LEAPFROG ENTERPRISES, INC.

               2002 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

                              ADOPTED JULY 2, 2002
               APPROVED BY STOCKHOLDERS _______________, 2002
                          EFFECTIVE DATE: JULY 2, 2002
                             TERMINATION DATE: NONE

1.    PURPOSES.

         (a) ELIGIBLE OPTION RECIPIENTS. The persons eligible to receive Options
are the Non-Employee Directors of the Company.

         (b) AVAILABLE OPTIONS. The purpose of the Plan is to provide a means by
which Non-Employee Directors may be given an opportunity to benefit from
increases in value of the Class A Common Stock through the granting of
Nonstatutory Stock Options.

         (c) GENERAL PURPOSE. The Company, by means of the Plan, seeks to retain
the services of its Non-Employee Directors, to secure and retain the services of
new Non-Employee Directors and to provide incentives for such persons to exert
maximum efforts for the success of the Company and its Controlled Corporations.

2.    DEFINITIONS.

         (a) "ACCOUNTANT" means the independent public accountants of the
Company.

         (b) "AFFILIATE" means any parent corporation or subsidiary corporation
of the Company, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f), respectively, of the Code.

         (c) "ANNUAL GRANT" means an Option granted annually to a Non-Employee
Director who meets the specified criteria pursuant to subsection 6(b) of the
Plan.

         (d) "ANNUAL MEETING" means the annual meeting of the stockholders of
the Company.

         (e) "BOARD" means the Board of Directors of the Company.

         (f) "CHANGE IN CONTROL" means the occurrence, in a single transaction
or in a series of related transactions, of any one or more of the following
events after the IPO Date:

                  (i) any Exchange Act Person becomes the Owner, directly or
indirectly, of securities of the Company representing more than fifty percent
(50%) of the combined voting power of the Company's then outstanding securities
other than by virtue of a merger, consolidation or similar transaction;


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                  (ii) there is consummated a merger, consolidation or similar
transaction involving (directly or indirectly) the Company and, immediately
after the consummation of such merger, consolidation or similar transaction, the
stockholders of the Company immediately prior thereto do not Own, directly or
indirectly, outstanding voting securities representing more than fifty percent
(50%) of the combined outstanding voting power of the surviving Entity in such
merger, consolidation or similar transaction or more than fifty percent (50%) of
the combined outstanding voting power of the parent of the surviving Entity in
such merger, consolidation or similar transaction;

                  (iii) there is consummated a sale, lease, license or other
disposition of all or substantially all of the consolidated assets of the
Company and its Subsidiaries, other than a sale, lease, license or other
disposition of all or substantially all of the consolidated assets of the
Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the
combined voting power of the voting securities of which are Owned by
stockholders of the Company in substantially the same proportions as their
Ownership of the Company immediately prior to such sale, lease, license or other
disposition; or

Notwithstanding the foregoing or any other provision of this Plan, the
definition of Change in Control (or any analogous term) in an individual written
agreement between the Company or any Controlled Corporation and the Optionholder
shall supersede the foregoing definition with respect to Options subject to such
agreement (it being understood, however, that if no definition of Change in
Control or any analogous term is set forth in such an individual written
agreement, the foregoing definition shall apply).

         (g) "CLASS A COMMON STOCK" means the Class A common stock of the
Company.

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

         (i) "COMPANY" means LeapFrog Enterprises, Inc., a Delaware corporation.

         (j) "CONSULTANT" means any person, including an advisor, (i) engaged by
the Company or a Controlled Corporation to render consulting or advisory
services and who is compensated for such services or (ii) who is a member of the
Board of Directors of a Controlled Corporation. However, the term "Consultant"
shall not include either Directors of the Company who are not compensated by the
Company for their services as Directors or Directors of the Company who are
merely paid a director's fee by the Company for their services as Directors.

         (k) "CONTINUOUS SERVICE" means that the Optionholder's service with the
Company or a Controlled Corporation, whether as an Employee, Director or
Consultant, is not interrupted or terminated. The Optionholder's Continuous
Service shall not be deemed to have terminated merely because of a change in the
capacity in which the Optionholder renders service to the Company or a
Controlled Corporation as an Employee, Consultant or Director or a change in the
entity for which the Optionholder renders such service, provided that there is
no interruption or termination of the Optionholder's Continuous Service. For
example, a change in status from a Non-Employee Director of the Company to a
Consultant of a Controlled Corporation or an Employee of the Company will not
constitute an interruption of Continuous Service. The Board,
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in its sole discretion, may determine whether Continuous Service shall be
considered interrupted in the case of any leave of absence approved by that
party, including sick leave, military leave or any other personal leave.

         (l) "CONTROLLED CORPORATION" means any subsidiary corporation of the
Company, whether now or hereafter existing, as such term is defined in Section
424(f) of the Code.

         (m) "DIRECTOR" means a member of the Board of Directors of the Company.

         (n) "DISABILITY" means the inability of a person, in the opinion of a
qualified physician acceptable to the Company, to perform the major duties of
that person's position with the Company or a Controlled Corporation of the
Company because of the sickness or injury of the person.

         (o) "EFFECTIVE DATE" means the date the Plan is adopted by the Board.

         (p) "EMPLOYEE" means any person employed by the Company or a Controlled
Corporation. Mere service as a Director or payment of a director's fee by the
Company or a Controlled Corporation shall not be sufficient to constitute
"employment" by the Company or a Controlled Corporation.

         (q) "ENTITY" means a corporation, partnership or other entity.

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

         (s) "EXCHANGE ACT PERSON" means any natural person, Entity or "group"
(within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that
"Exchange Act Person" shall not include (A) the Company or any Subsidiary of the
Company, (B) any employee benefit plan of the Company or any Subsidiary of the
Company or any trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any Subsidiary of the Company, (C) an underwriter
temporarily holding securities pursuant to an offering of such securities, or
(D) an Entity Owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their Ownership of stock of the
Company.

         (t) "FAIR MARKET VALUE" means, as of any date, the value of the Class A
Common Stock determined as follows:

                  (i) If the Class A Common Stock is listed on any established
stock exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap
Market, the Fair Market Value of a share of Class A Common Stock shall be the
closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or market (or the exchange or market with
the greatest volume of trading in the Class A Common Stock) on the last market
trading day prior to the day of determination, as reported in The Wall Street
Journal or such other source as the Board deems reliable.
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                  (ii) In the absence of such markets for the Class A Common
Stock, the Fair Market Value shall be determined in good faith by the Board.

         (u) "INITIAL GRANT" means an Option granted to a Non-Employee Director
who meets the specified criteria pursuant to subsection 6(a) of the Plan.

         (v) "IPO DATE" means the date the Company's Class A Common Stock is
first offered to the public under a registration statement declared effective
under the Securities Act.

         (w) "NON-EMPLOYEE DIRECTOR" means a Director who is not an Employee of
the Company or a Controlled Corporation.

         (x) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify
as an incentive stock option within the meaning of Section 422 of the Code and
the regulations promulgated thereunder.

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

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

         (aa) "OPTION AGREEMENT" means a written agreement between the Company
and an Optionholder evidencing the terms and conditions of an individual Option
grant. Each Option Agreement shall be subject to the terms and conditions of the
Plan.

         (bb) "OPTIONHOLDER" means a person to whom an Option is granted
pursuant to the Plan or, if applicable, such other person who holds an
outstanding Option.

         (cc) "OWN," "OWNED," "OWNER," "OWNERSHIP" A person or Entity shall be
deemed to "Own," to have "Owned," to be the "Owner" of, or to have acquired
"Ownership" of securities if such person or Entity, directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise, has
or shares voting power, which includes the power to vote or to direct the
voting, with respect to such securities.

         (dd) "PLAN" means this LeapFrog Enterprises, Inc. 2002 Non-Employee
Directors' Stock Option Plan.

         (ee) "RULE 16B-3" means Rule 16b-3 promulgated under the Exchange Act
or any successor to Rule 16b-3, as in effect from time to time.

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

         (gg) "SUBSIDIARY" means, with respect to the Company, (i) any
corporation of which more than fifty percent (50%) of the outstanding capital
stock having ordinary voting power to elect a majority of the board of directors
of such corporation (irrespective of whether, at the time, stock of any other
class or classes of such corporation shall have or might have voting power by
reason of the happening of any contingency) is at the time, directly or
indirectly, Owned by the
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Company, and (ii) any partnership in which the Company has a direct or indirect
interest (whether in the form of voting or participation in profits or capital
contribution) of more than fifty percent (50%).

3.    ADMINISTRATION.

         (a) ADMINISTRATION BY BOARD. The Board shall administer the Plan. The
Board may not delegate administration of the Plan to a committee.

         (b) POWERS OF BOARD. The Board shall have the power, subject to, and
within the limitations of, the express provisions of the Plan:

                  (i) To determine the provisions of each Option to the extent
not specified in the Plan.

                  (ii) To construe and interpret the Plan and Options granted
under it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Option Agreement, in a
manner and to the extent it shall deem necessary or expedient to make the Plan
fully effective.

                  (iii) To amend the Plan or an Option as provided in Section
12.

                  (iv) Generally, to exercise such powers and to perform such
acts as the Board deems necessary or expedient to promote the best interests of
the Company that are not in conflict with the provisions of the Plan.

         (c) EFFECT OF BOARD'S DECISION. All determinations, interpretations and
constructions made by the Board in good faith shall not be subject to review by
any person and shall be final, binding and conclusive on all persons.

4.    SHARES SUBJECT TO THE PLAN.

                  (a) SHARE RESERVE. Subject to the provisions of Section 11
relating to adjustments upon changes in the Class A Common Stock, the Class A
Common Stock that may be issued pursuant to Options shall not exceed in the
aggregate Seven Hundred Fifty Thousand (750,000) shares of Class A Common Stock.

                  (b) REVERSION OF SHARES TO THE SHARE RESERVE. If any Option
shall for any reason expire or otherwise terminate, in whole or in part, without
having been exercised in full, or if any shares of Class A Common Stock issued
to a Participant pursuant to an Option are forfeited back to or repurchased by
the Company because of or in connection with the failure to meet a contingency
or condition required to vest such shares in the Participant, the shares of
Class A Common Stock not acquired, forfeited or repurchased under such Stock
Award shall revert to and again become available for issuance under the Plan.
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         (c) SOURCE OF SHARES. The shares of Class A Common Stock subject to the
Plan may be unissued shares or reacquired shares, bought on the market or
otherwise. If the aggregate number of shares of Class A Common Stock issuable
pursuant to Section 6(a), (b) or (c) would exceed the number of shares remaining
in the share reserve under Section 4(a) at such time of grant, then, in the
absence of any Board action otherwise, a pro rata allocation of the shares of
Class A Common Stock available shall be made in as nearly a uniform manner as
shall be practicable and equitable.

5.    ELIGIBILITY.

      The Options as set forth in Section 6 automatically shall be granted under
the Plan to all Non-Employee Directors.

6.    NON-DISCRETIONARY GRANTS.

         (a) INITIAL GRANTS. Without any further action of the Board, (i) each
person who is or becomes a Non-Employee Director as of the Effective Date, and
(ii) each person who, after the Effective Date, is elected or appointed for the
first time to be a Non-Employee Director automatically shall, upon the Effective
Date or the date of his or her initial election or appointment to be a
Non-Employee Director, as applicable, be granted an Initial Grant to purchase
Twenty-Five Thousand (25,000) shares of Class A Common Stock on the terms and
conditions set forth herein.

         (b) ANNUAL GRANTS. Without any further action of the Board, on each
July 1, commencing on July 1, 2003, each person who is then a Non-Employee
Director, automatically shall be granted an Annual Grant to purchase Ten
Thousand (10,000) shares of Class A Common Stock on the terms and conditions set
forth herein, provided, however, that the number of shares subject to an Annual
Grant for a particular Non-Employee Director shall be reduced, on a pro rata
basis, for each month such person did not serve as a Non-Employee Director
during the twelve-month period from the prior Annual Grant Date (or from July 1,
2002 with respect to the first Annual Grant hereunder) until the current Annual
Grant Date.

7.    OPTION PROVISIONS.

      Each Option shall be in such form and shall contain such terms and
conditions as required by the Plan. Each Option shall contain such additional
terms and conditions, not inconsistent with the Plan, as the Board shall deem
appropriate. Each Option shall include (through incorporation of provisions
hereof by reference in the Option or otherwise) the substance of each of the
following provisions:

         (a) TERM. No Option shall be exercisable after the expiration of ten
(10) years from the date it was granted.

         (b) EXERCISE PRICE. The exercise price of each Option shall be one
hundred percent (100%) of the Fair Market Value of the stock subject to the
Option on the date the Option is granted. Notwithstanding the foregoing, an
Option may be granted with an exercise price lower
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than that set forth in the preceding sentence if such Option is granted pursuant
to an assumption or substitution for another option in a manner satisfying the
provisions of Section 424(a) of the Code.

         (c) CONSIDERATION. The purchase price of stock acquired pursuant to an
Option may be paid, to the extent permitted by applicable statutes and
regulations, in any combination of (i) cash or check, (ii) delivery to the
Company of other Class A Common Stock or (iii) pursuant to a program developed
under Regulation T as promulgated by the Federal Reserve Board that, prior to
the issuance of Class A Common Stock, results in either the receipt of cash (or
check) by the Company or the receipt of irrevocable instructions to pay the
aggregate exercise price to the Company from the sales proceeds. The purchase
price of Class A Common Stock acquired pursuant to an Option that is paid by
delivery to the Company of other Class A Common Stock acquired, directly or
indirectly from the Company, shall be paid only by shares of the Class A Common
Stock of the Company that have been held for more than six (6) months (or such
longer or shorter period of time required to avoid a charge to earnings for
financial accounting purposes).

         (d) TRANSFERABILITY. An Option is transferable by will or by the laws
of descent and distribution. An Option also may be transferable upon written
consent of the Company if, at the time of transfer, a Form S-8 registration
statement under the Securities Act is available for the exercise of the Option
and the subsequent resale of the underlying securities. In addition,
Optionholder may, by delivering written notice to the Company, in a form
satisfactory to the Company, designate a third party who, in the event of the
death of the Optionholder, shall thereafter be entitled to exercise the Option.

         (e) VESTING. Options shall vest as follows:

                  (i) Initial Grants: 1/36th of the shares of Class A Common
Stock covered by an Initial Grant shall vest monthly over thirty-six (36)
months.

                  (ii) Annual Grants: 1/36th of the shares of Class A Common
Stock covered by an Annual Grant shall vest monthly over thirty-six (36) months.

         (f) EARLY EXERCISE. The Option may, but need not, include a provision
whereby the Optionholder may elect at any time before the Optionholder's
Continuous Service terminates to exercise the Option as to any part or all of
the shares of Class A Common Stock subject to the Option prior to the full
vesting of the Option. Any unvested shares of Class A Common Stock so purchased
may be subject to a repurchase option in favor of the Company or to any other
restriction the Board determines to be appropriate.

         (g) TERMINATION OF CONTINUOUS SERVICE. In the event an Optionholder's
Continuous Service terminates (other than upon the Optionholder's death or
Disability), the Optionholder may exercise his or her Option (to the extent that
the Optionholder was entitled to exercise it as of the date of termination) but
only within such period of time ending on the earlier of (i) the date three (3)
months following the termination of the Optionholder's Continuous Service, or
(ii) the expiration of the term of the Option as set forth in the Option
Agreement. If, after
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termination, the Optionholder does not exercise his or her Option within the
time specified in the Option Agreement, the Option shall terminate.

         (h) EXTENSION OF TERMINATION DATE. If the exercise of the Option
following the termination of the Optionholder's Continuous Service (other than
upon the Optionholder's death or Disability) would be prohibited at any time
solely because the issuance of shares would violate the registration
requirements under the Securities Act, then the Option shall terminate on the
earlier of (i) the expiration of the term of the Option set forth in subsection
7(a) or (ii) the expiration of a period of three (3) months after the
termination of the Optionholder's Continuous Service during which the exercise
of the Option would not be in violation of such registration requirements.

         (i) DISABILITY OF OPTIONHOLDER. In the event an Optionholder's
Continuous Service terminates as a result of the Optionholder's Disability, the
Optionholder may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise it as of the date of termination), but only within such
period of time ending on the earlier of (i) the date six (6) months following
such termination or (ii) the expiration of the term of the Option as set forth
in the Option Agreement. If, after termination, the Optionholder does not
exercise his or her Option within the time specified herein, the Option shall
terminate.

         (j) DEATH OF OPTIONHOLDER. In the event (i) an Optionholder's
Continuous Service terminates as a result of the Optionholder's death or (ii)
the Optionholder dies within the three-month period after the termination of the
Optionholder's Continuous Service for a reason other than death, then the Option
may be exercised (to the extent the Optionholder was entitled to exercise the
Option as of the date of death) by the Optionholder's estate, by a person who
acquired the right to exercise the Option by bequest or inheritance or by a
person designated to exercise the Option upon the Optionholder's death, but only
within the period ending on the earlier of (1) the date six (6) months following
the date of death or (2) the expiration of the term of such Option as set forth
in the Option Agreement. If, after death, the Option is not exercised within the
time specified herein, the Option shall terminate.

8.    COVENANTS OF THE COMPANY.

         (a) AVAILABILITY OF SHARES. During the terms of the Options, the
Company shall keep available at all times the number of shares of Class A Common
Stock required to satisfy such Options.

         (b) SECURITIES LAW COMPLIANCE. The Company shall seek to obtain from
each regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to grant Options and to issue and sell shares of
Class A Common Stock upon exercise of the Options; provided, however, that this
undertaking shall not require the Company to register under the Securities Act
the Plan, any Option or any stock issued or issuable pursuant to any such
Option. If, after reasonable efforts, the Company is unable to obtain from any
such regulatory commission or agency the authority which counsel for the Company
deems necessary for the lawful issuance and sale of stock under the Plan, the
Company shall be relieved from any
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liability for failure to issue and sell stock upon exercise of such Options
unless and until such authority is obtained.

9.    USE OF PROCEEDS FROM STOCK.

      Proceeds from the sale of stock pursuant to Options shall constitute
general funds of the Company.

10.   MISCELLANEOUS.

         (a) STOCKHOLDER RIGHTS. No Optionholder shall be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares
subject to such Option unless and until such Optionholder has satisfied all
requirements for exercise of the Option pursuant to its terms.

         (b) NO SERVICE RIGHTS. Nothing in the Plan or any instrument executed
or Option granted pursuant thereto shall confer upon any Optionholder any right
to continue to serve the Company as a Non-Employee Director or shall affect the
right of the Company or an Affiliate to terminate (i) the employment of an
Employee with or without notice and with or without cause, (ii) the service of a
Consultant pursuant to the terms of such Consultant's agreement with the Company
or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the
Company or an Affiliate, and any applicable provisions of the corporate law of
the state in which the Company or the Affiliate is incorporated, as the case may
be.

         (c) INVESTMENT ASSURANCES. The Company may require an Optionholder, as
a condition of exercising or acquiring stock under any Option, (i) to give
written assurances satisfactory to the Company as to the Optionholder's
knowledge and experience in financial and business matters and/or to employ a
purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Option; and (ii) to give
written assurances satisfactory to the Company stating that the Optionholder is
acquiring the stock subject to the Option for the Optionholder's own account and
not with any present intention of selling or otherwise distributing the stock.
The foregoing requirements, and any assurances given pursuant to such
requirements, shall be inoperative if (1) the issuance of the shares upon the
exercise or acquisition of stock under the Option has been registered under a
then currently effective registration statement under the Securities Act or (2)
as to any particular requirement, a determination is made by counsel for the
Company that such requirement need not be met in the circumstances under the
then applicable securities laws. The Company may, upon advice of counsel to the
Company, place legends on stock certificates issued under the Plan as such
counsel deems necessary or appropriate in order to comply with applicable
securities laws, including, but not limited to, legends restricting the transfer
of the stock.

         (d) WITHHOLDING OBLIGATIONS. The Optionholder may satisfy any federal,
state or local tax withholding obligation relating to the exercise or
acquisition of stock under an Option by any of the following means (in addition
to the Company's right to withhold from any
<PAGE>
compensation paid to the Optionholder by the Company) or by a combination of
such means: (i) tendering a cash payment; (ii) authorizing the Company to
withhold shares from the shares of the Class A Common Stock otherwise issuable
to the Optionholder as a result of the exercise or acquisition of stock under
the Option, provided, however, that no shares of Class A Common Stock are
withheld with a value exceeding the minimum amount of tax required to be
withheld by law; or (iii) delivering to the Company owned and unencumbered
shares of the Class A Common Stock.

         (e) LOCK-UP PERIOD. Upon exercise of any Option, an Optionholder may
not sell, dispose of, transfer, make any short sale of, grant any option for the
purchase of, or enter into any hedging or similar transaction with the same
economic effect as a sale, any shares of Class A Common Stock or other
securities of the Company held by the Optionholder, for a period of time
specified by the managing underwriter(s) (not to exceed one hundred eighty (180)
days) following the effective date of a registration statement of the Company
filed under the Securities Act, other than a Form S-8 registration statement,
(the "Lock Up Period"); provided, however, that nothing contained in this
section shall prevent the exercise of a repurchase option, if any, in favor of
the Company during the Lock Up Period. An Optionholder may be required to
execute and deliver such other agreements as may be reasonably requested by the
Company and/or the underwriter(s) that are consistent with the foregoing or that
are necessary to give further effect thereto. In order to enforce the foregoing,
the Company may impose stop-transfer instructions with respect to such shares of
Class A Common Stock until the end of such period. The underwriters of the
Company's stock are intended third party beneficiaries of this Section 10(e) and
shall have the right, power and authority to enforce the provisions hereof as
though they were a party hereto.

11.   ADJUSTMENTS UPON CHANGES IN CLASS A COMMON STOCK.

         (a) CAPITALIZATION ADJUSTMENTS. If any change is made in the stock
subject to the Plan, or subject to any Option, without the receipt of
consideration by the Company (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or other transaction not involving the
receipt of consideration by the Company), the Plan will be appropriately
adjusted in the nature, class(es) and maximum number of securities subject both
to the Plan pursuant to Section 4 and to the nondiscretionary Options specified
in Section 6, and the outstanding Options will be appropriately adjusted in the
nature, class(es) and number of securities and price per share of stock subject
to such outstanding Options. The Board shall make such adjustments, and its
determination shall be final, binding and conclusive. (The conversion of any
convertible securities of the Company shall not be treated as a transaction
"without receipt of consideration" by the Company.)

         (b) DISSOLUTION OR LIQUIDATION. In the event of a dissolution or
liquidation of the Company, then all outstanding Options shall terminate
immediately prior to such event.

         (c) CHANGE IN CONTROL. If a Change in Control occurs and as of, or
within twelve (12) months after, the effective time of such Change in Control,
an Optionholder's Continuous
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Service terminates, then his or her options will accelerate and become fully
vested and immediately exercisable, unless the termination was a result of the
Optionholder's resignation (other than any resignation contemplated by the terms
of the Change in Control or required by the Company or the acquiring entity
pursuant to the Change in Control).

         (d) PARACHUTE PAYMENTS. In the event that the acceleration of the
vesting and exercisability of the Options provided for in subsection 11(c) and
benefits otherwise payable to a Optionholder ("Payment") would (i) constitute a
"parachute payment" within the meaning of Section 280G of the Code, and (ii) but
for this sentence, be subject to the excise tax imposed by Section 4999 of the
Code (the "Excise Tax"), then such Payment shall be equal to the Reduced Amount.
The "Reduced Amount" shall be either (x) the largest portion of the Payment that
would result in no portion of the Payment being subject to the Excise Tax or (y)
the largest portion, up to and including the total, of the Payment, whichever
amount, after taking into account all applicable federal, state and local
employment taxes, income taxes, and the Excise Tax (all computed at the highest
applicable marginal rate), results in the Optionholder's receipt, on an
after-tax basis, of the greater amount of the Payment notwithstanding that all
or some portion of the Payment may be subject to the Excise Tax. If a reduction
in payments or benefits constituting "parachute payments" is necessary so that
the Payment equals the Reduced Amount, reduction shall occur in the following
order unless the Optionholder elects in writing a different order (provided,
however, that such election shall be subject to Company approval if made on or
after the effective date of the event that triggers the Payment): reduction of
cash payments; cancellation of accelerated vesting of Options; reduction of
employee benefits. In the event that acceleration of vesting of Option
compensation is to be reduced, such acceleration of vesting shall be cancelled
in the reverse order of the date of grant of the Optionholder's Options (i.e.,
earliest granted Option cancelled last) unless the Optionholder elects in
writing a different order for cancellation.

      The accounting firm engaged by the Company for general audit purposes as
of the day prior to the effective date of the Change in Control shall perform
the foregoing calculations. If the accounting firm so engaged by the Company is
serving as accountant or auditor for the individual, entity or group effecting
the Change in Control, the Company shall appoint a nationally recognized
accounting firm to make the determinations required hereunder. The Company shall
bear all expenses with respect to the determinations by such accounting firm
required to be made hereunder.

      The accounting firm engaged to make the determinations hereunder shall
provide its calculations, together with detailed supporting documentation, to
the Optionholder and the Company within fifteen (15) calendar days after the
date on which the Optionholder's right to a Payment is triggered (if requested
at that time by the Optionholder or the Company) or such other time as requested
by the Optionholder or the Company. If the accounting firm determines that no
Excise Tax is payable with respect to a Payment, either before or after the
application of the Reduced Amount, it shall furnish the Optionholder and the
Company with an opinion reasonably acceptable to the Optionholder that no Excise
Tax will be imposed with respect to such Payment. Any good faith determinations
of the accounting firm made hereunder shall be final, binding and conclusive
upon the Optionholder and the Company.
<PAGE>
12.   AMENDMENT OF THE PLAN AND OPTIONS.

         (a) AMENDMENT OF PLAN. The Board at any time, and from time to time,
may amend the Plan. However, except as provided in Section 11 relating to
adjustments upon changes in Class A Common Stock, no amendment shall be
effective unless approved by the stockholders of the Company to the extent
stockholder approval is necessary to satisfy the requirements of Rule 16b-3 or
any Nasdaq or securities exchange listing requirements.

         (b) STOCKHOLDER APPROVAL. The Board may, in its sole discretion, submit
any other amendment to the Plan for stockholder approval.

         (c) NO IMPAIRMENT OF RIGHTS. Rights under any Option granted before
amendment of the Plan shall not be impaired by any amendment of the Plan unless
(i) the Company requests the consent of the Optionholder and (ii) the
Optionholder consents in writing.

         (d) AMENDMENT OF OPTIONS. The Board at any time, and from time to time,
may amend the terms of any one or more Options; provided, however, that the
rights under any Option shall not be impaired by any such amendment unless (i)
the Company requests the consent of the Optionholder and (ii) the Optionholder
consents in writing.

13.   TERMINATION OR SUSPENSION OF THE PLAN.

         (a) PLAN TERM. The Board may suspend or terminate the Plan at any time.
No Options may be granted under the Plan while the Plan is suspended or after it
is terminated.

         (b) NO IMPAIRMENT OF RIGHTS. Suspension or termination of the Plan
shall not impair rights and obligations under any Option granted while the Plan
is in effect except with the written consent of the Optionholder.

14.   EFFECTIVE DATE OF PLAN.

      The Plan shall become effective on the date the Plan is adopted by the
Board, but no Option shall be exercised unless and until the Plan has been
approved by the stockholders of the Company, which approval shall be within
twelve (12) months before or after the date the Plan is adopted by the Board.

15.   CHOICE OF LAW.

      All questions concerning the construction, validity and interpretation of
this Plan shall be governed by the law of the State of Delaware, without regard
to such state's conflict of laws rules.


Source: OneCLE Business Contracts.