GHS, INC.
1999 OUTSIDE DIRECTORS STOCK OPTION PLAN

TABLE OF CONTENTS

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ARTICLE 1. INTRODUCTION........................................................................................... 1

ARTICLE 2. ADMINISTRATION......................................................................................... 1
2.1 Plan Administration......................................................................... 1
2.2 Board Responsibilities...................................................................... 1

ARTICLE 3. SHARES AVAILABLE FOR GRANTS............................................................................ 1
3.1 Basic Limitation............................................................................ 1
3.2 Additional Shares........................................................................... 1

ARTICLE 4. ELIGIBILITY............................................................................................ 1

ARTICLE 5. OPTIONS................................................................................................ 1
5.1 Stock Option Agreement...................................................................... 1
5.2 Number of Shares............................................................................ 2
5.3 Exercise Price.............................................................................. 2
5.4 Exercisability and Term..................................................................... 2
5.5 Modification or Assumption of Options....................................................... 2

ARTICLE 6. PAYMENT FOR OPTION SHARES.............................................................................. 2
6.1 General Rule................................................................................ 2
6.2 Surrender of Stock.......................................................................... 2
6.3 Exercise/Sale............................................................................... 2
6.4 Exercise/Pledge............................................................................. 2
6.5 Promissory Note............................................................................. 2
6.6 Other Forms of Payment...................................................................... 2

ARTICLE 7. PROTECTION AGAINST DILUTION............................................................................ 3
7.1 Adjustments................................................................................. 3
7.2 Reorganizations............................................................................. 3

ARTICLE 8. LIMITATION ON RIGHTS................................................................................... 3
8.1 Retention Rights............................................................................ 3
8.2 Stockholders' Rights........................................................................ 3
8.3 Regulatory Requirements..................................................................... 3
8.4 Market Stand-Off............................................................................ 3

ARTICLE 9. ASSIGNMENT OR TRANSFER OF OPTIONS...................................................................... 3

ARTICLE 10. FUTURE OF THE PLAN.................................................................................... 4
10.1 Term of the Plan............................................................................ 4
10.2 Amendment or Termination.................................................................... 4

ARTICLE 11. DEFINITIONS........................................................................................... 4
11.1 "Affiliate"................................................................................. 4
11.2 "Board"..................................................................................... 4
11.3 "Cause"..................................................................................... 4
11.4 "Code"...................................................................................... 4
11.5 "Common Share".............................................................................. 4
11.6 "Company"................................................................................... 4
11.7 "Disability"................................................................................ 4
11.8 "Exchange Act".............................................................................. 4

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11.9 "Exercise Price"............................................................................ 4
11.10 "Fair Market Value"......................................................................... 4
11.11 "Option".................................................................................... 5
11.12 "Optionee".................................................................................. 5
11.13 "Outside Director".......................................................................... 5
11.14 "Parent".................................................................................... 5
11.15 "Plan"...................................................................................... 5
11.16 "Stock Option Agreement".................................................................... 5
11.17 "Subsidiary"................................................................................ 5

ARTICLE 12. EXECUTION............................................................................................. 5

GHS, INC.
1999 OUTSIDE DIRECTORS STOCK OPTION PLAN

ARTICLE 1. INTRODUCTION

The purpose of the Plan is to promote the long-term success of the Company
and the creation of stockholder value by (a) encouraging Outside Directors to
focus on critical long-range objectives, (b) encouraging the attraction and
retention of Outside Directors with exceptional qualifications and (c) linking
the interests of Outside Directors directly to stockholder interests through
increased stock ownership. The Plan seeks to achieve this purpose by providing
for the grant of nonstatutory stock options.

The Plan shall be governed by, and construed in accordance with, the laws of
the State of New York (except their choice-of-law provisions).

ARTICLE 2. ADMINISTRATION.

2.1 PLAN ADMINISTRATION. The Plan shall be administered by the Board.

2.2 BOARD RESPONSIBILITIES. The Board shall:

(a) Select the Outside Directors who are to receive Options under the
Plan;

(b) Determine the number, vesting requirements and other features and
conditions of such Options;

(d) Make all other decisions relating to the operation of the Plan.

The Board may adopt such rules or guidelines as it deems appropriate to
implement the Plan. The Board's determinations under the Plan shall be final and
binding on all persons.

ARTICLE 3. SHARES AVAILABLE FOR GRANTS.

3.1 BASIC LIMITATION. Common Shares reserved for issuance under the Plan
shall be authorized but unissued Common Shares and Common Shares reacquired by
the Company in the open market. The aggregate number of Common Shares reserved
for Options awards shall be 385,000. The number of Common Shares that are
subject to Options outstanding at any time under the Plan shall not exceed the
number of Common Shares that remain available for issuance under the Plan.

3.2 ADDITIONAL SHARES. The Common Shares covered by any Options or portion
of Options that are forfeited, lapse or terminate for any reason before being
exercised shall again become available for awards under the Plan. The number of
Common Shares available for the grant of Options pursuant to this Article 3
shall be subject to adjustment pursuant to Article 7.

ARTICLE 4. ELIGIBILITY.

Only Outside Directors shall be eligible for designation as Optionees under
this Plan by the Board.

ARTICLE 5. OPTIONS.

5.1 STOCK OPTION AGREEMENT. Each grant of an Option under the Plan shall
be evidenced by a Stock Option Agreement between the Optionee and the Company.
Such Option shall be subject to all applicable terms of the Plan and may be
subject to any other terms that are not inconsistent with the Plan, including
but not limited to rights of repurchase and rights of first refusal. The
provisions of the various Stock Option Agreements entered into under the Plan
need not be identical.

5.2 NUMBER OF SHARES. Each Stock Option Agreement shall specify the number
of Common Shares subject to the Option and shall provide for the adjustment of
such number in accordance with Article 7.

5.3 EXERCISE PRICE. Each Stock Option Agreement shall specify the Exercise
Price, which may be fixed or vary in accordance with a predetermined formula
while the Option is outstanding, provided that the Exercise Price per share
shall not be less than the par value of the Common Share.

5.4 EXERCISABILITY AND TERM. Each Stock Option Agreement shall specify the
date when all or any installment of the Option is to become exercisable. The
Stock Option Agreement shall also specify the term of the Option. A Stock Option
Agreement may provide for accelerated exercisability in the event of the
Optionee's death, Disability or retirement or other events and may provide for
expiration prior to the end of its term in the event of the termination of the
Optionee's service with or without Cause. The Optionee's service is service for
the Company, its Parent or a Subsidiary, and the Stock Option Agreement may
provide for service with an Affiliate to continue to be treated as service for
purposes of exercisability of the Option.

5.5 MODIFICATION OR ASSUMPTION OF OPTIONS. Within the limitations of the
Plan, the Board may modify, extend or assume outstanding options or may accept
the cancellation of outstanding options (whether granted by the Company or by
another issuer) in return for the grant of new options for the same or a
different number of shares and at the same or a different exercise price. The
foregoing notwithstanding, no modification of an Option shall, without the
consent of the Optionee, alter or impair his or her rights or obligations under
such Option.

ARTICLE 6. PAYMENT FOR OPTION SHARES.

6.1 GENERAL RULE. The entire Exercise Price for the Common Shares issued
upon exercise of Options shall be payable in cash or cash equivalents acceptable
to the Company at the time when such Common Shares are purchased, except as
otherwise provided below.

6.2 SURRENDER OF STOCK. To the extent the Stock Option Agreement so
provides, payment for all or any part of the Exercise Price may be made with
Common Shares which have already been owned by the Optionee for the time period
specified by the Board and surrendered to the Company in good form for transfer.
Such Common Shares shall be valued at their Fair Market Value on the date when
the new Common Shares are purchased under the Plan.

6.3 EXERCISE/SALE. To the extent the Stock Option Agreement so provides,
payment may be made by the delivery (on a form prescribed by the Company) of an
irrevocable direction to a securities broker approved by the Company to sell
Common Shares and to deliver all or part of the sales proceeds to the Company in
payment of all or part of the Exercise Price.

6.4 EXERCISE/PLEDGE. To the extent the Stock Option Agreement so provides,
payment may be made by the delivery (on a form prescribed by the Company) of an
irrevocable direction to pledge Common Shares to a securities broker or lender
approved by the Company, as security for a loan, and to deliver all or part of
the loan proceeds to the Company in payment of all or part of the Exercise
Price.

6.5 PROMISSORY NOTE. To the extent the Stock Option Agreement so provides,
payment may be made with a full-recourse promissory note; provided that the par
value of the Common Shares shall be paid in cash or a cash equivalent acceptable
to the Company.

6.6 OTHER FORMS OF PAYMENT. To the extent the Stock Option Agreement so
provides, payment may be made in any other form that is consistent with
applicable laws, regulations and rules.

ARTICLE 7. PROTECTION AGAINST DILUTION.

7.1 ADJUSTMENTS. In the event of a subdivision of the outstanding Common
Shares, a declaration of a dividend payable in Common Shares, a declaration of a
dividend payable in a form other than Common Shares in an amount that has a
material effect on the price of Common Shares, a combination or consolidation of
the outstanding Common Shares (by reclassification or otherwise) into a lesser
number of Common Shares, a recapitalization, a spinoff or a similar occurrence,
the Board shall make such adjustments as it, in its sole discretion, deems
appropriate in one or more of: (a) the number of Options available for future
Options under Article 3; (b) the number of Common Shares covered by each
outstanding Option; or (c) the Exercise Price under each outstanding Option.
Except as provided in this Article 7, an Optionee shall have no rights by reason
of any issue by the Company of stock of any class or securities convertible into
stock of any class, any subdivision or consolidation of shares of stock of any
class, the payment of any stock dividend or any other increase or decrease in
the number of shares of stock of any class.

7.2 REORGANIZATIONS. In the event that the Company is a party to a merger
or other reorganization, outstanding Options shall be subject to the agreement
of merger or reorganization. Such agreement may provide, without limitation, for
the assumption of outstanding Options by the surviving corporation or its
parent, for their continuation by the Company (if the Company is a surviving
corporation), for accelerated vesting and accelerated expiration, or for
settlement in cash.

ARTICLE 8. LIMITATION ON RIGHTS.

8.1 RETENTION RIGHTS. Neither the Plan nor any Option granted under the
Plan shall be deemed to give any individual a right to remain a director of the
Company or to be retained in any other capacity by the Company, a Parent, a
Subsidiary or an Affiliate.

8.2 STOCKHOLDERS' RIGHTS. An Optionee shall have no dividend rights,
voting rights or other rights as a stockholder with respect to any Common Shares
covered by his or her Option prior to the issuance of a stock certificate for
such Common Shares. No adjustment shall be made for cash dividends or other
rights for which the record date is prior to the date when such certificate is
issued, except as expressly provided in Article 7.

8.3 REGULATORY REQUIREMENTS. Any other provision of the Plan
notwithstanding, the obligation of the Company to issue Common Shares under the
Plan shall be subject to all applicable laws, rules and regulations and such
approval by any regulatory body as may be required. The Company reserves the
right to restrict, in whole or in part, the delivery of Common Shares pursuant
to any Option prior to the satisfaction of all legal requirements relating to
the issuance of such Common Shares, to their registration, qualification or
listing or to an exemption from registration, qualification or listing.

8.4 MARKET STAND-OFF. The Company may establish one or more periods of
90-180 days during which Options and shares acquired pursuant to an Option may
not be sold, and neither may the holder of such Company securities contract to
sell or otherwise dispose of such securities, if the Board determines in its
sole discretion that such a market stand-off is reasonably necessary to
effectuate a business transaction or a registration of Company securities.

ARTICLE 9. ASSIGNMENT OR TRANSFER OF OPTIONS.

Except as provided in the Stock Option Agreement, an Option may be exercised
during the lifetime of the Optionee only by him or her or by his or her guardian
or legal representative. This Article 9 shall not preclude an Optionee from
designating a beneficiary who will receive any outstanding Options in the event
of the Optionee's death, nor shall it preclude a transfer of Options by will or
by the laws of descent and distribution.

ARTICLE 10. FUTURE OF THE PLAN.

10.1 TERM OF THE PLAN. The Plan shall remain in effect until it is
terminated under Section 10.2, except that no Options shall be granted after the
tenth anniversary of the adoption of the Plan.

10.2 AMENDMENT OR TERMINATION. The Board may, at any time and for any
reason, amend or terminate the Plan. An amendment of the Plan shall be subject
to the approval of the Company's stockholders only to the extent required by
applicable laws, regulations or rules. No Options shall be granted under the
Plan after the termination thereof. The termination of the Plan, or any
amendment thereof, shall not affect any Option previously granted under the
Plan.

ARTICLE 11. DEFINITIONS.

11.1 "AFFILIATE" means any entity, other than a Subsidiary, if the Company
and/or one or more Subsidiary owns, directly or indirectly, not less than 50% of
such entity.

11.2 "BOARD" means the Company's Board of Directors, as constitutedp from
time to time.

11.3 "CAUSE" means the Optionee's (i) material violation of any law or
regulation applicable to the business of the Company or a Parent, Subsidiary or
Affiliate; (ii) conviction for, or guilty plea to, a felony, a crime involving
moral turpitude or the perpetration of a common law fraud; (iii) commission of
an act of personal dishonesty which involves personal profit in connection with
the Company or a Parent, Subsidiary or Affiliate; (iv) material breach of any
provision of any agreement or understanding with the Company or a Parent,
Subsidiary or Affiliate regarding the performance of service therewith,
including without limitation, a willful and continued failure or refusal to
perform material required duties, other than as a result of having a Disability,
or material breach of any applicable invention assignment or confidentiality
agreement or similar agreement with the Company or a Parent, Subsidiary or
Affiliate; (v) disregard of the policies of the Company or a Parent, Subsidiary
or Affiliate so as to cause material loss, damage or injury to the property,
reputation or employees of the Company or a Parent, Subsidiary or Affiliate; or
(vi) other misconduct, of any sort, which is materially injurious to the
Company, or a Parent, Subsidiary or Affiliate.

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

11.5 "COMMON SHARE" means one share of the common stock of the Company.

11.6 "COMPANY" means GHS, Inc., a Delaware corporation, or its successor.

11.7 "DISABILITY" means the Optionee is unable to perform each of the
essential duties of such Optionee's position with the Company by reason of a
medically determinable physical or mental impairment which is potentially
permanent in character or which can be expected to last for a continuous period
of not less than 12 months.

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

11.9 "EXERCISE PRICE" means the amount for which one Common Share may be
purchased upon exercise of such Option, as specified in the applicable Stock
Option Agreement.

11.10 "FAIR MARKET VALUE" means the market price of Common Shares,
determined by the Board as follows:

(a) If the Common Shares were traded over-the-counter on the date in
question but were not classified as a national market issue, and are
regularly traded in this manner, then the Fair Market Value shall be equal
to the mean between the last reported representative bid and asked prices
quoted by the Nasdaq system for such date;

(b) If the Common Shares were traded over-the-counter on the date in
question and were classified as a national market issue, and are regularly
traded in this manner, then the Fair Market Value shall be equal to the
last-transaction price quoted by the Nasdaq system for such date;

(c) If the Common Shares were traded on a stock exchange on the date in
question, and are regularly traded in this manner, then the Fair Market
Value shall be equal to the closing price reported by the applicable
composite transactions report for such date; and

(d) If none of the foregoing provisions is applicable, then the Fair
Market Value shall be determined by the Board in good faith on such basis as
it deems appropriate.

Whenever possible, the determination of Fair Market Value by the Board under
paragraphs (a), (b) or (c) shall be based on the prices reported in the THE WALL
STREET JOURNAL. Such determination shall be conclusive and binding on all
persons.

11.11 "OPTION" means a nonstatutory stock option granted under the Plan and
entitling the holder to purchase one Common Share.

11.12 "OPTIONEE" means an individual or estate who holds an Option.

11.13 "OUTSIDE DIRECTOR" shall mean a member of the Board who is not a
common-law employee of the Company, a Parent or a Subsidiary.

11.14 "PARENT" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company, if each of the corporations other
than the Company owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain. A corporation that attains the status of a Parent on a date after
the adoption of the Plan shall be considered a Parent commencing as of such
date.

11.15 "PLAN" means the GHS, Inc.1999 Outside Directors Stock Option Plan, as
amended from time to time.

11.16 "STOCK OPTION AGREEMENT" means the agreement between the Company and
an Optionee which contains the terms, conditions and restrictions pertaining to
his or her Option.

11.17 "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of shares in one of the other corporations in such chain. A corporation
that attains the status of a Subsidiary on a date after the adoption of the Plan
shall be considered a Subsidiary commencing as of such date.

ARTICLE 12. EXECUTION.

To record the adoption of the Plan by the Board, the Company has caused its
duly authorized officer to execute the same.

GHS, INC.
By ________________________________________
Its ________________________________________