S-8

As filed with the Securities and Exchange Commission on December 15, 2006

Registration No. 333-_____

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

AKAMAI TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	04-3432319
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)
8 Cambridge Center
Cambridge, MA	02142
(Address of principal executive offices)	(Zip code)

Nine Systems Corporation (formerly known as Streaming Media Corporation) 2002 Stock Option Plan
(Full title of the Plan)

Melanie Haratunian, Esq.
Vice President and General Counsel
Akamai Technologies, Inc.
8 Cambridge Center
Cambridge, Massachusetts 02142
(Name and address of agent for service)

617-444-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Susan W. Murley, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Telephone: 617-526-6000

CALCULATION OF REGISTRATION FEE

		Proposed			Proposed
		Maximum			Maximum
Title of Securities to be	Amount to be	Offering Price			Aggregate Offering
Registered	Registered(1)	Per Share			Price			Amount of Registration Fee
Common Stock, $0.01 par value per share (including associated preferred stock purchase rights)	421,762 shares	$	4.88	(2)	$	2,058,198.50	(2)	$	220.23

(1)

In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) of the Securities Act of 1933, as amended. The price per share and aggregate offering price are calculated on the basis of $4.88, the weighted average exercise price of the shares subject to outstanding stock option grants under the Nine Systems (formerly known as Streaming Media Corporation) 2002 Stock Option Plan, at prices ranging from $1.93 to $15.37 per share.

TABLE OF CONTENTS

PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
	Item 1. Plan Information
	Item 2. Registrant Information and Employee Plan Annual Information
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption from Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
INDEX TO EXHIBITS
Ex-5 Opinion of Wilmer Cutler Pickering Hale & Dorr
Ex-23.2 Consent of PricewaterhouseCoopers LLP
Ex-99.1 Nine Systems Corporation (formerly known as Streaming Media Corporation) 2002 Stock Option Plan

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1. Plan Information.

     The information required by Item 1 is included in documents sent or given to participants in the plan covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”).

     Item 2. Registrant Information and Employee Plan Annual Information.

     The written statement required by Item 2 is included in documents sent or given to participants in the plan covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference.

     We are subject to the informational and reporting requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith file reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). The following documents, which are on file with the Commission, are incorporated in this registration statement by reference:

     (a) Our latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act that contains audited financial statements for our latest fiscal year for which such statements have been filed.

     (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (a) above.

     (c) The description of the securities contained in our registration statements on Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

     Item 4. Description of Securities.

     Not applicable.

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     Item 5. Interests of Named Experts and Counsel.

     Not applicable.

     Item 6. Indemnification of Directors and Officers.

     Article SEVENTH of our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) provides that no director of our company shall be personally liable for any monetary damages for any breach of fiduciary duty as a director, except to the extent that the Delaware General Corporation Law prohibits the elimination or limitation of liability of directors for breach of fiduciary duty.

     Article EIGHTH of our Certificate of Incorporation provides that a director or officer of our company (a) shall be indemnified by us against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement incurred in connection with any litigation or other legal proceeding (other than an action by or in the right of our company) brought against him by virtue of his position as a director or officer of our company if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of our company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful and (b) shall be indemnified by our company against all expenses (including attorneys’ fees) and amounts paid in settlement incurred in connection with any action by or in the right of our company brought against him by virtue of his position as a director or officer of our company if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of our company, except that no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances, he is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that a director or officer has been successful, on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, he is required to be indemnified by us against all expenses (including attorneys’ fees) incurred in connection therewith. Expenses shall be advanced to a director or officer at his request, provided that he undertakes to repay the amount advanced if it is ultimately determined that he is not entitled to indemnification for such expenses.

     Indemnification is required to be made unless we determine that the applicable standard of conduct required for indemnification has not been met. In the event of a determination by us that the director or officer did not meet the applicable standard of conduct required for indemnification, or if we fail to make an indemnification payment within 60 days after such payment is claimed by such person, such person is permitted to petition the court to make an independent determination as to whether such person is entitled to indemnification. As a condition precedent to the right of indemnification, the director or officer must give us notice of the action for which indemnity is sought and we have the right to participate in such action or assume the defense thereof.

     Article Eighth of our Certificate of Incorporation further provides that the indemnification provided therein is not exclusive, and provides that in the event that the Delaware General Corporation Law is amended to expand the indemnification permitted to directors or officers we must indemnify those persons to the fullest extent permitted by such law as so amended.

     Section 145 of the Delaware General Corporation Law, as amended, provides that a corporation may indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceeding to which he is or is threatened to be made a party by reason of such position, if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal proceeding, if such person had no reasonable cause to believe his conduct was unlawful; provided that, in the case of actions brought

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by or in the right of the corporation, no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances.

     We maintain a general liability insurance policy which covers certain liabilities of directors and officers of our company arising out of claims based on acts or omissions in their capacities as directors or officers.

     Item 7. Exemption from Registration Claimed.

Not applicable.

     Item 8. Exhibits.

The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

     Item 9. Undertakings.

1. Item 512(a) of Regulation S-K. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by us pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

2. Item 512(b) of Regulation S-K. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of our annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. Item 512(h) of Regulation S-K. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to

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the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cambridge, Massachusetts 02142, on this 15^th day of December 2006.

AKAMAI TECHNOLOGIES, INC.
By:	/s/ Melanie Haratunian
	Melanie Haratunian
	Vice President and General Counsel

POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Akamai Technologies, Inc., hereby severally constitute and appoint Paul Sagan, J. Donald Sherman and Melanie Haratunian, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Akamai Technologies, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Paul Sagan Paul Sagan	President, Chief Executive Officer and Director (Principal executive officer)	December 15, 2006
/s/ J. Donald Sherman J. Donald Sherman	Chief Financial Officer (Principal financial and accounting officer)	December 15, 2006
/s/ George H. Conrades George H. Conrades	Director	December 15, 2006
/s/ Martin M. Coyne II Martin M. Coyne II	Director	December 15, 2006
/s/ Ronald L. Graham Ronald L. Graham	Director	December 15, 2006
/s/ William A. Halter William A. Halter	Director	December 15, 2006

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Signature	Title	Date
/s/ Peter J. Kight Peter J. Kight	Director	December 15, 2006
/s/ F. Thomson Leighton F. Thomson Leighton	Director	December 15, 2006
/s/ Geoffrey A. Moore Geoffrey A. Moore	Director	December 15, 2006
/s/ Frederic V. Salerno Frederic V. Salerno	Director	December 15, 2006
/s/ Naomi O. Seligman Naomi O. Seligman	Director	December 15, 2006

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INDEX TO EXHIBITS

*4.1	Amended and Restated Certificate of Incorporation of the Registrant
**4.2	Amended and Restated By-Laws of the Registrant
***4.3	Certificate of Designations of Series A Junior Participating Preferred Stock of the Registrant
****4.4	Rights Agreement, dated September 10, 2002, by and between the Registrant and Equiserve Trust Company, N.A., as Rights Agent.
*****4.5	Amendment No. 1, dated as of January 29, 2004, to the Rights Agreement, dated as of September 10, 2002, between the Registrant and EquiServe Trust Company, N.A., as Rights Agent.
5	Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
23.1	Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5)
23.2	Consent of PricewaterhouseCoopers LLP
24	Power of attorney (included on the signature pages of this registration statement)
99.1	Nine Systems Corporation (formerly known as Streaming Media Corporation) 2002 Stock Option Plan

*	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 14, 2000.
**	Incorporated by reference to the Registrant’s Form S-1 (File No. 333-85679), as amended, filed with the Securities and Exchange Commission on August 21, 1999.
***	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 14, 2002.
****	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Commission on September 11, 2002.
*****	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Commission on February 2, 2004.

EX-5

                                                               [WILMERHALE LOGO]

                                                                     EXHIBIT 5.1

December 15, 2006

Akamai Technologies, Inc.
8 Cambridge Center
Cambridge, MA 02142

Re: Nine Systems Corporation (formerly known as Streaming Media Corporation)
2002 Stock Option Plan

Ladies and Gentlemen:

      We have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to an aggregate of 421,762 shares of common stock,
$0.01 par value per share (the "Shares"), of Akamai Technologies, Inc., a
Delaware corporation (the "Company"), issuable under the Nine Systems
Corporation (formerly known as Streaming Media Corporation) 2002 Stock Option
Plan (the "Plan").

      We have examined the Certificate of Incorporation and By-Laws of the
Company, each as amended and restated to date, and originals, or copies
certified to our satisfaction, of all pertinent records of the meetings of the
directors and stockholders of the Company, the Registration Statement and such
other documents relating to the Company as we have deemed material for the
purposes of this opinion.

      In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified, photostatic or other copies, the authenticity of the originals
of any such documents and the legal competence of all signatories to such
documents.

      We assume that the appropriate action will be taken, prior to the offer
and sale of the Shares in accordance with the Plan, to register and qualify the
Shares for sale under all applicable state securities or "blue sky" laws.

      We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of The Commonwealth of Massachusetts, the General
Corporation Law of the State of Delaware and the federal laws of the United
States of America.

      WILMER CUTLER PICKERING HALE AND DORR LLP, 60 STATE STREET, BOSTON,
                              MASSACHUSETTS 02109
    Baltimore Beijing Berlin Boston Brussels London Munich New York Northern
                  Virginia Oxford Palo Alto Waltham Washington



                                                               [WILMERHALE LOGO]

December 15, 2006
Page 2

      It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.

      Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.

      Based on the foregoing, we are of the opinion that the Shares have been
duly authorized for issuance and, when the Shares are issued and paid for in
accordance with the terms and conditions of the Plan, the Shares will be validly
issued, fully paid and nonassessable.

      We hereby consent to the filing of this opinion with the Commission in
connection with the Registration Statement in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.

Very truly yours,

WILMER CUTLER PICKERING
HALE AND DORR LLP

By: /s/ Hal J. Leibowitz
    --------------------------
    Hal J. Leibowitz, Partner

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 16, 2006 relating to the financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, of Akamai Technologies, Inc., which appears in Akamai Technologies, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
December 15, 2006

EX-99.1

                                                                    EXHIBIT 99.1

                           STREAMING MEDIA CORPORATION
                             2002 STOCK OPTION PLAN

     Section 1. PURPOSE OF THE PLAN. The purpose of the 2002 Stock Option Plan
(the "Plan") is to aid Streaming Media Corporation (the "Corporation") and its
subsidiaries in securing and retaining directors, consultants, officers and
other employees of outstanding ability and to motivate such employees to exert
their best efforts on behalf of the Corporation and its subsidiaries. In
addition, the Corporation expects that it will benefit from the added interest
which the respective optionees and participants will have in the welfare of the
Corporation as a result of their ownership or increased ownership of the common
stock, par value $.01 per share, of the Corporation (the "Stock").

     Section 2. ADMINISTRATION. (a) The Board of Directors of the Corporation
(the "Board") shall designate a committee of not less that two (2) Directors
(the "Committee") who shall serve at the pleasure of the Board. The Board shall
fill any vacancies on the Committee and may remove any member of the Committee
at any time with or without cause. The Committee shall select its chairman and
hold its meetings at such times and places as it may determine. A majority of
the whole Committee present at a meeting at which a quorum is present, or an act
approved in writing by all members of the Committee, shall be an act of the
Committee. The Committee shall have full power and authority, subject to such
resolutions not inconsistent with the provisions of the Plan as may from time to
time be issued or adopted by the Board, to grant to Eligible Persons (as defined
herein) pursuant to the provisions of the Plan: (i) stock options to purchase
shares, (ii) stock appreciation rights, (iii) restricted stock, (iv) deferred
stock, or (v) other Stock-based awards permitted hereunder (each of the
foregoing being an "AWARD" and collectively, the "AWARDS"). The Committee shall
also interpret the provisions of the Plan and any AWARD issued under the Plan
(and any agreements relating thereto) and supervise the administration of the
Plan.

          (b) The Committee shall: (i) select the Eligible Persons (as defined
in Section 4) to whom AWARDS may from time to time be granted hereunder; (ii)
determine whether incentive stock options (under Section 422 of the Internal
Revenue Code of 1986, as the same may be amended from time to time, hereinafter
referred to as the "Code"), nonqualified stock options, stock appreciation
rights, restricted stock, deferred stock, or other Stock-based awards, or a
combination of the foregoing, are to be granted hereunder; (iii) determine the
number of shares to be covered by each AWARD granted hereunder; (iv) determine
the terms and conditions, not inconsistent with the provisions of the Plan, of
any AWARD granted hereunder (including but not limited to any restriction and
forfeiture condition on such AWARD and/or the shares of Stock relating thereto);
(v) determine whether, to what extent and under what circumstances AWARDS may be
settled in cash; (vi) determine whether, to what extent, and under what
circumstances Stock and other amounts payable with respect to an AWARD under
this Plan shall be deferred either automatically or at the election of the
participant; and (vii) determine whether, to what extent, and under what



circumstances option grants and/or other AWARDS under the Plan are to be made,
and operate, on a tandem basis.

          (c) All decisions made by the Committee pursuant to the provisions of
the Plan and related orders or resolutions of the Board (as and to the extent
permitted hereunder) shall be final, conclusive and binding on all persons,
including the Corporation, its shareholders, employees and Plan participants.

          (d) No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any AWARD
thereunder.

     Section 3. STOCK SUBJECT TO THE PLAN. Except as otherwise provided by this
Section 3, the total number of shares of Stock available for distribution under
the Plan is 1,350,000. The total number of shares of Stock with respect to which
AWARDS may be granted to any participant in any year is 600,000 shares. Such
shares may consist, in whole or in part, of authorized and unissued shares or
treasury shares, except that treasury shares must be used in the case of
restricted stock. If any shares that have been optioned cease to be subject to
option because the option has expired or has been deemed to have expired or has
been surrendered pursuant to the Plan, or if any shares of restricted stock are
forfeited or such AWARD otherwise terminates without the actual or deemed
delivery of such shares, such shares shall again be subject to an AWARD under
the Plan.

          In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, extraordinary cash dividend, or other change
in corporate structure affecting the Stock, such adjustment shall be made in the
aggregate number of shares which may be delivered under the Plan, in the number
and/or option price of shares subject to outstanding options granted under the
Plan, and/or in the number of shares subject to restricted stock, deferred
stock, or other Stock-based awards granted under the Plan as may be determined
to be appropriate by the Committee, in its sole discretion; provided that the
number of shares subject to any AWARDS shall always be a whole number; and
provided further that, with respect to incentive stock options, no such
adjustment shall be authorized to the extent that such adjustment would
constitute a modification as defined in Section 424(h)(3) of the Code or cause
the Plan to violate Section 422(b)(1) of the Code or any successor provision
thereto. Such adjusted option price shall also be used to determine the amount
payable by the Corporation upon the exercise of any stock appreciation right
associated with any option. In addition, subject to the limitations provided in
Section 11, the Committee is authorized to make adjustments in the terms and
conditions of, and performance criteria relating to, AWARDS in recognition of
unusual or nonrecurring events (including, without limitation, events described
in this paragraph) affecting the Corporation or the financial statements of the
Corporation, or in response to changes in applicable laws, regulations or
accounting principles.

     Section 4. ELIGIBILITY. Directors, consultants, officers and other
employees of the Corporation and its subsidiaries who are responsible for the
management, growth, profitability and protection of the business of the
Corporation and its subsidiaries are eligible to be granted AWARDS under the
Plan (each an "Eligible Person" and collectively "Eligible Persons"). The
participants under the Plan shall be selected from time to time by the
Committee, in its sole discretion, from among those eligible, and the Committee
shall determine, in its sole discretion, the number of shares


                                        2



covered by each stock option, the number of stock appreciation rights (if any)
granted to each optionee, and the number of shares (if any) subject to
restricted stock, deferred stock or other Stock-based awards granted to each
participant.

          For purposes of the Plan, a subsidiary of the Corporation shall be any
corporation which at the time qualifies as a subsidiary thereof under the
definition of "subsidiary corporation" in Section 424(f) of the Code.

     Section 5. STOCK OPTIONS. Any stock option granted under the Plan shall be
in such form as the Committee may from time to time approve. Any such option
shall be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the provisions of the
Plan, as the Committee shall deem desirable.

          (a) OPTION PRICE. The purchase price per share of the Stock
purchasable under a stock option shall be determined by the Committee, but, in
the case of incentive stock options, will be not less than 100% of the fair
market value of the Stock on the date of the grant of the option, as determined
in accordance with procedures established by the Committee. Notwithstanding the
foregoing, the purchase price per share of the Stock purchasable under any
incentive stock option granted to any person who is the beneficial owner of more
than 10% of the total combined voting power of all classes of the Corporation's
issued and outstanding Stock (a "10% owner") shall not be less than 110% of the
fair market value of the Stock on the date of the grant of the option, as
determined in accordance with procedures established by the Committee.

          (b) OPTION PERIOD. The term of each stock option shall be fixed by the
Committee, but no incentive stock option shall be exercisable after the
expiration of 10 years from the date of the option is granted. Notwithstanding
the foregoing, no incentive stock option granted to a 10% owner shall be
exercisable after the expiration of five years from the date the option is
granted.

          (d) EXERCISABILITY. (1) Stock options shall be exercisable at such
time or times as determined by the Committee at or subsequent to the grant.
Unless otherwise determined by the Committee at grant, stock options shall be
exercisable in full upon granting of the option, except as provided in
paragraphs (f), (g) or (h) of this Section 5; provided, however, that,
notwithstanding the foregoing, from and after a Change of Control (as
hereinafter defined) all stock options shall become immediately exercisable to
the full extent of the AWARD.

               (2) Solely for Federal income tax purposes, to the extent that
the aggregate fair market value of Stock with respect to which incentive stock
options are exercisable for the first time by a participant during any calendar
year exceeds $100,000.00 (determined as of the date of grant), such options
shall be treated as options which are not incentive stock options. For purposes
of this rule, options shall be taken into account in the order in which they
were granted.

               (3) As used herein, "Change of Control" shall mean any of the
following events:


                                        3



               (A) An acquisition (other than directly from the Corporation) of
     any voting securities of the Corporation (the "Voting Securities") by any
     "Person" (as the term "person" is used for purposes of Section 13(d) or
     14(d) of the Exchange Act) immediately after which such Person has
     "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under
     the Securities Exchange Act of 1938 as amended (the "Exchange Act")) of 15%
     or more of the combined voting power of the Corporation's then outstanding
     Voting Securities; provided, however, that in determining whether a Change
     of Control has occurred, voting securities which are acquired in a
     "Non-Control Acquisition" (as hereinafter defined) shall not constitute an
     acquisition which would cause a Change of Control.

                    A "Non-Control Acquisition" shall mean an acquisition by (i)
     an employee benefit plan (or a trust forming a part thereof) maintained by
     (x) the Corporation or (y) any corporation or other Person of which a
     majority of its voting power or its equity securities or equity interest is
     owned directly or indirectly by the Corporation (a "Subsidiary"), (ii) the
     Corporation or any Subsidiary, or (iii) any Person in connection with a
     Non-Control Transaction (as defined below);

               (B) The individuals who, as of the Effective Date of the Plan
     (pursuant to Section 16 below) are members of the Board (the "Incumbent
     Board"), cease for any reason to constitute at least 66 2/3% of the Board;
     provided however, that if the election, or nomination for election by the
     Corporation's stockholders, of any new director was approved by a vote of
     at least 66 2/3% of the Incumbent Board, such new director shall be
     considered as a member of the Incumbent Board; provided further, however,
     that no individual shall be considered a member of the Incumbent Board if
     such individual initially assumed office as a result of either an actual or
     threatened "Election Contest" (as described in Rule 14a-11 promulgated
     under the Exchange Act) or other actual or threatened solicitation of
     proxies or consents by or on behalf of a Person other than the Board (a
     "Proxy Contest") including by reason of any agreement intended to avoid or
     settle any Election Contest or Proxy Contest; or

               (C) Approval of the Corporation's shareholders of: (1) a merger,
     consolidation or reorganization involving the Corporation, unless (i) the
     stockholders of the Corporation, immediately before such merger,
     consolidation or reorganization, own, directly or indirectly immediately
     following such merger, consolidation or reorganization, at least 66 2/3% of
     the combined voting power of the outstanding Voting Securities of the
     Corporation resulting from such merger or consolidation or reorganization
     (the "Surviving Corporation") in substantially the same proportion as their
     ownership of the Voting Securities immediately before such merger,
     consolidation or reorganization, (ii) the individuals who were members of
     the Incumbent Board immediately prior to the execution of the agreement
     providing for such merger, consolidation or reorganization constitute at
     least 66 2/3% of the members of the board of directors of the Surviving
     Corporation, and (iii) no Person, other than the Corporation, any
     Subsidiary, any employee benefit plan (or any trust forming a part thereof)
     maintained by the Corporation, the Surviving Corporation or any Subsidiary,
     or any Person who, immediately prior to such merger, consolidation or
     reorganization had Beneficial Ownership of 15% or more of the then
     outstanding Voting Securities of the Corporation, has


                                        4



     Beneficial Ownership of 15% or more of the combined voting power of the
     Surviving Corporation's then outstanding voting securities (a transaction
     described in clause (i) through (iii) shall herein be referred to as a
     "Non-Control Transaction"); (2) a complete liquidation or dissolution of
     the Corporation; or (3) an agreement for the sale or other disposition of
     all or substantially all of the assets of the Corporation to any Person
     (other than a transfer to a Subsidiary).

                    Notwithstanding the foregoing, a Change of Control shall not
     be deemed to occur solely because any Person (the "Subject Person")
     acquired Beneficial Ownership of more than the permitted amount of the
     outstanding Voting Securities as a result of the acquisition of Voting
     Securities by the Corporation which, by reducing the number of Voting
     Securities outstanding, increases the proportional number of shares of
     Beneficially Owned by the Subject Person; provided that if a Change of
     Control would occur (but for the operation of this sentence) as a result of
     the acquisition of Voting Securities by the Corporation, and after such
     share acquisition, the Subject Person becomes the Beneficial owner of any
     additional Voting Securities which increases the percentage of the then
     outstanding Voting Securities Beneficially Owned by the Subject Person,
     then a Change of Control shall be deemed to have occurred.

          (d) METHOD OF EXERCISE. Stock options may be exercised, in whole or in
part, by giving written notice of exercise to the Corporation specifying the
number of shares to be purchased. Such notice shall be accompanied by payment in
full of the purchase price in cash, either by certified or bank check.

          The written notice provided by the optionee shall specify the
optionee's election to purchase shares subject to the stock option or to receive
the cash payment herein provided.

          Notwithstanding the foregoing, the Committee may, in its sole
discretion, authorize payment in whole or in part of the purchase price to be
made in unrestricted stock already owned by the optionee, or, in the case of the
nonqualified stock option, in restricted stock, or deferred stock subject to an
AWARD hereunder, in each case, based upon the fair market value of the Stock on
the date the option is exercised, as determined in accordance with procedures
established by the Committee. The Committee may authorize such payment at or
after grant, except that in the case of an incentive stock option, any right to
make payment in unrestricted stock already owned must be included in the option
at the time of grant. No shares of Stock shall be issued until full payment
therefor has been made. Subject to paragraph (j) of this Section 5, an optionee
shall have the rights to dividends or other rights of a stockholder with respect
to shares subject to the option when the optionee has given written notice of
exercise, has paid in full for such shares, and, if requested by the
Corporation, has given the representation described in paragraph (a) of Section
14.

          As used in this paragraph (d) of Section 5, the fair market value of
the Stock on the date of exercise shall mean:

               (i) with respect to an election by an optionee to receive cash in
          respect of a stock option which is not an incentive stock option, the
          "Change of Control Fair Market Value", as defined in Section 6(b)
          below; and


                                       5



               (ii) with respect to an election by an optionee to receive cash
          in respect of a stock option which is an incentive stock option, the
          fair market value of the Stock on the date of exercise, determined in
          the same manner as the fair market value of the Stock on the date of
          grant of a stock option is determined pursuant to paragraph (a) of
          Section 5 of the Plan.

          (e) NONTRANSFERABILITY OF OPTIONS. Unless otherwise determined by the
Committee at or after the time of grant, no stock option shall be transferable
by the optionee otherwise than by will or by the laws of descent and
distribution, and such options shall be exercisable, during the optionee's
lifetime, only by the optionee.

          (f) TERMINATION BY DEATH. Except to the extent otherwise provided by
the Committee at or after the time of grant, if an optionee's relationship with
or employment by the Corporation and/or any of its subsidiaries terminates by
reason of death, the stock option may thereafter be immediately exercised in
full by the legal representative of the estate or by the legatee of the optionee
under the will of the optionee, for a period of 15 months from the date of such
death or until the expiration of the stated period of the option whichever
period is the shorter.

          (g) TERMINATION BY REASON OF RETIREMENT OR PERMANENT DISABILITY.
Except to the extent otherwise provided by the Committee at or after the time of
grant, if an optionee's relationship with or employment by the Corporation
and/or any of its subsidiaries terminates by reason of retirement or permanent
disability, any stock option held by such optionee may thereafter be exercised
in full, but may not be exercised after three years from the date of such
termination or the expiration of the stated period of the option, whichever
period is the shorter; provided, however, that if the optionee dies within such
three-year period, any unexercised stock option held by such optionee shall
thereafter be exercisable to the extent to which it was exercisable at the time
of death for a period of 12 months from the date of the optionee's death or for
the stated period of the option, whichever period is the shorter.

          (h) OTHER TERMINATION. Unless otherwise determined by the Committee at
or after grant, if an optionee's relationship with or employment by the
Corporation terminates for any reason other than death, permanent disability or
retirement, the stock option shall thereupon immediately terminate; provided,
however, that if such termination is (i) by action of the Corporation and other
than discharge for cause (as determined in the sole discretion of the
Committee), or (ii) by voluntary resignation of the optionee, in either case
within 18 months following a Change of Control, any stock options held by the
optionee may be exercised in full by the optionee until the earlier of six
months and one day after such termination or the expiration of such options in
accordance with their terms.

          (i) OPTION BUYOUT. The Committee may at any time offer to repurchase
an option based on such terms and conditions as the Committee shall establish
and communicate to the optionee at the time that such offer is made.

          (j) FORM OF SETTLEMENT. In its sole discretion, the Committee may
provide, at the time of grant, that the shares to be issued upon an option's
exercise shall be in the form of


                                       6



restricted stock or deferred stock, or may reserve other than with respect to
incentive stock options the right to so provide after the time of grant.

     Section 6. STOCK APPRECIATION RIGHTS. (a) GRANT AND EXERCISE. Stock
appreciation rights may be granted in conjunction with (or in accordance with
Section 9, separate from) all or part of any stock option granted under the
Plan, as follows: (i) in the case of a nonqualified stock option, such rights
may be granted either at the time of the grant of such option or at any
subsequent time during the term of the option; and (ii) in the case of an
incentive stock option, such rights may be granted only at the time of the grant
of the option. A "stock appreciation right" is a right to receive cash or Stock,
as provided in this Section 6, in lieu of the purchase of a share under a
related option. A stock appreciation right, or applicable portion thereof, shall
terminate and no longer be exercisable upon the termination or exercise of the
related stock option, except that a stock appreciation right granted with
respect to less than the full number of shares covered by a related stock option
shall not be reduced until the exercise or termination of the related stock
option exceeds the number of shares not covered by the stock appreciation right.
A stock appreciation right may be exercised by an optionee, in accordance with
paragraph (b) of this Section 6, by surrendering the applicable portion of the
related stock option. Upon such exercise and surrender, the optionee shall be
entitled to receive an amount determined in the manner prescribed in paragraph
(b) of this Section 6. Options which have been so surrendered, in whole or in
part, shall no longer be exercisable to the extent the related stock
appreciation rights have been exercised.

          (b) TERMS AND CONDITIONS. Stock appreciation rights shall be subject
to such terms and conditions, not inconsistent with the provisions of the Plan,
as shall be determined from time to time by the Committee, including the
following:

               (i) Stock appreciation rights shall be exercisable only at such
          time or times and to the extent that the stock options to which they
          relate shall be exercisable.

               (ii) Upon the exercise of a stock appreciation right, an optionee
          shall be entitled to receive up to, but no more than, an amount in
          cash or whole shares of the Stock, as determined by the Committee in
          its sole discretion, equal to the excess of the fair market value of
          one share of Stock over the option price per share specified in the
          related stock option agreement multiplied by the number of shares in
          respect of which the stock appreciation right shall have been
          exercised; provided, however, that the payment in settlement of stock
          appreciation rights during the period from and after a Change of
          Control shall be entirely in cash. Each stock appreciation right may
          be exercised only at the time and so long as a related option, if any,
          would be exercisable or as otherwise permitted by applicable law. The
          fair market value of the Stock on the date of exercise of a stock
          appreciation right shall be determined in the same manner as the fair
          market value of the Stock on the date of grant of a stock option is
          determined pursuant to paragraph (a) of Section 5 of the Plan;
          provided however, that during the 60-day period from and after a
          Change of Control, the fair market value of the Stock on the date of
          exercise shall mean, with respect to the exercise of a stock
          appreciation right accompanying an option which is not an incentive
          stock option, the "Change of Control Fair Market Value."


                                        7



               For purposes of this Plan, the "Change of Control Fair Market
          Value" shall mean the higher of (x) the highest reported sale price,
          regular way, of a share of the Stock on the Composite Tape for New
          York Stock Exchange Listed Stock during the 60-day period prior to the
          date of the Change of Control or, if such security is not listed or
          admitted to trading on the New York Stock Exchange, on the principal
          national securities exchange on which such security is listed or
          admitted to trading or, if not listed or admitted to trading on any
          national securities exchange, on the Nasdaq National Market or, if
          such security is not quoted on such Nasdaq National Market, the
          average of the closing bid and asked prices during such 60-day period
          in the over-the-counter market as reported by the National Association
          of Securities Dealers Automated Quotation ("NASDAQ") system or, if bid
          and asked prices for such security during such period shall not have
          been reported through NASDAQ, the average of the bid and asked prices
          for such period as furnished by any New York Stock Exchange member
          firm regularly making a market in such security selected for such
          purpose by the Board of Directors of the Corporation or a committee
          thereof or, if such security is not publicly traded, the fair market
          value thereof as determined by an independent investment banking or
          appraisal firm experienced in the valuation of such securities
          selected in good faith by the Board of Directors of the Corporation or
          a committee thereof or, if no such investment banking or appraisal
          firm is, in the good faith judgment of the Board of Directors or such
          committee, reasonably available to make such determination, as
          determined in good faith by the Board of Directors of the Corporation
          or such committee and (y) if the Change of Control is the result of a
          transaction or series of transactions described in paragraph (i) or
          (iii) of the definition of Change of Control set forth in Section
          5(c), the highest price per share of the Stock paid in such
          transaction or series of transactions (in the case of a Change of
          Control described in such paragraph (i) of Section 5(c), as reflected
          in any Schedule 13D filed by the person having made the acquisition).

               (iii) No stock appreciation right shall be transferable by a
          participant otherwise than by will or by the laws of descent and
          distribution, and stock appreciation rights shall be exercisable,
          during the participant's lifetime, only by the participant.

               (iv) Upon the exercise of a stock appreciation right, the stock
          option or part thereof to which such stock appreciation right is
          related shall be deemed to have been exercised for the purpose of the
          limitation of the number of shares of the Stock to be issued under the
          Plan, as set forth in Section 3 of the Plan.

               (v) Stock appreciation rights granted in connection with
          incentive stock options may be exercised only when the market price of
          the Stock subject to the incentive stock option exceeds the option
          price of the incentive stock option.

     Section 7. RESTRICTED STOCK. (a) STOCK AND ADMINISTRATION. Shares of
restricted stock may be issued either alone or in addition to stock options,
stock appreciation rights, deferred stock or other Stock-based awards granted
under the Plan. The Committee shall determine the directors


                                        8



(excluding Committee members), consultants, officers and employees of the
Corporation and its subsidiaries to whom, and the time or times at which, grants
of restricted stock will be made, the number of shares to be awarded, the time
or times within which such AWARDS may be subject to forfeiture, and all other
conditions of the AWARDS. The provisions of restricted stock AWARDS need not be
the same with respect to each recipient.

          (b) AWARDS AND CERTIFICATES. The prospective recipient of an AWARD of
shares of restricted stock shall not, with respect to such AWARD, be deemed to
have become a participant, or to have any rights with respect to such AWARD,
until and unless such recipient shall have executed an agreement or other
instrument evidencing the AWARD and delivered a fully executed copy thereof to
the Corporation and otherwise complied with the then applicable terms and
conditions.

               (i) Each participant shall be issued a stock certificate in
          respect of shares of restricted stock awarded under the Plan. Such
          certificate shall be registered in the name of the participant, and
          shall bear an appropriate legend referring to the terms, conditions,
          and restrictions applicable to such AWARD, substantially in the
          following form:

               "The transferability of this certificate and the shares of stock
          represented hereby are subject to the terms and conditions (including
          forfeiture) of the Streaming Media Corporation 2002 Stock Option Plan
          and an Agreement entered into between the registered owner and
          Streaming Media Corporation. Copies of such Plan and Agreement are on
          file in the offices of Streaming Media Corporation, 910 Sylvan Avenue,
          Englewood Cliffs, New Jersey 07632."

               (ii) The Committee shall require that the stock certificates
          evidencing such shares be held in custody by the Corporation until the
          restrictions thereon shall have lapsed, and shall require, as a
          condition of any restricted stock AWARD, that the participant shall
          have delivered a stock power, endorsed in blank, relating to the Stock
          covered by such AWARD.

          (c) RESTRICTIONS AND CONDITIONS. The shares of restricted stock
awarded pursuant to the Plan shall be subject to the following restrictions and
conditions:

               (i) subject to the provisions of this Plan during a period set by
          the Committee commencing with the date of such AWARD (the "restriction
          period"), the participant shall not be permitted to sell, transfer,
          pledge, or assign shares of restricted stock awarded under the Plan.
          Within these limits the Committee may provide for the lapse of such
          restrictions in installments where deemed appropriate.

               (ii) Except as provided in this paragraph (c) of this Section 7,
          the participants shall have, with respect to the shares of restricted
          stock, all of the rights of a stockholder of the Corporation,
          including the right to vote the restricted stock and the right to
          receive any cash dividends. The Committee, in its sole discretion, may
          permit or require the payment of cash dividends paid with respect to
          restricted


                                       9



          stock to be deferred until such time as such restrictions lapse and,
          if the Committee so determines, reinvested in additional restricted
          stock or otherwise reinvested. Certificates for shares of unrestricted
          stock shall be delivered to the participant promptly after, and only
          after, the restrictions thereon shall expire without forfeiture in
          respect of such shares of restricted stock.

               (iii) Subject to the provisions of paragraph (c)(iv) of this
          Section 7, upon termination of employment for any reason during the
          restriction period, all shares still subject to restriction shall be
          forfeited by the participant and reacquired by the Corporation.

               (iv) In the event of a participant's retirement, permanent
          disability, or death, or in cases of special circumstances, the
          Committee may, in its sole discretion, when it finds that a waiver
          would be in the best interests of the Corporation, waive in whole or
          in part any or all remaining restrictions with respect to such
          participant's shares of restricted stock.

               (v) Notwithstanding anything in the foregoing to the contrary,
          upon a Change of Control any and all restrictions on restricted stock
          shall lapse regardless of the restriction period established by the
          Committee and all such restricted stock shall become fully vested and
          nonforfeitable.

     Section 8. DEFERRED STOCK AWARDS. (a) STOCK AND ADMINISTRATION. AWARDS of
the right to receive Stock that is not to be distributed to the participant
until after a specified deferral period (such AWARD and the deferred stock
delivered thereunder hereinafter as the context shall require, referred to as
the "deferred stock") may be made either alone or in addition to stock options,
stock appreciation rights, or restricted stock, or other Stock-based awards
granted under the Plan. The Committee shall determine the directors,
consultants, officers and employees of the Corporation and its subsidiaries to
whom and the time or times at which deferred stock shall be awarded, the number
of shares of deferred stock to be awarded to any participant, the duration of
the period (the "Deferral Period") during which, and the conditions under which,
receipt of the Stock will be deferred, and the terms and conditions of the AWARD
in addition to those contained in paragraph (b) of this Section 8. In its sole
discretion, the Committee may provide for a minimum payment at the end of the
applicable Deferral Period based on a stated percentage of the fair market value
on the date of grant, as determined in accordance with procedures established by
the Committee, of the number of shares covered by a deferred stock AWARD. The
Committee may also provide for the grant of deferred stock upon the completion
of a specified performance period. The provisions of deferred stock AWARDS need
not be the same with respect to each recipient.

          (b) TERMS AND CONDITIONS. Deferred stock AWARDS made pursuant to this
Section 8 shall be subject to the following terms and conditions:

               (i) Subject to the provisions of the Plan, the shares to be
          issued pursuant to a deferred stock AWARD may not be sold, assigned,
          transferred, pledged or otherwise encumbered during the Deferral
          Period or Elective Deferral Period (defined below), where applicable,
          and may be subject to a risk of forfeiture during


                                       10



          all or such portion of the Deferral Period as shall be specified by
          the Committee. At the expiration of the Deferral Period and Elective
          Deferral Period, one or more share certificates shall be delivered to
          the participant, or the participant's legal representative, evidencing
          ownership of a number of shares equal to the number of shares covered
          by the deferred stock AWARD.

               (ii) Amounts equal to any dividends declared during the Deferral
          Period with respect to the number of shares covered by a deferred
          stock AWARD will be paid to the participant currently, or deferred and
          deemed to be reinvested in additional deferred stock or otherwise
          reinvested, as determined at the time of the AWARD by the Committee,
          in its sole discretion.

               (iii) Subject to the provisions of paragraph (b)(iv) of this
          Section 8, upon termination of the relationship with or employment by
          the Corporation for any reason during the Deferral Period for a given
          deferred stock AWARD, the deferred stock in question shall be
          forfeited by the participant.

               (iv) In the event of the participant's retirement, permanent
          disability or death during the Deferral Period (or Elective Deferral
          Period, where applicable), or in cases of special circumstances, the
          Committee may, in its sole discretion, when it finds that a waiver
          would be in the best interests of the Corporation, waive in whole or
          in part any or all of the remaining deferral limitations imposed
          hereunder with respect to any or all of the participant's deferred
          stock. Anything in the Plan to the contrary notwithstanding, upon the
          occurrence of a Change of Control, the Deferral Period and the
          Elective Deferral Period with respect to each deferred stock AWARD
          shall expire immediately and all share certificates relating to such
          deferred stock AWARDS shall be delivered to each participant or the
          participant's legal representative.

               (v) Not less than sixty (60) days prior to completion of the
          Deferral Period, a participant may elect to defer further the receipt
          of the deferred stock AWARD for a specified period or until a
          specified event (the "Elective Deferral Period"), subject in each case
          to the approval of the Committee and under such terms as are
          determined by the Committee, all in its sole discretion.

               (vi) Each deferred stock AWARD shall be confirmed by a deferred
          stock agreement or other instrument executed by the Committee and by
          the participant.

     Section 9. OTHER STOCK-BASED AWARDS. (a) STOCK AND ADMINISTRATION. Other
AWARDS of the Stock and other AWARDS that are valued in whole or in part by
reference to, or are otherwise based on the Stock ("Other Stock-based AWARDS"),
including (without limitation) performance shares and convertible debentures,
may be granted either alone or in addition to other AWARDS granted under the
Plan. Subject to the provisions of the Plan, the Committee shall have sole and
complete authority to determine the directors (excluding Committee members),
consultants, officers and key employees of the Corporation and/or any of its
subsidiaries to whom and the time or times at which such Other Stock-based
AWARDS shall be made, the number of shares of the


                                       11



Stock to be awarded pursuant to such Other Stock-based AWARDS and all other
conditions of the Other Stock-based AWARDS. The Committee may also provide for
the grant of the Stock upon the completion of a specified performance period.
The provisions of Other Stock-based AWARDS need not be the same with respect to
each recipient.

          (b) TERMS AND CONDITIONS. Other Stock-based AWARDS made pursuant to
this Section 9 shall be subject to the following terms and conditions:

               (i) Subject to the provisions of this Plan, shares or interests
          in shares subject to Other Stock-based AWARDS made under this Section
          9 may not be sold, assigned, transferred, pledged or otherwise
          encumbered prior to the date on which the shares are issued, or, if
          later, the date on which any applicable restriction, performance or
          deferral period lapses.

               (ii) Subject to the provisions of this Plan and the Other
          Stock-based AWARD agreement, the recipients of Other Stock-based
          AWARDS under this Section 9 shall be entitled to receive, currently or
          on a deferred basis, interest or dividends or interest or dividend
          equivalents with respect to the number of shares or interests therein
          covered by the Other Stock-based AWARDS, as determined at the time of
          the Other Stock-based AWARDS by the Committee, in its sole discretion,
          and the Committee may provide that such amounts (if any) shall be
          deemed to have been reinvested in additional Stock or otherwise
          reinvested.

               (iii) Any Other Stock-based AWARDS under this Section 9 and any
          Stock covered by any such Other Stock-based AWARD may be forfeited to
          the extent so provided in the Other Stock-based AWARD agreement, as
          determined by the Committee, in its sole discretion.

               (iv) In the event of the participant's retirement, permanent
          disability or death, or in cases of special circumstances, the
          Committee may, in its sole discretion, when it finds that a waiver
          would be in the best interests of the Corporation, waive in whole or
          in part any or all of the remaining limitations imposed hereunder (if
          any) with respect to any or all Other Stock-based AWARDS under this
          Section 9. Anything in the Plan to the contrary notwithstanding, any
          limitations imposed with respect to any Other Stock-based AWARD under
          this Section 9, including any provision providing for the forfeiture
          of any Other Stock-based AWARD under any circumstance, shall terminate
          immediately upon a Change of Control and the number of shares of or
          interests in the Stock subject to such Other Stock-based AWARD shall
          be delivered to the participant (or, in the case of an Other
          Stock-based AWARD with respect to which such number is not
          determinable, such number of shares of or interests in the Stock as is
          determined by the Committee and set forth in the terms of such Other
          Stock-based AWARD).

               (v) Each Other Stock-based AWARD under this Section 9 shall be
          confirmed by an agreement or other instrument executed by the
          Corporation and by the participant.


                                       12



               (vi) The Stock or interests therein (including securities
          convertible into the Stock) paid or awarded on a bonus basis under
          this Section 9 shall be issued for no cash consideration; the Stock or
          interests therein (including securities convertible into the Stock)
          purchased pursuant to a purchase right awarded under this Section 9
          shall be priced at least 50% of the fair market value of the Stock on
          the date of grant, as determined in accordance with procedures
          established by the Committee.

               (vii) No Other Stock-based AWARD in the nature of a purchase
          right shall be transferable by the participant otherwise than by will
          or by the laws of descent and distribution, and such purchase rights
          shall be exercisable during the participant's lifetime only by the
          participant.

     Section 10. TRANSFER, LEAVE OF ABSENCE, ETC. For purposes of the Plan
neither: (i) transfer of an employee from the Corporation to a subsidiary, or
vice versa, or from one subsidiary to another nor (ii) a leave of absence, duly
authorized in writing by the Corporation shall be deemed a termination of
employment.

     Section 11. AMENDMENTS AND TERMINATION. The Board may amend, alter, or
discontinue the Plan, but no amendment, alteration, or discontinuation shall be
made which would impair the rights of an optionee or participant under any AWARD
theretofore granted, without the optionee's or participant's consent, or which
without the approval of the shareholders would:

          (a) except as is provided in Section 3 of the Plan, increase the total
     number of shares available for the purpose of the Plan;

          (b) subsequent to the date of grant decrease the option price of any
     stock option to less than 100% (110% in the case of a 10% owner of an
     incentive stock option) of the fair market value on the date of the
     granting of the option;

          (c) extend the maximum option period under Section 5(b) of the Plan;
     or

          (d) otherwise materially increase the benefits accruing to
     participants under, or materially modify the requirements as to eligibility
     for participation in, the Plan.

          The Committee may amend the terms of any AWARD theretofore granted,
prospectively or retroactively, but no such amendment shall impair the rights of
any holder without such holder's consent. Notwithstanding the foregoing, the
Board or the Committee may, in its discretion, amend the Plan or terms of any
outstanding AWARD held by a person then subject to Section 16 of the Exchange
Act without the consent of any holder in order to preserve exemptions under said
Section 16 which are or become available from time to time under rules of the
Securities and Exchange Commission. The Committee may also substitute new stock
options for previously granted options, including previously granted options
having higher option prices.

     Section 12. UNFUNDED STATUS OF THE PLAN. The Plan is intended to constitute
an "unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a participant or optionee by the Corporation, nothing
contained herein shall give any such


                                       13



participant or optionee any rights that are greater than those of a general
creditor of the Corporation. In its sole discretion, the Committee may authorize
the creation of trusts or other arrangements to meet the obligations created
under the Plan to deliver the Stock; provided, however, that the existence of
such trusts or other arrangements is consistent with the unfunded status of the
Plan.

     Section 13. EMPLOYMENT AT WILL. Nothing contained in the Plan, or in any
option granted pursuant to the Plan, nor in any agreement made pursuant to the
Plan, shall confer upon any optionee any right with respect to continuance of
employment by the Company or its subsidiaries, nor interfere in any way with the
right of the Company or its subsidiaries to terminate the optionee's employment
at will or change the optionee's compensation at any time.

     Section 14. GENERAL PROVISIONS. (a) Unless the shares of Stock to be
acquired pursuant to an AWARD may, at the time of such acquisition, be lawfully
resold in accordance with a then currently effective registration statement or
post-effective amendment under the Securities Act of 1933, as amended, the
Committee may provide, as a condition to the delivery of any shares of Stock to
be purchased pursuant to an AWARD, that the Company receive appropriate evidence
that the AWARD holder is acquiring the shares for investment and not with a view
to the distribution or public offering of the shares, or any interest in the
shares, and a representation to the effect that the AWARD holder shall make no
sale or other disposition of the shares unless (i) the Company shall have
received an opinion of counsel satisfactory to it in the form and substance that
the sale or other disposition may be made without registration under the then
applicable provisions of the Securities Act of 1933, as amended, and the related
rules and regulations of the Securities and Exchange Commission, or (ii) the
shares shall be included in a currently effective registration statement or
post-effective amendment under the Securities Act of 1933, as amended. The
certificates for such shares may include any legend which the Committee deems
appropriate to reflect any restrictions on transfer.

          (b) All certificates for shares of the Stock delivered under the Plan
pursuant to any AWARD shall be subject to such stock-transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations,
and other requirements of the Securities and Exchange Commission, any stock
exchange upon which the Stock is then listed, and any applicable Federal or
state securities law, and the Committee may cause a legend or legends to be put
on any such certificates to make appropriate reference to such restrictions.

          (c) Recipients of shares of restricted stock, deferred stock and other
Stock-based awards under the Plan (other than options) shall not be required to
make any payment or provide consideration other than the rendering of services.

          (d) AWARDS granted under the Plan may, in the discretion of the
Committee, be granted either alone or in addition to, in tandem with, or in
substitution for, any other AWARDS granted under the Plan. If AWARDS are granted
in substitution for other AWARDS, the Committee shall require the surrender of
such other AWARDS in consideration for the grant of the new AWARDS. AWARDS
granted in addition to or in tandem with other AWARDS may be granted either at
the same time as or at a different time from the grant of such other AWARDS. The
exercise


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price of any option or the purchase price of any Other Stock-based AWARD in the
nature of a purchase right:

               (i) granted in substitution for outstanding AWARDS or in lieu of
          any other right to payment by the Corporation shall be the fair market
          value of shares at the date such substitute AWARDS are granted, as
          determined in accordance with procedures established by the Committee,
          or shall be such fair market value at that date reduced to reflect the
          fair market value of the AWARDS or other right to payment required to
          be surrendered by the participant as a condition to receipt of the
          substitute AWARD; or

               (ii) retroactively granted in tandem with outstanding AWARDS
          shall be either the fair market value of shares at the date of grant
          of later AWARDS or the fair market value of shares at the date of
          grant of earlier AWARDS, in each as determined in accordance with
          procedures established by the Committee.

          (e) Nothing contained in this Plan shall prevent the Board of
Directors from adopting other or additional compensation arrangements, subject
to shareholder approval if such approval is required; and such arrangements may
be either generally applicable or applicable only in specific cases.

          (f) If at any time the Committee shall determine in its discretion
that the listing, registration or qualification of the shares covered by the
Plan upon any national securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory body, is necessary to
desirable as a condition of, or in connection with the sale, or purchase of
shares subject to the Plan, no such shares shall be delivered unless and until
such listing, registration, qualification, consent or approval shall have been
effected or obtained, or otherwise provided for, free of any conditions not
acceptable to the Committee.

     Section 15. TAXES. Participants shall make arrangements satisfactory to the
Committee regarding payment of any Federal, state, or local taxes of any kind
required by law to be withheld with respect to any income which the participant
is required, or elects, to include in his gross income and the Corporation and
its subsidiaries shall, to the extent permitted by law, have the right to deduct
any such taxes from any payment of any kind otherwise due to the participant. No
shares of Stock shall be issued or delivered to a participant pursuant to an
Award until such taxes have been paid in full. Anything contained herein to the
contrary notwithstanding, the Committee may, in its sole discretion, authorize
acceptance of Stock received in connection with the grant or exercise of an
AWARD or otherwise previously acquired in satisfaction of withholding
requirements.

     Section 16. EFFECTIVE DATE OF THE PLAN. The Plan shall be effective on the
date it is approved by the vote of the holders of a majority of all outstanding
shares of Common Stock.

     Section 17. TERM OF THE PLAN. No AWARD shall be granted pursuant to the
Plan after September 25, 2012, but AWARDS theretofore granted may extend beyond
that date.


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