benefits payable to all or
         substantially all of the employees of the Corporation (or Parent or
         Subsidiary employing such individual) in connection with a cost
         reduction program shall not constitute an Involuntary Termination.

                   O.   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
intentional wrongdoing by such person, whether by omission or commission, which
adversely affects the business or affairs of the Corporation (or any Parent or
Subsidiary) in a material manner. This shall not limit the grounds for the
dismissal or discharge of any person in the Service of the Corporation (or any
Parent or Subsidiary).

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

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

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

                   T.   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.


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

                   V.   PERMANENT DISABILITYshall 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 expected to
result in death or to be of continuous duration of twelve (12) months or more.

                   W.   PLAN shall mean the Corporation's 1999 Non-Officer Stock
Option/Stock Issuance Plan, as set forth in this document.

                   X.   PLAN ADMINISTRATOR shall mean the particular entity,
whether the Committee or the Board, which is authorized to administer the Plan.

                   Y.   PLAN EFFECTIVE DATE shall mean August __, 1999, the date
on which the Plan was adopted by the Board.

                   Z.   SERVICE shall mean the performance of services for 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.

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

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

                   CC.  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.


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