2000 Stock Option Plan - AsiaInfo Holdings Inc.


                             ASIAINFO HOLDINGS, INC.

                             2000 STOCK OPTION PLAN

AsiaInfo Holdings, Inc. , a Delaware corporation, wishes to attract key
employees, directors and consultants to the Company and its Subsidiaries and
induce key employees, directors and consultants to remain with the Company and
its Subsidiaries, and encourage them to increase their efforts to make the
Company's business more successful whether directly or through its Subsidiaries.
In furtherance thereof, the Asialnfo Holdings, Inc. 2000 Stock Option Plan is
designed to provide equity-based incentives to key employees, directors and
consultants of the Company and its Subsidiaries.

1.    DEFINITIONS.

      Whenever used herein, the following terms shall have the meanings set
      forth below:

      "AWARD AGREEMENT" means a written agreement in a form approved by the
      Committee to be entered into by the Company and the Optionee of an option,
      as provided in Section 4.

      "BOARD" means the Board of Directors of the Company.

      "CAUSE" means, unless otherwise provided in the Optionee's Award
      Agreement, (i) engaging in (A) willful or gross misconduct or (B) willful
      or gross neglect, (ii) repeatedly failing to adhere to the directions of
      superiors or the Board or the written policies and practices of the
      Company or its Subsidiaries or its affiliates, (iii) the commission of a
      felony or a crime of moral turpitude, or any crime involving the Company
      or its Subsidiaries, or any affiliate thereof, (iv) fraud,
      misappropriation or embezzlement, (v) a material breach of the Optionee's
      employment agreement (if any) with the Company or its Subsidiaries or its
      affiliates, or (vi) any illegal act detrimental to the Company or its
      Subsidiaries or its affiliates.

      "CHANGE IN CONTROL" shall mean the happening of any of the following:

1.1   any "person," including a "group" (as such terms are used in Sections 13
      (d) and 14 (d) of the Exchange Act, but excluding the Company, any entity
      controlling, controlled by or under common control with the Company, any
      employee benefit plan of the Company or any such entity, and, with respect
      to any particular Optionee, the Optionee and any "group" (as such term is
      used in Section 13(d)(3) of the Exchange Act) of which the Optionee is a
      member), is or becomes the "beneficial owner" (as defined in Rule 13(d)(3)
      under the Exchange Act), directly or indirectly, of securities of the
      Company representing 25% or more of either (A) the combined voting power
      of the Company's then outstanding securities or (B) the then outstanding
      Shares (in either such case other than as a result of an acquisition of
      securities directly from the Company); or

1.2   any consolidation or merger of the Company where the stockholders of the
      Company, immediately prior to the consolidation or merger, would not,
      immediately after the consolidation or merger, beneficially own (as such
      term is defined in Rule 13d-3 under the Exchange Act), directly or
      indirectly, shares representing in the aggregate 50% or more of the
      combined voting power of the securities of the corporation issuing cash or
      securities in the consolidation or merger (or of its ultimate parent
      corporation, if any); or

1.3   there shall occur (A) any sale, lease, exchange or other transfer (in one
      transaction or a series of transactions contemplated or arranged by any
      party as a single plan) of all or substantially all of the assets of the
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      Company, other than a sale or disposition by the Company of all or
      substantially all of the Company's assets to an entity, at least 50% of
      the combined voting power of the voting securities of which are owned by
      Persons in substantially the same proportion as their ownership of the
      Company immediately prior to such sale or (B) the approval by stockholders
      of the Company of any plan or proposal for the liquidation or dissolution
      of the Company; or

1.4   the members of the Board at the beginning of any consecutive 24
      calendar-month period (the "Incumbent Directors") cease for any reason
      other than due to death to constitute at least a majority of the members
      of the Board; provided that any director whose election, or nomination for
      election by the Company's stockholders, was approved by a vote of at least
      a majority of the members of the Board then still in office who were
      members of the Board at the beginning of such 24-calendar-month period,
      shall be deemed to be an Incumbent Director.

      "CODE" means the Internal Revenue Code of 1986, as amended.

      "COMMITTEE" means the Stock Option Committee of the Board, or such other
      committee of the Board designated by the Board to administer the Plan.

      "COMMON STOCK" means the Company's Common Stock, par value $.01, either
      currently existing or authorized hereafter.

      "COMPANY" means AsiaInfo Holdings, Inc., a Delaware corporation.

      "DISABILITY" means the occurrence of an event which would entitle an
      employee of the Company to the payment of disability income under one of
      the Company's approved long-term disability income plans, or as such term
      is defined under Section 22 (e) of the Code.

      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

      "FAIR MARKET VALUE" per Share as of a particular date means (i) if Shares
      are then listed on a national stock exchange, the closing sales price per
      Share on the exchange for the last preceding date on which there was a
      sale of Shares on such exchange, as determined by the Committee, (ii) if
      Shares are not then listed on a national stock exchange but are then
      traded on an over-the-counter market, the average of the closing bid and
      asked prices for the Shares in such over-the-counter market for the last
      preceding date on which there was a sale of such Shares in such market, as
      determined by the Committee, or (iii) if Shares are not then listed on a
      national stock exchange or traded on an over-the-counter market, such
      value as may be determined by the Committee in its discretion or as may be
      determined in accordance with such methodologies, procedures or other
      rules (which may provide, without limitation, that determinations of Fair
      Market Value shall be made by an independent third party) as may be
      established by the Committee in its discretion; provided that, where the
      Shares are so listed or traded, the Committee may make discretionary
      determinations, or implement such methodologies, procedures or other
      rules, where the Shares have not been traded for 10 trading days.

      "INCENTIVE STOCK OPTION" means an "incentive stock option" within the
      meaning of Section 422 (b) of the Code.

      "NON-QUALIFIED STOCK OPTION" means an option which is not an incentive
      Stock Option.

      "OPTION" means the right to purchase, at a price and for the term fixed by
      the Committee in accordance with the Plan, and subject to such other
      limitations and restrictions in the Plan and the applicable Award
      Agreement, a number of Shares determined by the Committee.
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      "OPTIONEE" means an employee or director of, or key consultant to, the
      Company to whom an Option is granted, or the Successors of the Optionee,
      as the context so requires.

      "OPTION PRICE" means the exercise price per Share.

      "PLAN" means this AsiaInfo Holdings, Inc. 2000 Stock option Plan, as set
      forth herein and as the same may from time to time be amended.

      "RETIREMENT" means, unless otherwise provided by the Committee in the
      Optionee's Award Agreement, the termination (other than for Cause) of
      employment (or other termination of service, in the case of key
      consultants or directors) of an Optionee on or after the Optionee's
      attainment of age 65 or on or after the Optionee's attainment of age 55
      with five consecutive years of service with the Company and or its
      Subsidiaries or its affiliates.

      "SECURITIES ACT" means the Securities Act of 1933, as amended.

      "SHARES" means shares of Common Stock of the Company.

      "SUBSIDIARY" means any corporation (other than the Company) that is a
      "subsidiary corporation" with respect to the Company under Section 424 (f)
      of the Code. In the event the Company becomes a subsidiary of another
      company, the provisions hereof applicable to subsidiaries shall, unless
      otherwise determined by the Committee, also be applicable to any company
      that is a "parent corporation" with respect to the Company under Section
      424 (e) of the Code.

      "Successor of the Optionee" means the legal representative of the estate
      of a deceased Optionee or the person or persons who shall acquire the
      right to exercise an option by bequest or inheritance or by reason of the
      death of the Optionee.

2.    EFFECTIVE DATE AND TERMINATION OF PLAN.

      The effective date of the Plan is expected to be October 18, 2000. The
      Plan shall not become effective unless and until it is approved by the
      stockholders of the Company. The Plan shall terminate on, and no option
      shall be granted hereunder on or after, the 10-year anniversary of the
      earlier of the approval of the Plan by (i) the Board or (ii) the
      stockholders of the Company; provided, however, that the Board may at any
      time prior to that date terminate the Plan.

3.    ADMINISTRATION OF PLAN.

      The Plan shall be administered by the Committee appointed by the Board.
      The Committee shall consist of at least two individuals, each of whom
      shall be a "nonemployee director" as defined in Rule 16b-3 as promulgated
      by the Securities and Exchange Commission ("Rule 16b-3") under the
      Exchange Act and shall, at such times as the Company is subject to Section
      162 (m) of the Code (to the extent relief from the limitation of Section
      162 (m) of the Code is sought with respect to Options), qualify as
      "outside directors" for purposes of Section 162 (m) of the Code. The acts
      of a majority of the members present at any meeting of the Committee at
      which a quorum is present, or acts approved in writing by a majority of
      the entire Committee, shall be the acts of the Committee for purposes of
      the Plan. If and to the extent applicable, no member of the Committee may
      act as to matters under the Plan specifically relating to such member. If
      no Committee is designated by the Board to act for these purposes, the
      Board shall have the rights and responsibilities of the Committee
      hereunder and under the Award Agreements.

4.    ELIGIBILITY AND GRANT OF OPTIONS; COMMITTEE AUTHORITY.

      Subject to the provisions of the Plan, the Committee shall, in its
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      discretion as reflected by the terms of the Award Agreements: (i)
      authorize the granting of Options to key employees, directors and key
      consultants of the Company and its Subsidiaries; (ii) determine and
      designate from time to time those key employees, directors and key
      consultants of the Company and its Subsidiaries to whom Options are to
      be granted and the number of Shares to be optioned to each employee,
      director and key consultant; (iii) determine whether to grant Options
      intended to be Incentive Stock Options, or to grant Non-Qualified Stock
      Options, or both (to the extent that any Option does not qualify as an
      Incentive Stock Option, it shall constitute a separate Non-Qualified
      Stock Option); provided that Incentive Stock Options may only be
      granted to employees; (iv) determine the time or times when and the
      manner and condition in which each Option shall be exercisable and the
      duration of the exercise period; and (v) determine or impose other
      conditions to the grant or exercise of Options under the Plan as it may
      deem appropriate. In determining the eligibility of an employee,
      director or key consultant to receive an Option, as well as in
      determining the number of Shares to be optioned to any employee,
      director and key consultant, the Committee may consider the position
      and responsibilities of the employee, director or key consultant, the
      nature and value to the Company of the employee's, director's or key
      consultant's services and accomplishments whether directly or through
      its Subsidiaries, the employee's, director's or key consultant's
      present and potential contribution to the success of the Company
      whether directly or through its Subsidiaries and such other factors as
      the Committee may deem relevant. The Award Agreement shall contain such
      other terms, provisions and conditions not inconsistent herewith as
      shall be determined by the Committee. The Optionee shall take whatever
      additional actions and execute whatever additional documents the
      Committee may in its reasonable judgment deem necessary or advisable in
      order to carry out or effect one or more of the obligations or
      restrictions imposed on the Optionee pursuant to the express provisions
      of the Plan and the Award Agreement. The Committee shall designate each
      option as one intended to be an Incentive Stock Option or as a
      Non-Qualified Stock Option.

5.    NUMBER OF SHARES SUBJECT TO OPTIONS.

      Subject to adjustments pursuant to Section 18, Options with respect to an
      aggregate of no more than 4,000,000 Shares may be granted under the Plan
      in any calendar year. Notwithstanding the foregoing provisions of this
      Section 5, Shares as to which an Option is granted under the Plan that
      remains unexercised at the expiration, forfeiture or other termination of
      such Option may be the subject of the grant of further Options. Subject to
      adjustments pursuant to Section 18, in no event may any Optionee receive
      in the aggregate Options for more than 1,000,000 Shares of Common Stock in
      any calendar year. Shares of Common Stock issued hereunder may consist, in
      whole or in part, of authorized and unissued shares or treasury shares.
      The certificates for Shares issued hereunder may include any legend which
      the Committee deems appropriate to reflect any restrictions on transfer
      hereunder or under the Award Agreement, or as the Committee may otherwise
      deem appropriate.

      The aggregate Fair Market Value, determined as of the date an Option is
      granted, of the Common Stock for which any Optionee may be awarded
      Incentive Stock options which are first exercisable by the Optionee during
      any calendar year under the Plan (or any other stock option plan required
      to be taken into account under Section 422 (d) of the Code) shall not
      exceed $100,000.

6.    OPTION PRICE.

      The Option Price shall be determined by the Committee on the date the
      Option is granted and reflected in the Award Agreement, as the same may be
      amended from time to time. Any particular Award Agreement may provide for
      different exercise prices for specified amounts of Shares subject to the
      Option. The Option Price with respect to each Incentive Stock Option shall
      not be less than 100 (or 110, in the case of an individual described in
      Section 
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      422(b)(6) of the Code (relating to certain 10% owners)) of the Fair Market
      Value of a Share on the day the Option is granted.

7.    PERIOD OF OPTION AND VESTING.

7.1   Unless earlier expired, forfeited or otherwise terminated, each Option
      shall expire in its entirety upon the 10th anniversary of the date of
      grant or shall have such other term as is set forth in the applicable
      Award Agreement (except that, in the case of an individual described in
      Section 422(b)(6) of the Code (relating to certain 10% owners) who is
      granted an incentive Stock Option, the term of such Option shall be no
      more than five years from the date of grant). The Option shall also
      expire, be forfeited and terminate at such times and in such circumstances
      as otherwise provided hereunder or under the Award Agreement.

7.2   Each Option, to the extent that there has been no termination of the
      Optionee's employment (or other service, if applicable) and the Option has
      not otherwise lapsed, expired, terminated or been forfeited, shall first
      become exercisable according to the terms and conditions set forth in the
      Award Agreement, as determined by the Committee at the time of grant.
      Unless otherwise provided in the Award Agreement or herein, no option (or
      portion thereof) shall ever be exercisable if the Optionee's employment or
      other service with the Company and its Subsidiaries has terminated before
      the time at which such option would otherwise have become exercisable, and
      any Option that would otherwise become exercisable after such termination
      shall not become exercisable and shall be forfeited upon such termination.
      Notwithstanding the foregoing provisions of this Section 7(b), Options
      exercisable pursuant to the schedule set forth by the Committee at the
      time of grant may be fully or more rapidly exercisable or otherwise vested
      at any time in the discretion of the Committee. Upon and after the death
      of an Optionee, such Optionee's Options, if and to the extent otherwise
      exercisable hereunder or under the applicable Award Agreement after the
      Optionee's death, may be exercised by the Successors of the Optionee.

8.    EXERCISABILITY UPON AND AFTER TERMINATION OF OPTIONEE.

8.1   Unless otherwise provided in the Award Agreement, if the Optionee's
      employment (or other service, if applicable) with the Company and its
      Subsidiaries is terminated other than by termination by the Company for
      Cause, or termination by reason of death, Retirement or Disability, no
      exercise of an Option may occur after the expiration of the three-month
      period to follow the termination, or if earlier, the expiration of the
      term of the Option as provided under Section 7; provided that, if the
      Optionee should die after termination of employment (or other service, if
      applicable), such termination being for a reason other than Disability or
      Retirement, but while the option is still in effect, the option (if and to
      the extent otherwise exercisable by the Optionee at the time of death) may
      be exercised until the earlier of (i) one year from the date of
      termination of employment (or other service, if applicable) of the
      Optionee, or (ii) the date on which the term of the option expires in
      accordance with Section 7.

8.2   Unless otherwise provided in the Award Agreement, if the Optionee's
      employment with the Company and its Subsidiaries terminates due to the
      death, Retirement or Disability of the Optionee, the option may be
      exercised until the earlier of (i) one-year from the date of termination
      of employment (or other service, if applicable) of the Optionee, or (ii)
      the date on which the term of the Option expires in accordance with
      Section 7.

8.3   Notwithstanding any other provision hereof, unless otherwise provided in
      the Award Agreement, if the Optionee's employment is terminated by the
      Company and its Subsidiaries for Cause, the Optionee's Options, to the
      extent then unexercised, shall thereupon cease to be exercisable and shall
      be forfeited forthwith.
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8.4   Except as may otherwise be expressly set forth in this Section B, and
      except as may otherwise be expressly provided under the Award Agreement,
      no provision of this Section 8 is intended to or shall permit the exercise
      of the Option to the extent the Option was not exercisable upon cessation
      of employment or other service.

9.    EXERCISE OF OPTIONS.

9.1   Subject to vesting, restrictions on exercisability and other restrictions
      provided for hereunder or otherwise imposed in accordance herewith, an
      Option may be exercised, and payment in full of the aggregate Option Price
      made, by an Optionee only by written notice (in the form prescribed by the
      Committee) to the Company specifying the number of Shares to be purchased.

9.2   Without limiting the scope of the Committee's discretion hereunder, the
      Committee may impose such other restrictions on the exercise of Incentive
      Stock Options (whether or not in the nature of the foregoing restrictions)
      as it may deem necessary or appropriate.

9.3   If Shares acquired upon exercise of an Incentive Stock Option are disposed
      of in a disqualifying disposition within the meaning of Section 422 of the
      Code by an Optionee prior to the expiration of either two years from the
      date of grant of such Option or one year from the transfer of Shares to
      the Optionee pursuant to the exercise of such option, or in any other
      disqualifying disposition within the meaning of Section 422 of the Code,
      such Optionee shall notify the Company in writing as soon as practicable
      thereafter of the date and terms of such disposition and, if the Company
      (or any affiliate thereof) thereupon has a tax-withholding obligation,
      shall pay to the Company (or such affiliate) an amount equal to any
      withholding tax the Company (or affiliate) is required to pay as a result
      of the disqualifying disposition.

10.   PAYMENT.

10.1  The aggregate Option Price shall be paid in full upon the exercise of the
      Option. Payment must be made by one of the following methods:

      (i)   a certified or bank cashier's check;

      (ii)  the proceeds of a Company loan program or third-party sale program
            or a notice acceptable to the Committee given as consideration under
            such a program, in each case if permitted by the Committee in its
            discretion, if such a program has been established and the Optionee
            is eligible to participate therein;

      (iii) if approved by the Committee in its discretion, Shares of previously
            owned Common Stock having an aggregate Fair Market Value on the date
            of exercise equal to the aggregate Option Price;

      (iv)  if approved by the Committee in its discretion, through the written
            election of the Optionee to have Shares withheld by the Company from
            the Shares otherwise to be received, with such withheld Shares
            having an aggregate Fair Market Value on the date of exercise equal
            to the aggregate Option Price; or

      by any combination of such methods of payment or any other method
      acceptable to the Committee in its discretion.

10.2  The Committee, in its discretion, may also permit the Optionee to elect to
      exercise an Option by receiving a combination of Shares and cash, or, in
      the discretion of the Committee, either Shares or solely in cash, with an
      aggregate Fair Market Value (or, to the extent of payment in cash, in an
      amount) equal to the excess of the Fair Market Value of the Shares with
      respect to which the Option is being exercised over the aggregate Option
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      Price, as determined as of the day the option is exercised.

10.3  Except in the case of Options exercised by certified or bank cashier's
      check, the Committee may impose limitations and prohibitions on the
      exercise of options as it deems appropriate, including, without
      limitation, any limitation or prohibition designed to avoid accounting
      consequences which may result from the use of Common Stock as payment upon
      exercise of an Option.

10.4  The Committee may provide that no option may be exercised with respect to
      any fractional Share. Any fractional Shares resulting from an Optionee's
      exercise that is accepted by the Company shall in the discretion of the
      Committee be paid in cash.

11.   TAX WITHHOLDING.

      The Committee may, in its discretion, require the Optionee to pay to the
      Company at the time of exercise of any Option the amount that the
      Committee deems necessary to satisfy the Company's obligation to withhold
      federal, state or local income or other taxes incurred by reason of the
      exercise. Upon exercise of the Option, the Optionee may, if approved by
      the Committee in its discretion, make a written election to have Shares
      then issued withheld by the Company from the Shares otherwise to be
      received, or to deliver previously owned Shares, in order to satisfy the
      liability for such withholding taxes. In the event that the Optionee
      makes, and the Committee permits, such an election, the number of Shares
      so withheld or delivered shall have an aggregate Fair Market Value on the
      date of exercise sufficient to satisfy the applicable withholding taxes.
      Where the exercise of an Option does not give rise to an obligation by the
      Company to withhold federal, state or local income or other taxes on the
      date of exercise, but may give rise to such an obligation in the future,
      the Committee may, in its discretion, make such arrangements and impose
      such requirements as it deems necessary or appropriate. Notwithstanding
      anything contained in the Plan or the Award Agreement to the contrary, the
      Optionee's satisfaction of any tax-withholding requirements imposed by the
      Committee shall be a condition precedent to the Company's obligation as
      may otherwise be provided hereunder to provide Shares to the Optionee, and
      the failure of the Optionee to satisfy such requirements with respect to
      the exercise of an option shall cause such Option to be forfeited.

12.   EXERCISE BY SUCCESSORS.

      An Option may be exercised, and payment in full of the aggregate Option
      Price made, by the Successors of the Optionee only by written notice (in
      the form prescribed by the Committee) to the Company specifying the number
      of Shares to be purchased. Such notice shall state that the aggregate
      Option Price will be paid in full, or that the Option will be exercised as
      otherwise provided hereunder, in the discretion of the Company or the
      Committee, if and as applicable.

13.   NONTRANSFERABILITY OF OPTION.

      Each Option granted under the Plan shall be nontransferable by the
      Optionee except by will or the laws of descent and distribution of the
      state wherein the Optionee is domiciled at the time of his death;
      provided, however, that the Committee may (but need not) permit other
      transfers, where the Committee concludes that such transferability (i)
      does not result in accelerated income taxation, (ii) does not cause any
      option intended to be an Incentive Stock option to fail to be described in
      Section 422 (b) of the Code, and (iii) is otherwise appropriate and
      desirable.

14.   RIGHT OF FIRST REFUSAL; RIGHT OF REPURCHASE.

      At the time of grant, the Committee may provide in connection with any
      grant made under the Plan that Shares received in connection with options
      shall be 
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      subject to a right of first refusal pursuant to which the Company shall be
      entitled to purchase such Shares in the event of a prospective sale of the
      Shares, subject to such terms and conditions as the Committee may specify
      at the time of grant or (if permitted by the Award Agreement) thereafter,
      and to a right of repurchase, pursuant to which the Company shall be
      entitled to purchase such Shares at a price determined by, or under a
      formula set by, the Committee at the time of grant or (if permitted by the
      Award Agreement) thereafter, subject to such other terms and conditions as
      the Committee may specify at the time of grant.

15.   REGULATIONS AND APPROVALS.

15.1  The obligation of the Company to sell Shares with respect to Options
      granted under the Plan shall be subject to all applicable laws, rules and
      regulations, including all applicable federal and state securities laws,
      and the obtaining of all such approvals by governmental agencies as may be
      deemed necessary or appropriate by the Committee.

15.2  The Committee may make such changes to the Plan as may be necessary or
      appropriate to comply with the rules and regulations of any government
      authority or to obtain tax benefits applicable to stock options.

15.3  Each option is subject to the requirement that, if at any time the
      Committee determines, in its discretion, that the listing, registration or
      qualification of Shares issuable pursuant to the Plan is required by any
      securities exchange or under any state or federal law, or the consent or
      approval of any governmental regulatory body is necessary or desirable as
      a condition of, or in connection with, the grant of an Option or the
      issuance of Shares, no Options shall be granted or payment made or Shares
      issued, in whole or in part, unless listing, registration, qualification,
      consent or approval has been effected or obtained free of any conditions
      in a manner acceptable to the Committee.

15.4  In the event that the disposition of stock acquired pursuant to the Plan
      is not covered by a then current registration statement under the
      Securities Act, and is not otherwise exempt from such registration, such
      Shares shall be restricted against transfer to the extent required under
      the Securities Act, and the Committee may require any individual receiving
      Shares pursuant to the Plan, as a condition precedent to receipt of such
      Shares, to represent to the Company in writing that the Shares acquired by
      such individual are acquired for investment only and not with a view to
      distribution and that such Shares will be disposed of only if registered
      for sale under the Securities Act or if there is an available exemption
      for such disposition.

16.   ADMINISTRATIVE RULES; INTERPRETATION.

      The Committee may make such rules and regulations and establish such
      procedures for the administration of the Plan as it deems appropriate.
      Without limiting the generality of the foregoing, the Committee may (i)
      determine (A) the conditions under which an Optionee will be considered to
      have retired or become disabled and (B) whether any Optionee has done so;
      (ii) establish or assist in the establishment of a program (which need not
      be administered in a nondiscriminatory or uniform manner) under which the
      Company or a third party may make bona-fide loans on arm's-length terms to
      any or all Optionees to assist such Optionees with the satisfaction of any
      or all of the obligations that such Optionees may have hereunder or under
      which third-party sales may be made for such purpose (including, without
      limitation, a loan program under which the Company or a third party would
      advance the aggregate Option Price to the Optionee and be repaid with
      Option stock or the proceeds thereof and a sale program under which funds
      to pay for option stock are delivered by a third party upon the third
      party's receipt from the Company of stock certificates); (iii) determine
      the extent, if any, to which Options or Shares shall be forfeited (whether
      or not such forfeiture is expressly contemplated hereunder); (iv)
      interpret the Plan and 
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      the Award Agreements hereunder, with such interpretations to be conclusive
      and binding on all persons and otherwise accorded the maximum deference
      permitted by law, provided that the Committee's interpretation shall not
      be entitled to deference on and after a Change in Control except to the
      extent that such interpretations are made exclusively by members of the
      Committee who are individuals who served as Committee members before the
      Change in Control, and (v) take any other actions and make any other
      determinations or decisions that it deems necessary or appropriate in
      connection with the Plan or the administration or interpretation thereof.
      In the event of any dispute or disagreement as to the interpretation of
      the Plan or of any rule, regulation or procedure, or as to any question,
      right or obligation arising from or related to the Plan, the decision of
      the Committee shall be final and binding upon all persons. Unless
      otherwise expressly provided hereunder, the Committee, with respect to any
      Option, except as provided in clause (iv) of the foregoing sentence, may
      exercise its discretion hereunder at the time of the award or thereafter.

17.   AMENDMENTS.

      The Board may amend the Plan as it shall deem advisable, except that no
      amendment may adversely affect an Optionee with respect to Options
      previously granted unless such amendments are in connection with
      compliance with applicable laws; provided that the Board may not make any
      amendment in the Plan that would, if such amendment were not approved by
      the holders of the Common Stock, cause the Plan to fail to comply with any
      requirement of applicable law or regulation, unless and until the approval
      of the holders of such Common Stock is obtained. Without limiting the
      generality of the foregoing, the Committee may (subject to such
      considerations as may arise under Section 16 of the Exchange Act, or under
      other corporate, securities or tax laws) take any steps it deems
      appropriate, that are not inconsistent with the purposes and intent of the
      Plan, to take into account the provisions of Section 162 (m) of the Code.

18.   CHANGES IN CAPITAL STRUCTURE.

      If (i) the Company shall at any time be involved in a merger,
      consolidation, dissolution, liquidation, reorganization, exchange of
      shares, sale of all or substantially all of the assets or stock of the
      Company or a transaction similar thereto, (ii) any stock dividend, stock
      split, reverse stock split, stock combination, reclassification,
      recapitalization or other similar change in the capital structure of the
      Company, or any distribution to holders of Common Stock other than cash
      dividends, shall occur or (iii) any other event shall occur which in the
      judgment of the Committee necessitates action by way of adjusting the
      terms of the outstanding Options, then the Committee shall forthwith take
      any such action as in its judgment shall be necessary to preserve to the
      Optionees rights substantially proportionate to the rights existing prior
      to such event, and to maintain the continuing availability of Shares under
      Section 5 (if Shares are otherwise then available) in a manner consistent
      with the intent hereof, including, without limitation, adjustments in (x)
      the number and kind of shares or other property subject to Options, (y)
      the Option Price, and (z) the number and kind of shares available under
      Section 5. To the extent that such action shall include an increase or
      decrease in the number of Shares (or units of other property then
      available) subject to outstanding Options, the number of Shares (or units)
      available under Section 5 shall be increased or decreased, as the case may
      be, proportionately, as may be provided by Committee in its discretion.

      If a Change in Control shall occur, then the Committee as constituted
      immediately before the Change in Control may make such adjustments as it,
      in its discretion, determines are necessary or appropriate in light of the
      Change in Control (including, without limitation, the substitution of
      stock other than stock of the Company as the stock optioned hereunder, and
      the acceleration of the exercisability of the Options), provided that the
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      Committee determines that such adjustments do not have a substantial
      adverse economic impact on the Optionee as determined at the time of the
      adjustments; provided that this provision shall not be effective to the
      extent that the Company or the Committee determines that the accelerated
      exercisability of the Options upon the occurrence of a Change in Control
      as contemplated hereby would adversely affect the ability of the Company
      or acquiror (in the case of a Change in Control in connection with which
      the Company is not the surviving corporation) to use the pooling method of
      accounting in connection with a Change in Control transaction, if such
      method of accounting would otherwise be available and desired by the
      Company or acquiror.

      The judgment of the Committee with respect to any matter referred to in
      this Section 18 shall be conclusive and binding upon each Optionee without
      the need for any amendment to the Plan.

19.   NOTICES.

      All notices under the Plan shall be in writing, and if to the Company,
      shall be delivered to the Board or mailed to its principal office,
      addressed to the attention of the Board; and if to the Optionee, shall be
      delivered personally, sent by facsimile transmission or mailed to the
      Optionee at the address appearing in the records of the Company. Such
      addresses may be changed at any time by written notice to the other party
      given in accordance with this Section 19.

20.   RIGHTS AS STOCKHOLDER.

      Neither the Optionee nor any person entitled to exercise the Optionee's
      rights in the event of death shall have any rights of a stockholder with
      respect to the Shares subject to an Option, except to the extent that a
      certificate for such Shares shall have been issued upon the exercise of
      the Option as provided for herein.

21.   RIGHTS TO EMPLOYMENT.

      Nothing in the Plan or in any option granted pursuant to the Plan shall
      confer on any individual any right to continue in the employ or other
      service of the Company or its Subsidiaries or interfere in any way with
      the right of the Company or its Subsidiaries and its stockholders to
      terminate the individual's employment or other service at any time.

22.   SUBSTITUTE OPTIONS.

      Options may be granted under the Plan from time to time in substitution
      for options held by employees of a corporation who become or are about to
      become employees of the Company or its Subsidiaries as the result of a
      merger or consolidation of the employing entity with the Company or the
      acquisition by the Company of stock of the employing entity. The terms and
      conditions set forth in this Plan to such extent as the Board as the time
      of grant may deem appropriate to conform, in whole or in part, to the
      provisions of the options in substitution for which they are granted, and,
      if applicable pursuant to Section 424 of the Code.

23.   INVESTMENT INTENT.

      The Company may require that there be presented to and filed with it by
      any Optionee under the Plan, such evidence as it may deem necessary to
      establish that the Options granted or the Shares to be purchased or
      transferred are being acquired for investment and not with a view to their
      distribution.

24.   EXCULPATION AND INDEMNIFICATION.

      The Company shall indemnify and hold harmless the members of the Board and
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      the members of the Committee from and against any and all liabilities,
      costs and expenses incurred by such persons as a result of any act or
      omission to act in connection with the performance of such person's
      duties, responsibilities and obligations under the Plan, if such person
      acts in good faith and in a manner that he or she reasonably believes to
      be in, or not opposed to, the best interests of the Company, to the
      maximum extent permitted by law.

25.   CAPTIONS.

      The use of captions in this Plan is for convenience. The captions are not
      intended to and do not provide substantive rights.

26.   SEVERABILITY.

      The invalidity or unenforceability of any provision of the Plan shall not
      affect the validity or enforceability of any other provision of the Plan,
      which shall remain in full force and effect.

27.   GOVERNING LAW.

      THE PLAN SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT
      REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.