1999 STOCK OPTION PLAN
     This 1999 Stock Option Plan is hereby adopted by the Company (capitalized
terms not otherwise defined are defined in the final section of this Plan).
1.  Purposes of the Plan.  The purposes of this Plan are:
    .    to attract and retain the best available personnel,
    .    to provide additional incentive to Employees, Directors and
         Consultants, and
    .    to promote the success of the Company's business.
2.  Stock Subject to the Plan.  Subject to the provisions of Section 10, options
covering no more than one million five hundred thousand (1,500,000) Shares of
Common Stock may be granted under the Plan.  The Shares may be authorized, but
unissued, or reacquired Common Stock.  Any unpurchased Shares subject to an
Option which terminates or is surrendered pursuant to an Option Exchange Program
shall become available for future Option grants unless the Plan has terminated.
However, any Shares which the Company re-acquires after issuance pursuant to the
exercise of an Option will not be available for future grant under the Plan.
3.  Type of Options; Eligibility. Options granted under the Plan may be either
Incentive Stock Options or Nonstatutory Stock Options, as determined by the
Administrator at the time of grant.  Nonstatutory Options may be granted to
Directors, Employees and Consultants; Incentive Stock Options may be granted
only to Employees unless otherwise permitted under the Code.  At the time of
grant, the Administrator shall designate whether the Option is an Incentive
Stock Option or a Nonstatutory Stock Option.  In the absence of a written
designation, an Option shall be a Nonstatutory Stock Option.  In addition,
despite any such designation, any Options which cause the aggregate Fair Market
Value of Shares under incentive stock options granted by the Company, or any
Parent or Subsidiary to a single Optionee (under all plans of the Company and of
any Parent or Subsidiary) to exceed $100,000 will be deemed Nonstatutory Stock
Options.  For purposes of this Section 3, the Fair Market Value of the Shares
shall be determined as of the time of grant.  Optionees may be granted more than
one Option.
4.  Option Exercise Price and Consideration.  When any Option is granted, the
Administrator shall determine:
    4.1. Number of Shares.  The number of Shares subject to the Option, except 
that no Officer shall be granted Options to purchase more than 250,000 Shares in
any fiscal year of the Company unless permitted by the requirements for
"performance-based compensation" within the meaning of Section 162(m).
    4.2.  Exercise Price.  The per share exercise price for the Optioned Shares,
which may be more or less than the Fair Market Value, except no Incentive Stock
Option may be granted with an exercise price per share less than 100% (110% in
the case of an Option granted to a Significant Owner) of Fair Market Value, and
no Nonstatutory Stock Option may be granted with an exercise price per share
less than 75% of Fair Market Value.
    4.3.  Waiting Period and Exercise Dates.  The period within which the Option
may be exercised and any conditions which must be satisfied before the Option
may be exercised. No Option may have an exercise period which extends more than
ten years (five years in the case of any Incentive Stock Option granted to a
Significant Owner) from the date of grant.
    4.4.  Other Terms and Conditions.  Other terms and conditions including, but
are not limited to, performance criteria, any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding any Option
or the Shares. The Shares received on exercise of any Option may be made subject
to a shareholder's agreement or other restriction or option.
5.  Exercise of Option.
    5.1.  Procedure for Exercise.  An Option shall be deemed exercised when the
Company receives all of the following (which may be waived by the Administrator
as permitted by Applicable Laws): (i) written notice of exercise (in accordance
with the Option Agreement) from the person entitled to exercise the Option, (ii)
full payment for the Shares with respect to which the Option is exercised, and
(iii) payment of any required withholding taxes.
    5.2.  No Fractional Shares. An Option may not be exercised for a fraction 
of a Share.
    5.3.  Form of Consideration.  The Administrator shall determine the 
acceptable form of consideration and method of payment for exercise of an
Option. (In the case of an Incentive Stock Option, the Administrator must
determine the acceptable form of consideration at the time of grant.) To the
extent permitted by the Administrator, consideration may consist of:
          .  cash;
          .  a promissory note made by the Optionee in favor of the Company;
          .  other Shares which (A) in the case of Shares acquired upon exercise
             of an option, have been owned by the Optionee for more than six
             months on the date of surrender, and (B) have a Fair Market Value
             on the date of surrender equal to the aggregate exercise price of
             the Shares as to which said Option shall be exercised;
          .  any combination of the foregoing methods of payment; or
          .  such other consideration to the extent permitted by Applicable
    5.4.  Effect on Option.  Exercise of an Option in any manner shall decrease 
the number of Shares thereafter available by the number of Shares as to which
the Option is exercised, both for purposes of the Plan and for sale under the
6.  Issuance of Shares.
    6.1.  Name for Registration. Shares issued upon exercise of an Option shall
be issued in the name of the Optionee or, if requested by the Optionee, in the
name of the Optionee and his or her spouse.
    6.2.  Legal Compliance.  The Company is not obligated to issue any Shares
pursuant to the exercise of an Option unless counsel for the Company is
satisfied that the exercise of such Option and the issuance and delivery of such
Shares complies with all relevant provisions of Applicable Law, including,
without limitation, the Securities Act of 1933, as amended, the Exchange Act,
the rules and regulations promulgated thereunder, the requirements of any stock
exchange or quotation system upon which the Shares may then be listed or quoted,
and any other requirements of law or of any regulatory bodies having
jurisdiction over such issuance and delivery. The inability of the Company to
obtain authority from any regulatory body deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder shall relieve
the Company of any liability in respect of the failure to issue or sell such
    6.3.  Investment Representations.  As a condition to the exercise of an 
Option, the Company may require that the person exercising such Option represent
and warrant that the Shares are being purchased only for investment and without
any present intention to sell, transfer or distribute such Shares.
    6.4.  Rights as Stockholder. Until the stock certificate evidencing Shares 
is actually issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), the Optionee
will have no right to vote or receive dividends or any other rights as a
shareholder with respect to the Optioned Stock, despite any exercise of the
Option. Subject to this Section 6, the Company shall issue (or cause to be
issued) such stock certificate promptly after an Option is exercised. Except as
provided in Section 10, no adjustment will be made for a dividend or other right
for which the record date is prior to the date the stock certificate is actually
7.  Withholding Taxes.  Upon (i) the disposition by an Optionee of Shares 
acquired pursuant to the exercise of an Incentive Stock Option within two years
of the granting of such Incentive Stock Option or within one year after exercise
of such Incentive Stock Option, or (ii) the exercise of a Nonstatutory Stock
the Company shall have the right to require the Optionee to pay the Company the
amount of any taxes (whether of the United States, any foreign jurisdictions or
any subdivision thereof) which the Company may be required to withhold with
respect to such Shares.
8.  Non-Transferability of Options.
    8.1.  No Transfer.  No Option may be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution or may be exercised, during the lifetime of the
Optionee, by anyone except the Optionee, except that the Administrator may, if
it wishes to do so, allow the spouse of the Optionee to hold and/or exercise the
Option pursuant to a qualified domestic relations order as defined by the Code
or Title I of ERISA.
    8.2.  Designation of Beneficiary.  An Optionee may file a written 
designation of a beneficiary who is to receive any Options that remain
unexercised in the event of the Optionee's death. If an Optionee is married and
the designated beneficiary is not his or her spouse, spousal consent shall be
required for such designation to be effective. The Optionee may change such
designation of beneficiary at any time by written notice, subject to the above
spousal consent conditions.
    8.3.  Effect of No Designation.  If an Optionee dies and there is no living
beneficiary validly designated under the Plan, the Option may be exercised on
behalf of the Optionee to the extent permitted hereunder (i) by the executor or
administrator of the estate of the Optionee, or (ii) if the Company does not
know that an executor or administrator has been appointed, by the spouse or to
any one or more dependents or relatives of the participant as determined by the
Company, or (iii) if no spouse, dependent or relative is known to the Company,
then by such other person as the Company may designate.
9.  Accelerated Termination of Option Term.
    9.1.  Termination For Cause. Notwithstanding anything to the contrary 
contained in the Plan, no Optionee may exercise any Option (whether otherwise
vested or not) at any time following a Termination Event with respect to such
    9.2.  Termination Without Cause.  If an Optionee's Continuous Relationship
terminates (other than as a result of a Termination Event), his or her Option
may be exercised only to the extent that the Optionee was entitled to exercise
it on the date of termination, and only within such period of time as is
determined by the Administrator, and in no event later than the expiration of
the term of such Option as set forth in the Option Agreement.  In the case of an
Incentive Stock Option, the Administrator shall determine such period of time
(in no event to exceed ninety (90) days from the date of termination, except
the termination occurs as a result of death or disability, where the maximum
period shall be twelve months) at the time that the Option is granted.
10.  Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset 
     10.1.  Changes in Capitalization.  Subject to any required action by the
shareholders of the Company, if the outstanding shares of Common Stock are
increased, decreased, changed into or exchanged for a different number or kind
of shares of securities of the Company through reorganization, recapitalization,
reclassification, stock combination, stock dividend, stock split, reverse stock
split or other similar transaction, an appropriate and proportionate adjustment
shall be made in the maximum number and kind of shares as to which Options may
be granted under this Plan.  A corresponding adjustment changing the number or
kind of shares allocated to unexercised Options which have been granted prior to
any such change, shall likewise be made.  Any such adjustment in the outstanding
Options shall be made without change in the aggregate purchase price applicable
to the unexercised portion of the Options but with a corresponding adjustment in
the price for each share or other unit of any security covered by the Option.
Such adjustment shall be made by the Administrator, whose determination in that
respect shall be final, binding and conclusive.
     10.2.  Dissolution or Liquidation.  Any Option to the extent not previously
exercised will terminate immediately prior to the consummation of any
dissolution or liquidation of the Company.  The Administrator may, in the
exercise of its sole discretion in such instances, declare that any Option shall
terminate as of a date fixed by the Administrator and give each Optionee the
right to exercise his or her Option as to all or any part of the Optioned Stock,
including Shares as to which the Option would not otherwise be exercisable.
     10.3.  Merger or Asset Sale. In the event of a merger of the Company with 
into or another corporation, or the sale of substantially all of the assets of
the Company, the Administrator, may, in its discretion, do one or more of the
following: (i) shorten the period during which Options are exercisable (provided
they remain exercisable for at least 30 days after the date the notice is
given); (ii) accelerate any vesting schedule to which an Option is subject;
(iii) arrange to have the surviving or successor entity grant replacement
options with appropriate adjustments in the number and kind of securities and
option prices; or (iv) cancel any Option upon payment to the Optionee of cash
equal to the excess of the Fair Market Value of the number of Shares as to which
the Option is then exercisable (at the effective time of the merger,
reorganization, sale of other event including to the extent the exercise has
been accelerated as contemplated in clause (ii) above) over the aggregate
exercise price with respect to such Shares. The Administrator may also provide
for one or more of the foregoing alternatives in any 
particular Option Agreement.
11.  Shareholder Approval.  This Plan is subject to approval by the shareholders
of the Company in compliance with Applicable Law within twelve (12) months after
the date the Plan is adopted by the Board. Options may be granted but not
exercised prior to shareholder approval of the Plan.  If stockholder approval is
not obtained within the applicable period, any Options granted shall terminate
retroactively as of the date they were granted.
12.  Administration of the Plan.
     12.1.  Procedure.
            12.1.1.  Administrator.  The Plan shall be administered by (A) the
Board or (B) a committee designated by the Board which is constituted to satisfy
Applicable Laws. To the extent it is involved in such matters, any Committee
must comply with any applicable requirements (i) of Rule 16b-3 for exempt
acquisitions with respect to Option grants to Officers or Directors and (ii) for
the Options to qualify as "performance-based compensation" under Section 162(m)
with respect to Option grants "covered employees" within the meaning of Section
162(m). If permitted by the applicable rules, the Administrator may be different
bodies with respect to Directors, Officers who are not Directors, and Employees
who are neither Directors nor Officers.
            12.1.2.  Regulation of Committee.  Once appointed, any Committee
shall serve in its designated capacity until otherwise directed by the Board.
The Board may increase the size of the Committee and appoint additional members,
remove members (with or without cause) and substitute new members, fill
vacancies (however caused), and remove all members of the Committee and
thereafter directly administer the Plan, all to the extent permitted by
Applicable Laws, and to the extent relevant, the rules for qualification as
"performance-based compensation" under Section 162(m) and/or exempt acquisitions
under Rule 16b-3.
     12.2.  Powers of the Administrator.  Subject to the provisions of the Plan
and, in the case of a Committee, subject to the specific duties delegated by the
Board to such Committee, the Administrator shall have the authority in its
discretion to take any action provided in this Plan, including without
     .  to determine the Optionee, exercise price, number of shares of Common
        Stock to be covered by, and terms and conditions of each Option granted
     .  to approve forms of Option Agreement;
     .  to modify or amend any Option (subject to Section 13), including
        reducing the exercise price of any Option to the then current Fair
        Market Value if the Fair Market Value of the Common Stock covered by
        Option shall have declined since the date the Option was granted; 
     .  to authorize any person to execute any instrument required to effect the
        grant of an Option on behalf of the Company;
     .  to institute an Option Exchange Program;
     .  to construe and interpret the terms of the Plan;
     .  to prescribe, amend and rescind rules and regulations relating to the
        Plan; and
     .  to make all other determinations deemed necessary or advisable for
        administering the Plan.
     12.3.  Effect of Administrator's Decision.  The Administrator's decisions,
determinations and interpretations shall be final and binding on all Optionees
and any other holders of Options.
13.  Amendment and Termination of the Plan
     13.1.  Amendment and Termination. This Plan shall become effective upon its
adoption by the Board and continue in effect for a term of ten (10) years,
except that the Board may at any time amend, alter or suspend or terminate the
     13.2.  Shareholder Approval.  The Company shall be required to obtain
shareholder approval of any Plan amendment only to the extent necessary and
desirable to comply with Rule 16b-3, with Section 422 or 162(m) of the Code or
with any Applicable Laws, including the requirements of any exchange or
quotation system on which the Common Stock is listed or quoted. Such shareholder
approval, if required, shall be obtained in such a manner and to such a degree
as is required by Applicable Law. If the Company purports to grant Options
covering more than the number of Shares which may be issued under the Plan
without additional shareholder approval, such Option shall be void (and the
Optionee will have no right against the Company) with respect to such excess
Optioned Stock, unless shareholder approval of an amendment sufficiently
increasing the number of Shares subject to the Plan is timely obtained in
accordance with this Section 13.2.
     13.3.  Effect of Amendment or Termination.  No amendment, alteration,
suspension or termination of the Plan shall impair the rights of an Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator. Any
such agreement must be in writing and signed by the Optionee and the Company.
14.  Rights of Participants and Beneficiaries.  The Company shall pay all
amounts payable hereunder only to the Optionee or beneficiaries entitled thereto
pursuant to the Plan. The Company shall not be liable for the debts, contracts
or engagements of any Optionee or his or her beneficiaries, and rights to Shares
or cash payments under the Plan may not be taken in execution by attachment or
garnishment, or by any other legal or equitable proceeding, while in the hands
of the Company.
15.  Reservation of Shares.  During the term of this Plan, the Company will
reserve a sufficient number of Shares to satisfy the requirements of the Plan.
16.  No Right to Continued Employment.  Neither the Plan nor any Option shall
confer upon an Optionee any right with respect to continuing the Optionee's
employment or consulting relationship with the Company, nor shall they interfere
in any way with the Optionee's right or the Company's right to terminate such
employment or consulting relationship at any time, with or without cause.
17.  Governing Law.  The Plan shall be governed by, and construed in accordance
with the laws of the State of Delaware (without giving effect to conflicts of
law principles).
18.  Definitions.  As used herein, the following definitions shall apply:
     "Administrator" means the Board or any Committee administering the Plan in
     accordance with Section 12.
     "Applicable Laws" means the legal requirements relating to the
     administration of stock option plans under state corporate and securities
     laws and the Code.
     "Board" means the Board of Directors of the Company.
     "Code" means the Internal Revenue Code of 1986 and related regulations, as
     "Committee" means any Committee appointed by the Board in accordance with
     Section 12.
     "Common Stock" means the Common Stock, $.0001 par value, of the Company.
     "Company" means Learning Tree International, Inc.
     "Consultant" means any person, including an advisor, engaged by the
     Company, a Parent or Subsidiary to render services and who is compensated
     for such services.
     "Continuous Relationship" means that the employment or consulting
     relationship or directorship is not interrupted or terminated by the
     Company, any Parent or Subsidiary.  Continuous Relationship shall not be
     considered interrupted in the case of: (i) any leave of absence approved by
     the Board, 
     including sick leave, military leave, or any other personal leave;
     provided, however, that for purposes of Incentive Stock Options, any such
     leave may not exceed ninety (90) days, unless reemployment upon the
     expiration of such leave is guaranteed by contract (including certain
     Company polices) or statute; or (ii) transfers between locations of the
     Company or between the Company, its Parent, its Subsidiaries or its
     successor. In the case of a consultant, the manner of determining the
     duration of the "Continuous Relationship" may be set out in the Option
     Agreement, which will then control.
     "Director" means a member of the Board.
     "Disability" means total and permanent disability as defined in Section
     22(e)(3) of the Code.
     "Employee" means any person, including Officers and Directors, employed by
     the Company or any Parent or Subsidiary.  Neither service as a Director nor
     payment of a director's fee by the Company shall be sufficient to
     constitute "employment" by the Company.
     "Exchange Act" means the Securities Exchange Act of 1934, as amended.
     "Fair Market Value" means, as of any date, the value of Common Stock
     determined as follows:
          (i) If the Common Stock is listed on any established stock exchange or
          a national market system, including without limitation, the National
          Market of the National Association of Securities Dealers, Inc.
          Automated Quotation ("NASDAQ") System, the Fair Market Value of a
          Share of Common Stock shall be the closing sales price for such stock
          (or the closing bid, if no sales are reported) as quoted on such
          system or exchange (or the exchange with the greatest volume of
          trading in Common Stock) on the last market trading day prior to the
          day of determination, as reported in the Wall Street Journal or such
          other source as the Administrator deems reliable;
          (ii) If the Common Stock is quoted on the NASDAQ System (but not on
          the National Market thereof) or is regularly quoted by recognized
          securities dealers but selling prices are not reported, the Fair
          Market Value of a Share of Common Stock shall be the mean between the
          high bid and low asked prices for the Common Stock on the last market
          trading day prior to the day of determination, as reported in the Wall
          Street journal or such other source as the Administrator deems
     In the absence of any established market for the Common Stock, the Fair
     Market Value shall be determined in good faith by the Administrator.
     "Incentive Stock Option" means an Option intended to qualify as an
     incentive stock option within the meaning of Section 422 of the Code.
     "Nonstatutory Stock Option" means an Option not intended to qualify as an
     Incentive Stock Option.
     "Officer" means a person who is an officer of the Company within the
     meaning of Section 16 of the Exchange Act and the rules and regulations
     promulgated thereunder.
     "Option" means a stock option granted pursuant to the Plan.
     "Option Agreement" means a written agreement between the Company and an
     Optionee evidencing the terms and conditions of an individual Option grant.
     Every Option Agreement is subject to the terms and conditions of the Plan.
     "Option Exchange Program" means a plan under which outstanding options are
     surrendered in exchange for options with a lower exercise price.
     "Optioned Stock" means the Common Stock subject to an Option.
     "Optionee" means an Employee, Director or Consultant who holds an
     outstanding Option.
     "Parent" means a "parent corporation" of the Company, whether now or
     hereafter existing, as defined in Section 424(e) of the Code.
     "Plan" means this 1999 Stock Option Plan.
     "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to Rule
     16b-3, as in effect when discretion is being exercised with respect to the
     "Section 162(m)" means Section 162(m) of the Code.
     "Share" means a share of the Common Stock, as adjusted in accordance with
     Section 10 of the Plan.
     "Significant Owner" means an Employee who, at the time an Incentive Stock
     Option is granted, owns stock representing more than ten percent (10%) of
     the voting power of all classes of stock of the Company or any 
     Parent or Subsidiary.
     "Subsidiary" means a "subsidiary corporation" of the Company, whether now
     or hereafter existing, as defined in Section 424(f) of the Code.
     "Termination Event" means the determination of the Company that either of
     the following has occurred: (i) any use or disclosure by an Optionee of
     confidential information or trade secrets of the Company or any Parent or
     Subsidiary in violation of any confidentiality, non-competition or
     nondisclosure agreement by which the Optionee is bound, or (ii) the
     termination of Optionee's Continuous Relationship for cause as defined
     pursuant to applicable law, as a result of a breach of Optionee's
     employment or consulting agreement, theft, fraud or embezzlement, or any
     disclosure or use of confidential information or trade secrets described in
     part (i) of this paragraph.