1997 STOCK OPTION PLAN
1. PURPOSE; TYPES OF AWARDS; CONSTRUCTION.
The purpose of the PC411, Inc. 1997 Stock Option Plan (the "Plan") is to align the interests of executive officers,
other key employees and nonemployee directors of PC411, Inc. (the "Company") and its subsidiaries with those
of the stockholders of the Company, to afford an incentive to such officers, employees and directors to continue
as such, to increase their efforts on behalf of the Company and to promote the success of the Company's
business. To further such purposes, the Committee may grant options to purchase shares of the Company's
common stock. The provisions of the Plan are intended to satisfy the requirements of Section 16(b) of the
Securities Exchange Act of 1934 and of
Section 162(m) of the Internal Revenue Code of 1986, as amended, and shall be interpreted in a manner
consistent with the requirements thereof, as now or hereafter construed, interpreted and applied by regulations,
rulings and cases.
As used in this Plan, the following words and phrases shall have the meanings indicated below:
(a) "Agreement" shall mean a written agreement entered into between the Company and an Optionee in
connection with an award under the Plan.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Cause," when used in connection with the termination of an Optionee's employment by the Company or the
cessation of an Optionee's service as a member of the Board, shall mean (i) the conviction of the Optionee for the
commission of a felony, (ii) the willful and continued failure by the Optionee substantially to perform his duties and
obligations to the Company or a Subsidiary (other than any such failure resulting from his incapacity due to
physical or mental illness), or (iii) the willful engaging by the Optionee in misconduct that is demonstrably injurious
to the Company or a Subsidiary. For purposes of this Section 2(c), no act, or failure to act, on an Optionee's
part shall be con