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<P ALIGN="CENTER">As filed with the Securities and Exchange Commission on September 15, 2003 </P>
<P ALIGN="CENTER">Registration No. 333-______ </P>

<B><FONT SIZE=5><P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION </P>
</B></FONT><FONT SIZE=4><P ALIGN="CENTER">WASHINGTON, D.C. 20549 </P>
</FONT><FONT SIZE=2>
</FONT><B><FONT SIZE=5><P ALIGN="CENTER">FORM S-8 </P>
</B></FONT><FONT SIZE=2>
<B><P ALIGN="CENTER">REGISTRATION STATEMENT </P>
</B>
<B><P ALIGN="CENTER">UNDER THE SECURITIES ACT OF 1933 </P>
</B>
</FONT><B><FONT SIZE=5><P ALIGN="CENTER">THE ARISTOTLE CORPORATION</P>
</B></FONT><FONT SIZE=2><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">(Exact name of registrant as specified in its charter) </P>
</FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 WIDTH=649>
<TR><TD VALIGN="MIDDLE">
<FONT FACE="Courier New" SIZE=2><P>        </FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Delaware&nbsp;</FONT><FONT FACE="Courier New" SIZE=2>                                                </FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
06-1165854</P>
<P>(State or other jurisdiction of</FONT><FONT FACE="Courier New" SIZE=2>                                 </FONT><FONT SIZE=2><font face="Courier New">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</font>(I.R.S. Employer Identification Number)</P>
<P>incorporation or organization)</P>
</FONT></TD>
</TR>
</TABLE>
</CENTER>

<B><FONT SIZE=2><P ALIGN="CENTER">96 CUMMINGS POINT ROAD</P>
<P ALIGN="CENTER">STAMFORD, CONNECTICUT 06902</P>
<P ALIGN="CENTER">(203) 358-8000</P>
</B><P ALIGN="CENTER">(Address, including zip code, and telephone number, including area code, of </P>
<P ALIGN="CENTER">registrant's principal executive offices) </P>
<P ALIGN="CENTER"></P>
<B><P ALIGN="CENTER">THE ARISTOTLE CORPORATION</P>
<P ALIGN="CENTER">1997 EMPLOYEE AND DIRECTOR STOCK PLAN</P>
</B><P ALIGN="CENTER">(Full title of the Plan) </P>

<B><P ALIGN="CENTER">H. WILLIAM SMITH</P>
<P ALIGN="CENTER">VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY</P>
<P ALIGN="CENTER">THE ARISTOTLE CORPORATION</P>
<P ALIGN="CENTER">96 CUMMINGS POINT ROAD</P>
<P ALIGN="CENTER">STAMFORD, CONNECTICUT 06902</P>
<P ALIGN="CENTER">(203) 358-8000</P>
</B><P ALIGN="CENTER">(Name, address and telephone number, including area code, of agent for service) </P>
</FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 WIDTH=720>
<TR><TD VALIGN="MIDDLE">
<FONT FACE="Courier New" SIZE=1><P>&nbsp;</P>
<P>&nbsp;</P>
<P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P>
<P>-----------------------------------------------------------------------------------------------------------------------</P>
<P>TITLE OF SECURITIES TO BE&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
PROPOSED MAXIMUM&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; PROPOSED MAXIMUM&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
AMOUNT OF</P>
<P>REGISTERED&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
AMOUNT TO BE&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; OFFERING PRICE PER&nbsp;&nbsp;&nbsp;&nbsp;
AGGREGATE OFFERING&nbsp;&nbsp;&nbsp; REGISTRATION </P>
<P>                                 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
REGISTERED(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; SHARE (2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
PRICE&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
FREE</P>
<P>-------------------------------- ---------------------- ----------------------  ---------------------- ----------------</P>

<P>SERIES I PREFERRED STOCK, PAR VALUE </P>
<P>$.01 PER SHARE&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
30,000&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
$5.88&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
$176,400&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
$14.27</P>
<P ALIGN="JUSTIFY">                                  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2,900&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
$4.63&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
$ 13,427&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
$ 1.09  </P>
</FONT><FONT SIZE=2><P>                                                           </FONT><FONT FACE="Courier New" SIZE=1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
10,000&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
$5.00&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
$ 50,000&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
$ 4.05</P>
<P>                                  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3,500&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
$6.00&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
$ 21,000&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
$ 1.70</P>
<P>                                  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1,000&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
$4.64&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
$  4,640&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp; $  .38</P>
<P>                                  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
7,500&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
$5.63&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
$ 42,225&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
$ 3.42</P>
<P>                                  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1,000&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
$5.99&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
$  5,990&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp; $  .48        </FONT></TD>
</TR>
</TABLE>
</CENTER>

<OL>

<FONT SIZE=2><P ALIGN="JUSTIFY"><LI>The number of shares of Series I Preferred Stock, par value $.01 per share ("Series I Preferred Stock"), stated above consists of the aggregate number of shares which may be sold upon the exercise of options which have been granted under The Aristotle Corporation 1997 Employee and  Director Stock Plan, (the "Plan").   The maximum number of shares which may be sold upon the exercise of such options is subject to adjustment in accordance with certain anti-dilution and other provisions of the Plan.  Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation of any such anti-dilution and other provisions.  Options outstanding under the Plan as of June 17, 2002, the date of the merger of Nasco International,, Inc. with and into The Aristotle Corporation (the &quot;Registrant&quot; or the &quot;Company&quot;), are exercisable for one share of the Company's common stock, par value $.01 per share, and one share of Series I Preferred Stock</LI>
<P ALIGN="JUSTIFY"></P>
<LI>This calculation is made solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(h) under the Securities Act and, in the case of shares of Series I Preferred Stock which may be purchased upon exercise of outstanding options, the fee is calculated on the basis of the price at which options may be exercised. </LI></OL>


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<B>
<P ALIGN="CENTER">PART I </P>
</B>
<B><P ALIGN="CENTER">INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS </P>
</B>
<P ALIGN="JUSTIFY">In accordance with the rules and regulations of the Securities and Exchange Commission (the "Commission"), the documents containing the information called for in Part I of Form S-8 will be sent or given to individuals who participate in The Aristotle Corporation's 1997 Employee and Director and o Stock Plan and are not being filed with or included in this Form S-8. </P>

<B><P>ITEM 1. PLAN INFORMATION. </P>
</B>
<P>Not required to be filed with this Registration Statement. </P>

<B><P>ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. </P>
</B>
<P>Not required to be filed with this Registration Statement. </P>

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<P ALIGN="CENTER">&nbsp;</P>
<B><P ALIGN="CENTER">PART II </P>
</B>
<B><P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT </P>
</B>
<B><P>ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. </P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The following documents filed with the Commission by The Company pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act") are incorporated by reference herein: </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 ("Annual Report"), filed on March 28, 2003. </P>

<P ALIGN="JUSTIFY">(b)   (i)  The Registrant's Current Report on Form 8-K, filed on February 28, 2003; </P>
<P ALIGN="JUSTIFY"></P>
<OL START=2 TYPE="i">

<P ALIGN="JUSTIFY"><LI>The Registrant's Current Report on Form 8-K, filed on May 2, 2003; </LI>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, filed on            May 13, 2003;     </LI>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI> The Registrant's Current Report on Form 8-K, filed on August 5, 2003; </LI>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>The Registrant's Current Report on Form 8-K, filed on September 2, 2003; and </LI>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed on August 12, 2003.</LI></OL>

<P ALIGN="JUSTIFY"> </P>
<P ALIGN="JUSTIFY">(c) The description of the Registrant's Series I Preferred Stock set forth in the Registrant's Registration Statement on Form S-4 (as amended) (Registration No. 333-86026), filed April 11, 2002.</P>
<P ALIGN="JUSTIFY">     </P>
<P ALIGN="JUSTIFY">In addition to the foregoing, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment indicating that all of the securities offered hereunder have been sold or deregistering 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 filing of such documents. Any statement contained in a document incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that is also 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. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The Registrant will provide, without charge, to each person, including any beneficial owner, to whom this document is delivered, upon written or oral request of such person, a copy of any or all of the documents incorporated herein by reference (other than exhibits, unless such exhibits specifically are incorporated by reference into such documents or this document). Requests for such documents should be submitted in writing, addressed to the office of the Corporate Secretary, The Aristotle Corporation, 96 Cummings Point Road, Stamford, Connecticut 06902. </P>

<B><P>ITEM 4. DESCRIPTION OF SECURITIES. </P>
</B>
<P>Not applicable. </P>

<B><P>ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. </P>
</B>
<P>None. </P>

<B><P>ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. </P>
</B>
<P ALIGN="JUSTIFY">Section  145 of the Delaware General Corporation Law  ("DGCL") provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation or is or was serving at its request in such capacity in another corporation or business association, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DCGL, or (iv) for any transaction from which the director derived an improper personal benefit.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">As permitted by Section 102(b)(7) of the DGCL, the Registrant's Amended and Restated Certificate of Incorporation includes a provision that limits a director's personal liability to the Registrant or its stockholders for monetary damages for breaches of his or her fiduciary duty as a director.  Article 10 of the Registrant's Amended and Restated Certificate of Incorporation provides that no director of the Registrant shall be personally liable to the Registrant or its stockholders for monetary damages of fiduciary duty to the fullest extent permitted by the DGCL.  Furthermore, Article 11 of the Registrant's Amended and Restated Certificate of Incorporation provides that the Registrant will indemnify, and advance expenses to, directors and officers subject only to limits created by applicable Delaware law.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">As permitted by Section 145 of the DGCL, Article IX of the Registrant's Amended and Restated Bylaws provides that, to the fullest extent permitted by the DGCL, directors, officers and certain other persons who are made, or are threatened to be made, parties to, or are involved in, any action, suit or proceeding will be indemnified by the Registrant with respect thereto. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The Registrant maintains insurance policies under which its directors and officers are insured, within the limits and subject to the limitations of the policies, against expenses in connection with the defense of actions, suits or proceedings, and certain liabilities that might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of having been directors or officers of the Registrant. </P>
<P ALIGN="JUSTIFY"></P>
<B><P>ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. </P>
</B>
<P>Not applicable. </P>

<P>&nbsp;</P>
<B><P>ITEM 8. EXHIBITS. </P>
</B></FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 WIDTH=649>
<TR><TD VALIGN="MIDDLE">
<FONT FACE="Courier New" SIZE=2><P>&nbsp;</P>
</FONT><FONT SIZE=2><P> Exhibit</P>
<P> No.                      Description</P>
<P>-------                     -----------</P>
<DIR>
<DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">4.1                     Amended and Restated Certificate of Incorporation of The Aristotle Corporation (filed as Exhibit 3.1  to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, and incorporated herein by this reference).</P>
<P ALIGN="JUSTIFY"></P>
<P>4.2          4.2                      Amended and Restated Bylaws of The Aristotle Corporation (filed as Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, and  incorporated herein by this reference).</P>
<P ALIGN="JUSTIFY"></P></DIR>
</DIR>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">4.3                      The Aristotle Corporation 1997 Employee and Director l Stock Plan.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">5.1                       Opinion of H. William Smith, Esq.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">23.1                     Consent of H. William Smith, Esq. (filed as part of Exhibit 5.1).</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">23.2                     Consent of KPMG LLP.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">24.1                      Power of Attorney (included on the signature page hereof).</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<B><P ALIGN="JUSTIFY"> ITEM 9.             UNDERTAKINGS</B>.</P>
</FONT><FONT FACE="Courier New" SIZE=2><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">            </FONT><FONT SIZE=2>(a) The undersigned Registrant hereby undertakes:</P>
<P ALIGN="JUSTIFY"></P><DIR>
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<P ALIGN="JUSTIFY"> (1) To file, during any period in which offers or sales are being made, a post-effective amendment to                           this registration statement;</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">                                  (i) To include any prospectus required by Section 10(a)(3) of the Securities Act;</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">                                  (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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">                                   (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;</P>
</FONT><FONT FACE="Courier New" SIZE=2><P ALIGN="JUSTIFY"></P>
</FONT><FONT SIZE=2><P>&nbsp;</DIR>
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</TABLE>
</CENTER>

<FONT SIZE=2><P>&nbsp;</P>
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<P ALIGN="JUSTIFY">provided, however that paragraphs (a)(1)(i) and (a)(1)(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 the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference into the registration statement; </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(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; and </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(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. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 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. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event a claim for indemnification against such liabilities (other than the payment by the Registrant 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, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<B><P ALIGN="JUSTIFY">SIGNATURES </P>
</B>
<P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act, 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 the City of Stamford, State of Connecticut on this -- day of September, 2003</P>

<B><P ALIGN="CENTER">&#9;&#9;&#9;&#9;&#9;&#9;  THE ARISTOTLE CORPORATION</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">&nbsp;</P>
<P>                                                                                                    </B><I>By /s/ Steven B. Lapin</P>

<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;__________________</P>
<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;Steven B. Lapin</P>
<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;President and Chief Operating Officer</P>
<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;(Principal Executive Officer)</P>
<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;September 15, 2003</P>
</I>
<P ALIGN="JUSTIFY">KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below (the "undersigned") constitutes and appoints Steven B. Lapin and Dean T. Johnson and either of them the undersigned's true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents, each acting alone, or their substitutes, may lawfully do or cause to be done by virtue hereof. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.</P>
<P ALIGN="JUSTIFY"></P>
<I><P ALIGN="JUSTIFY">         <U>Signature</U>&#9;&#9;&#9;             <U>Title</U>&#9;&#9;&#9;&#9;         <U>Date</P>
</U><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">/s/ <U>Steven B. Lapin</U>&#9;President, Chief Operating Officer and&#9;&#9; September15, 2003</P>
<P ALIGN="JUSTIFY">&#9;&#9;&#9;Director (Principal Executive Officer)</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">/s/ <U>Dean T. Johnson</U>&#9;Vice President and Chief Financial Officer&#9;&#9; September15, 2003</P>
<P ALIGN="JUSTIFY">&#9;&#9;&#9;(Principal Financial and Accounting Officer)</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">/s/ <U>John J. Crawford</U>&#9;Director&#9;&#9;&#9;&#9;&#9;&#9;September15, 2003</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">/s/ <U>John L. Lahey</U>&#9;&#9;Director&#9;&#9;&#9;&#9;&#9;&#9;September15, 2003</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">/s/ <U>Donald T. Netter</U>&#9;Director&#9;&#9;&#9;&#9;&#9;&#9;September15, 2003</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">/s/ <U>Edward Netter</U>&#9;&#9;Director&#9;&#9;&#9;&#9;&#9;&#9;September15, 2003</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">/s/ <U>Sharon M. Oster</U>&#9;Director&#9;&#9;&#9;&#9;&#9;&#9;September15, 2003</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">/s/ <U>James G. Tatum</U>&#9;Director&#9;&#9;&#9;&#9;&#9;&#9;September15, 2003</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">/s/ <U>Roy T.K. Thung</U>&#9;Director&#9;&#9;&#9;&#9;&#9;&#9;September15, 2003&#9;&#9;&#9;&#9;</P>
<P ALIGN="CENTER"></P>
</I><B><P ALIGN="CENTER">INDEX TO EXHIBITS</P>
</B></FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 WIDTH=649>
<TR><TD VALIGN="MIDDLE">
<FONT FACE="Courier New" SIZE=2><P>&nbsp;</P>
</FONT><FONT SIZE=2><P>Exhibit</P>
<P>No.</FONT><FONT FACE="Courier New" SIZE=2>               </FONT><FONT SIZE=2>Description</P>
</FONT><FONT FACE="Courier New" SIZE=2><P>-------          -----------</P>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<P>4.1               </FONT><FONT SIZE=2>Amended and Restated Certificate of Incorporation of The Aristotle Corporation, (filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the </P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<P>                                           quarter ended June 30, 2002, and incorporated herein by this reference).</P>
</FONT><FONT FACE="Courier New" SIZE=2><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

</FONT><FONT SIZE=2><P>4.2</FONT><FONT FACE="Courier New" SIZE=2>                </FONT><FONT SIZE=2>Amended and Restated Bylaws of The Aristotle Corporation, (filed as Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, and incorporated herein by this reference).</P>
</FONT><FONT FACE="Courier New" SIZE=2>
</FONT><FONT SIZE=2><P>4.3                                      The Aristotle Corporation 1997 Employee and Director Stock Plan.</P>
</FONT><FONT FACE="Courier New" SIZE=2></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

</FONT><FONT SIZE=2><P>5.1</FONT><FONT FACE="Courier New" SIZE=2>                </FONT><FONT SIZE=2>Opinion of H. William Smith, Esq.</P>
</FONT><FONT FACE="Courier New" SIZE=2>
</FONT><FONT SIZE=2><P>23.1</FONT><FONT FACE="Courier New" SIZE=2>               </FONT><FONT SIZE=2>Consent of H. William Smith, Esq. (filed as part of Exhibit 5.1).</P>
</FONT><FONT FACE="Courier New" SIZE=2>
</FONT><FONT SIZE=2><P>23.2</FONT><FONT FACE="Courier New" SIZE=2>               </FONT><FONT SIZE=2>Consent of KPMG LLP.</P>
</FONT><FONT FACE="Courier New" SIZE=2>
</FONT><FONT SIZE=2><P>24.1</FONT><FONT FACE="Courier New" SIZE=2>               </FONT><FONT SIZE=2>Power of Attorney (included on the signature page hereof).</P>
</FONT><FONT FACE="Courier New" SIZE=2>
</FONT><FONT SIZE=2><P>&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<FONT SIZE=2><P>&nbsp;</P>
<P>&nbsp;</P>
<B>
<P ALIGN="CENTER">&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;Exhibit 4.3</P>
<P ALIGN="CENTER">THE ARISTOTLE CORPORATION </P>
</B>
<B><P ALIGN="CENTER">1997 EMPLOYEE AND DIRECTOR STOCK PLAN </P>
</B>
<P>1. &#9;DEFINITIONS. &#9;&#9;</P>

<P ALIGN="JUSTIFY">Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this The Aristotle Corporation 1997 Employee and Director Stock Plan, have the following meanings: </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Administrator means the Board of Directors, unless it has delegated power to act on its behalf to the Committee, in which case the Administrator means the Committee. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Affiliate means a corporation which, for purposes of Section 424 of the Code, is a parent or subsidiary of the Company, direct or indirect. </P>

<P>Board of Directors means the Board of Directors of the Company. </P>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">Code means the United States Internal Revenue Code of 1986, as amended.</P>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">Committee means the committee of the Board of Directors to which the Board of Directors has delegated power to act under or pursuant to the provisions of the Plan. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Common Stock means shares of the Company's common stock, $.01 par value per share. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Company means The Aristotle Corporation, a Delaware corporation. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Disability or Disabled means permanent and total disability as defined in Section 22(e)(3) of the Code. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Fair Market Value of a Share of Common Stock means: </P>

<P ALIGN="JUSTIFY">1)&#9;If the Common Stock is listed on a national securities exchange or traded in the over-the-counter market and sales prices are regularly reported for the Common Stock, the closing or last price of the Common Stock on the Composite Tape or other comparable reporting system for the trading day immediately preceding the applicable date; </P>

<P ALIGN="JUSTIFY">(2) &#9;If the Common Stock is not traded on a national securities exchange but is traded on the over-the-counter market, if sales prices are not regularly reported for the Common Stock for the trading day referred to in clause (1), and if bid and asked prices for the Common Stock are regularly reported, the mean between the bid and the asked price for the Common Stock at the close of trading in the over-the-counter market for the trading day on which Common Stock was traded immediately preceding the applicable date; and </P>

<P ALIGN="JUSTIFY">(3) &#9;If the Common Stock is neither listed on a national securities exchange nor traded in the over-the-counter market, such value as the Administrator, in good faith, shall determine. </P>

<P>ISO means an option meant to qualify as an incentive stock option under Section 422 of the Code.<B> </P>
</B>
<P ALIGN="JUSTIFY">Key Employee means an employee of the Company or of an Affiliate (including, without limitation, an employee who is also serving as an officer or director of the Company or of an Affiliate), designated by the Administrator to be eligible to be granted one or more Stock Rights under the Plan. </P>

<P>Non-Qualified Option means an option which is not intended to qualify as an ISO. </P>

<P>Option means an ISO or Non-Qualified Option granted under the Plan. </P>

<P ALIGN="JUSTIFY">Option Agreement means an agreement between the Company and a Participant delivered pursuant to the Plan, in such form as the Administrator shall approve. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Participant means a Key Employee or director to whom one or more Stock Rights are granted under the Plan. As used herein, "Participant" shall include "Participant's Survivors" where the context requires. </P>

<P>Plan means this The Aristotle Corporation 1997 Employee and </P>
<P>Director Stock Plan. </P>

<P ALIGN="JUSTIFY">Shares means shares of the Common Stock as to which Stock Rights have been or may be granted under the Plan or any shares of capital stock into which the Shares are changed or for which they are exchanged within the provisions of Paragraph 3 of the Plan. The Shares issued under the Plan may be authorized and unissued shares or shares held by the Company in its treasury, or both. </P>

<P>Stock Grant means a grant by the Company of Shares under the Plan. </P>

<P ALIGN="JUSTIFY">Stock Grant Agreement means an agreement between the Company and a Participant delivered pursuant to the Plan, in such form as the Administrator shall approve. </P>

<P>Stock Right means a right to Shares of the Company granted pursuant to the Plan -- an ISO, a Non-Qualified Option or a Stock Grant. </P>

<P ALIGN="JUSTIFY">Survivors means a deceased Participant's legal representatives and/or any person or persons who acquired the Participant's rights to a Stock Right by will or by the laws of descent and distribution. </P>

<P>2. &#9;PURPOSES OF THE PLAN. </P>

<P>The Plan is intended to encourage ownership of Shares by Key Employees and directors of the Company in order to attract such people, to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non-Qualified Options and Stock Grants. </P>

<P>3. &#9;SHARES SUBJECT TO THE PLAN. </P>

<P ALIGN="JUSTIFY">The number of Shares which may be issued from time to time pursuant to this Plan shall be 150,000 or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 23 of the Plan. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">If an Option ceases to be "outstanding", in whole or in part, or if the Company shall reacquire any Shares issued pursuant to a Stock Grant, the Shares which were subject to such Option and any Shares so reacquired by the Company shall be available for the granting of other Stock Rights under the Plan. Any Option shall be treated as "outstanding" until such Option is exercised in full, or terminates or expires under the provisions of the Plan, or by agreement of the parties to the pertinent Option Agreement. </P>

<P>4. &#9;ADMINISTRATION OF THE PLAN. </P>

<P ALIGN="JUSTIFY">The Administrator of the Plan will be the Board of Directors, except to the extent the Board of Directors delegates its authority to the Committee, in which case the Committee shall be the Administrator. Subject to the provisions of the Plan, the Administrator is authorized to: </P>

<P ALIGN="JUSTIFY">a.&#9; Interpret the provisions of the Plan or of any Option or Stock Grant and to make all rules and determinations which it deems necessary or advisable for the administration of the Plan; </P>

<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">b.&#9; Determine which employees of the Company or of an Affiliate shall be designated as Key Employees and which of the Key Employees and directors shall be granted Stock Rights; </P>

<P>c. &#9;Determine the number of Shares for which a Stock Right or Stock Rights shall be granted, provided, however, that in no event shall Stock Rights with respect to more than 30,000 shares be granted to any Participant in any fiscal year; and </P>

<P ALIGN="JUSTIFY">d.&#9; Specify the terms and conditions upon which a Stock Right or Stock Rights may be granted;</P>
<P ALIGN="JUSTIFY">provided, however, that all such interpretations, rules, determinations, terms and conditions shall be made and prescribed in the context of preserving the tax status under Section 422 of the Code of those Options which are designated as ISOs. Subject to the foregoing, the interpretation and construction by the Administrator of any provisions of the Plan or of any Stock Right granted under it shall be final, unless otherwise determined by the Board of Directors, if the Administrator is the Committee. </P>

<P>5.&#9;ELIGIBILITY FOR PARTICIPATION. </P>

<P ALIGN="JUSTIFY">The Administrator will, in its sole discretion, name the Participants in the Plan, provided, however, that each Participant must be a Key Employee or director of the Company or of an Affiliate at the time a Stock Right is granted. Notwithstanding the foregoing, the Administrator may authorize the grant of a Stock Right to a person not then an employee or director of the Company or of an Affiliate; provided, however, that the actual grant of such Stock Right shall be conditioned upon such person becoming eligible to become a Participant at or prior to the time of the delivery of the Agreement evidencing such Stock Right. ISOs may be granted only to Key Employees. Non-Qualified Options and Stock Grants may be granted to any Key Employee or director of the Company or an Affiliate. The granting of any Stock Right to any individual shall neither entitle that individual to, nor disqualify him or her from, participation in any other grant of Stock Rights. </P>

<P>6.&#9;TERMS AND CONDITIONS OF OPTIONS. </P>

<P ALIGN="JUSTIFY">Each Option shall be set forth in writing in an Option Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Administrator may provide that Options be granted subject to such conditions as the Administrator may deem appropriate including, without limitation, subsequent approval by the shareholders of the Company of this Plan or any amendments thereto. The Option Agreements shall be subject to at least the following terms and conditions: </P>

<P ALIGN="JUSTIFY">A.&#9; Non-Qualified Options: Each Option intended to be a Non-Qualified Option shall be subject to the terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards for any such Non-Qualified Option: </P>

<P ALIGN="JUSTIFY">a.&#9;Option Price: Each Option Agreement shall state the option price (per share) of the Shares covered by each Option, which option price shall be determined by the Administrator but shall not be less than the par value per share of Common Stock. </P>

<P>b.&#9;Each Option Agreement shall state the number of Shares to which it pertains; </P>

<P ALIGN="JUSTIFY">c. &#9;each Option Agreement shall state the date or dates on which it first is exercisable and the date after which it may no longer be exercised, and may provide that the Option rights accrue or become exercisable in installments over a period of months or years, or upon the occurrence of certain conditions or the attainment of stated goals or events; and </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">d. &#9;exercise of any Option may be conditioned upon the Participant's execution of a Share purchase agreement in form satisfactory to the Administrator providing for certain protections for the Company and its other shareholders, including requirements that: </P>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">i. The Participant's or the Participant's Survivors' right to sell or transfer the Shares may be restricted; and </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">ii. The Participant or the Participant's Survivors may be required to execute letters of investment intent and must also acknowledge that the Shares will bear legends noting any applicable restrictions. </P>
<P ALIGN="JUSTIFY"></P></DIR>
</DIR>

<P ALIGN="JUSTIFY">e.&#9;Directors' Options: Each director of the Company who is not an employee of or consultant to the Company or any Affiliate, upon first being elected to the Board of Directors, shall be granted a Non-Qualified Option to purchase 2,500 Shares. Each such Option shall (i) have an exercise price equal to the Fair Market Value (per share) of the Shares on the date of grant of the Option, (ii) have a term of ten years, and (iii) become exercisable in full upon completion of one full year of service on the Board of Directors after the date of grant. </P>

<P ALIGN="JUSTIFY">Any director serving on the Board of Directors on October 30, 1997, who is not an employee of or consultant to the Company or any Affiliate, shall be granted a Non-Qualified Option to purchase 2,500 shares as of such date. Each such Option shall (i) have an exercise price equal to the Fair Market Value (per share) of the Shares on the date of grant of the Option, (ii) have a term of ten years, and (iii) be immediately exercisable in full. </P>

<P ALIGN="JUSTIFY">On the date of each reelection to the Board of Directors, provided that on such dates the director has been in the continued and uninterrupted service as a director of the Company since his or her initial election or appointment and is not an employee of or consultant to the Company or any Affiliate, each director will be granted a Non-Qualified Option to purchase 1,000 Shares. Each such Option shall (i) have an exercise price equal to the Fair Market Value (per share) of the Shares on the date of grant of the Option, (ii) have a term of ten years, and (iii) become exercisable in full upon completion of one full year of service on the Board of Directors after the date of grant. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Any director entitled to receive an Option under this subparagraph may elect to decline the Option. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Except as otherwise provided in the pertinent Option Agreement, if a director who receives Options pursuant to this subparagraph: </P>

<P ALIGN="JUSTIFY">a.&#9;ceases to be a member of the Board of Directors for any reason other than death or Disability, any then unexercised Options granted to such director may be exercised by the director within a period of ninety (90) days after the date the director ceases to be a member of the Board of Directors, but only to the extent of the number of Shares with respect to which the Options are exercisable on the date the director ceases to be a member of the Board of Directors, and in no event later than the expiration date of the Option; or </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">b. &#9;ceases to be a member of the Board of Directors by reason of his or her death or Disability, any then unexercised Options granted to such director may be exercised by the director (or by the director's personal representative, or the director's Survivors) within a period of one hundred eighty (180) days after the date the director ceases to be a member of the Board of Directors, but only to the extent of the number of Shares with respect to which the Options are exercisable on the date the director ceases to be a member of the Board of Directors, and in no event later than the expiration date of the Option. </P>

<P ALIGN="JUSTIFY">B.&#9; ISOs: Each Option intended to be an ISO shall be issued only to a Key Employee and be subject to at least the following terms and conditions, with such additional restrictions or changes as the Administrator determines are appropriate but not in conflict with Section 422 of the Code and relevant regulations and rulings of the Internal Revenue Service: </P>

<P ALIGN="JUSTIFY">a.&#9;Minimum standards: The ISO shall meet the minimum standards required of Non-Qualified Options, as described in Paragraph 6(A) above, except clauses (a) and (e) thereunder. </P>

<P ALIGN="JUSTIFY">b.&#9;Option Price: Immediately before the Option is granted, if the Participant owns, directly or by reason of the applicable attribution rules in Section 424(d) of the Code: </P>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">i. Ten percent (10%) or less of the total combined voting power of all classes of stock of the Company or an Affiliate, the Option price per share of the Shares covered by each Option shall not be less than one hundred percent (100%) of the Fair Market Value per share of the Shares on the date of the grant of the Option. </P>

<P ALIGN="JUSTIFY">ii. More than ten percent (10%) of the total combined voting power of all classes of stock of the Company an Affiliate, the Option price per share of the Shares covered by each Option shall not be less than one hundred ten percent (110%) of the said Fair Market Value on the date of grant. </P>
</DIR>
</DIR>

<P>c. &#9;Term of Option: For Participants who own </P>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">i. Ten percent (10%) or less of the total combined voting power of all classes of stock of the Company or an Affiliate, each Option shall terminate not more than ten (10) years from the date of the grant or at such earlier time as the Option Agreement may provide. </P>

<P ALIGN="JUSTIFY">ii. More than ten percent (10%) of the total combined voting power of all classes of stock of the Company or an Affiliate, each Option shall terminate not more than five (5) years from the date of the grant or at such earlier time as the Option Agreement may provide. </P>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">d. &#9;Limitation on Yearly Exercise: The Option Agreements shall restrict the amount of Options which may be exercisable in any calendar year (under this or any other ISO plan of the Company or an Affiliate) so that the aggregate Fair Market Value (determined at the time each ISO is granted) of the stock with respect to which ISOs are exercisable for the first time by the Participant in any calendar year does not exceed one hundred thousand dollars ($100,000), provided that this subparagraph (d) shall have no force or effect if its inclusion in the Plan is not necessary for Options issued as ISOs to qualify as ISOs pursuant to Section 422(d) of the Code. </P>
<P ALIGN="JUSTIFY"></P>
<P>7. &#9;TERMS AND CONDITIONS OF STOCK GRANTS. </P>

<P ALIGN="JUSTIFY">Each offer of a Stock Grant to a Participant shall state the date prior to which the Stock Grant must be accepted by the Participant, and the principal terms of each Stock Grant shall be set forth in a Stock Grant Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Stock Grant Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards: </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(a) &#9;Each Stock Grant Agreement shall state the purchase price (per share), if any, of the Shares covered by each Stock Grant, which purchase price shall be determined by the Administrator but shall not be less than the minimum consideration required by the Delaware General Corporation Law on the date of the grant of the Stock Grant; </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(b)&#9; Each Stock Grant Agreement shall state the number of Shares to which the Stock Grant pertains; and </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(c) &#9;Each Stock Grant Agreement shall include the terms of any right of the Company to reacquire the Shares subject to the Stock Grant, including the time and events upon which such rights shall accrue and the purchase price therefor, if any. </P>
<P ALIGN="JUSTIFY"></P>
<P>8. &#9;EXERCISE OF OPTIONS AND ISSUE OF SHARES. </P>

<P ALIGN="JUSTIFY">An Option (or any part or installment thereof) shall be exercised by giving written notice to the Company at its principal executive office address, together with provision for payment of the full purchase price in accordance with this Paragraph for the Shares as to which the Option is being exercised, and upon compliance with any other condition(s) set forth in the Option Agreement. Such written notice shall be signed by the person exercising the Option, shall state the number of Shares with respect to which the Option is being exercised and shall contain any representation required by the Plan or the Option Agreement. Payment of the purchase price for the Shares as to which such Option is being exercised shall be made (a) in United States dollars in cash or by check, or (b) at the discretion of the Administrator, through delivery of shares of Common Stock having a Fair Market Value equal as of the date of the exercise to the cash exercise price of the Option, or (c) at the discretion of the Administrator, by having the Company retain from the shares otherwise issuable upon exercise of the Option, a number of shares having a Fair Market Value equal as of the date of exercise to the exercise price of the Option, or (d) at the discretion of the Administrator, by delivery of the grantee's personal recourse note bearing interest payable not less than annually at no less than 100% of the applicable Federal rate, as defined in Section 1274(d) of the Code, or (e) at the discretion of the Administrator, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Administrator, or (f) at the discretion of the Administrator, by any combination of (a), (b), (c), (d) and (e) above. Notwithstanding the foregoing, the Administrator shall accept only such payment on exercise of an ISO as is permitted by Section 422 of the Code. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The Company shall then reasonably promptly deliver the Shares as to which such Option was exercised to the Participant (or to the Participant's Survivors, as the case may be). In determining what constitutes "reasonably promptly," it is expressly understood that the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation (including, without limitation, state securities or "blue sky" laws) which requires the Company to take any action with respect to the Shares prior to their issuance. The Shares shall, upon delivery, be evidenced by an appropriate certificate or certificates for fully paid, non-assessable Shares. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The Administrator shall have the right to accelerate the date of exercise of any installment of any Option; provided that the Administrator shall not accelerate the exercise date of any installment of any Option granted to any Key Employee as an ISO (and not previously converted into a Non-Qualified Option pursuant to Paragraph 26) if such acceleration would violate the annual vesting limitation contained in Section 422(d) of the Code, as described in Paragraph 6.B.d. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The Administrator may, in its discretion, amend any term or condition of an outstanding Option provided (i) such term or condition as amended is permitted by the Plan, (ii) any such amendment shall be made only with the consent of the Participant to whom the Option was granted, or in the event of the death of the Participant, the Participant's Survivors, if the amendment is adverse to the Participant, and (iii) any such amendment of any ISO shall be made only after the Administrator, after consulting the counsel for the Company, determines whether such amendment would constitute a "modification" of any Option which is an ISO (as that term is defined in Section 424(h) of the Code) or would cause any adverse tax consequences for the holder of such ISO. </P>

<P>9. &#9;ACCEPTANCE OF STOCK GRANT AND ISSUE OF SHARES. </P>

<P ALIGN="JUSTIFY">A Stock Grant (or any part or installment thereof) shall be accepted by executing the Stock Grant Agreement and delivering it to the Company at its principal office address, together with provision for payment of the full purchase price, if any, in accordance with this Paragraph for the Shares as to which such Stock Grant is being accepted, and upon compliance with any other conditions set forth in the Stock Grant Agreement. Payment of the purchase price for the Shares as to which such Stock Grant is being accepted shall be made (a) in United States dollars in cash or by check, or (b) at the discretion of the Administrator, through delivery of shares of Common Stock having a fair market value equal as of the date of acceptance of the Stock Grant to the purchase price of the Stock Grant determined in good faith by the Administrator, or (c) at the discretion of the Administrator, by delivery of the grantee's personal recourse note bearing interest payable not less than annually at no less than 100% of the applicable Federal rate, as defined in Section 1274(d) of the Code,or (d) at the discretion of the Administrator, by any combination of (a), (b) and (c) above. </P>

<P ALIGN="JUSTIFY">The Company shall then reasonably promptly deliver the Shares as to which such Stock Grant was accepted to the Participant (or to the Participant's Survivors, as the case may be), subject to any escrow provision set forth in the Stock Grant Agreement. In determining what constitutes "reasonably promptly," it is expressly understood that the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation (including, without limitation, state securities or "blue sky" laws) which requires the Company to take any action with respect to the Shares prior to their issuance. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The Administrator may, in its discretion, amend any term or condition of an outstanding Stock Grant or Stock Grant Agreement provided (i) such term or condition as amended is permitted by the Plan, and (ii) any such amendment shall be made only with the consent of the Participant to whom the Stock Grant was made, if the amendment is adverse to the Participant. </P>

<P>10. &#9;RIGHTS AS A SHAREHOLDER. </P>

<P ALIGN="JUSTIFY">No Participant to whom a Stock Right has been granted shall have rights as a shareholder with respect to any Shares covered by such Stock Right, except after due exercise of the Option or acceptance of the Stock Grant and tender of the full purchase price, if any, for the Shares being purchased pursuant to such exercise or acceptance and registration of the Shares in the Company's share register in the name of the Participant. </P>
<P ALIGN="JUSTIFY"></P>
<P>11. &#9;ASSIGNABILITY AND TRANSFERABILITY OF STOCK RIGHTS.<U> </P>
</U>
<P ALIGN="JUSTIFY">By its terms, a Stock Right granted to a Participant shall not be transferable by the Participant other than (i) by will or by the laws of descent and distribution, or (ii) as otherwise determined by the Administrator and set forth in the applicable Option Agreement or Stock Grant Agreement. The designation of a beneficiary of a Stock Right by a Participant shall not be deemed a transfer prohibited by this Paragraph. Except as provided above, a Stock Right shall only be exercisable or may only be accepted, during the Participant's lifetime, by such Participant (or by his or her legal representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of any Stock Right or of any rights granted thereunder contrary to the provisions of this Plan, or the levy of any attachment or similar process upon a Stock Right, shall be null and void. </P>
<P ALIGN="JUSTIFY"></P><DIR>
<DIR>

<P ALIGN="JUSTIFY">12. &#9;EFFECT ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE" OR DEATH OR DISABILITY.</P>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">Except as otherwise provided in the pertinent Option Agreement in the event of a termination of service (whether as an employee or director ) with the Company or an Affiliate before the Participant has exercised an Option, the following rules apply: </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">a.&#9; A Participant who ceases to be an employee or director of the Company or of an Affiliate (for any reason other than termination "for cause", Disability, or death for which events there are special rules in Paragraphs 13, 14, and 15, respectively), may exercise any Option granted to him or her to the extent that the Option is exercisable on the date of such termination of service, but only within such term as the Administrator has designated in the pertinent Option Agreement. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">b.&#9; Except as provided in subparagraph (c) below, or Paragraph 14 or 15, in no event may an Option Agreement provide, if an Option is intended to be an ISO, that the time for exercise be later than three (3) months after the Participant's termination of employment. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">c. &#9;The provisions of this Paragraph, and not the provisions of Paragraph 14 or 15, shall apply to a Participant who subsequently becomes Disabled or dies after the termination of employment or director status, provided, however, in the case of a Participant's Disability or death within three (3) months after the termination of employment or director status, the Participant or the Participant's Survivors may exercise the Option within one (1) year after the date of the Participant's termination of employment, but in no event after the date of expiration of the term of the Option. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">d.&#9; Notwithstanding anything herein to the contrary, if subsequent to a Participant's termination of employment or termination of director status, but prior to the exercise of an Option, the Board of Directors determines that, either prior or subsequent to the Participant's termination, the Participant engaged in conduct which would constitute "cause", then such Participant shall forthwith cease to have any right to exercise any Option. </P>

<P ALIGN="JUSTIFY">e.&#9; A Participant to whom an Option has been granted under the Plan who is absent from work with the Company or with an Affiliate because of temporary disability (any disability other than a permanent and total Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant's employment or director status with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide. </P>

<P ALIGN="JUSTIFY">f.&#9; Except as required by law or as set forth in the pertinent Option Agreement, Options granted under the Plan shall not be affected by any change of a Participant's status within or among the Company and any Affiliates, so long as the Participant continues to be an employee or director of the Company or any Affiliate. </P>

<P>13. &#9;EFFECT ON OPTIONS OF TERMINATION OF SERVICE "FOR CAUSE". </P>

<P ALIGN="JUSTIFY">Except as otherwise provided in the pertinent Option Agreement, the following rules apply if the Participant's service (whether as an employee or director ) with the Company or an Affiliate is terminated "for cause" prior to the time that all his or her outstanding Options have been exercised: </P>

<P ALIGN="JUSTIFY">a.&#9; All outstanding and unexercised Options as of the time the Participant is notified his or her service is terminated "for cause" will immediately be forfeited. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">b.&#9; For purposes of this Plan, "cause" shall include (and is not limited to) dishonesty with respect to the Company or any Affiliate, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, and conduct substantially prejudicial to the business of the Company or any Affiliate. The determination of the Administrator as to the existence of "cause" will be conclusive on the Participant and the Company. </P>

<P ALIGN="JUSTIFY">c.&#9; "Cause" is not limited to events which have occurred prior to a Participant's termination of service, nor is it necessary that the Administrator's finding of "cause" occur prior to termination. If the Administrator determines, subsequent to a Participant's termination of service but prior to the exercise of an Option, that either prior or subsequent to the Participant's termination the Participant engaged in conduct which would constitute "cause", then the right to exercise any Option is forfeited. </P>

<P ALIGN="JUSTIFY">d.&#9; Any definition in an agreement between the Participant and the Company or an Affiliate, which contains a conflicting definition of "cause" for termination and which is in effect at the time of such termination, shall supersede the definition in this Plan with respect to such Participant. </P>

<P>14. &#9;EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY. </P>

<P ALIGN="JUSTIFY">Except as otherwise provided in the pertinent Option Agreement, a Participant who ceases to be an employee or director of the Company or of an Affiliate by reason of Disability may exercise any Option granted to such Participant: </P>

<P>a.&#9; To the extent exercisable but not exercised on the date of Disability; and </P>

<P ALIGN="JUSTIFY">b.&#9; In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights as would have accrued had the Participant not become Disabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days of such accrual period prior to the date of Disability. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">A Disabled Participant may exercise such rights only within a period of not more than one (1) year after the date of the Participant's termination of employment or directorship, as the case may be, notwithstanding that the Participant might have been able to exercise the Option as to some or all of the Shares on a later date if the Participant had not become disabled and had continued to be an employee or director or, if earlier, within the originally prescribed term of the Option. </P>

<P ALIGN="JUSTIFY">The Administrator shall make the determination both of whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such determination). If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination shall be paid for by the Company. </P>

<P>15. &#9;EFFECT ON OPTIONS OF DEATH WHILE AN EMPLOYEE OR DIRECTOR. </P>

<P ALIGN="JUSTIFY">Except as otherwise provided in the pertinent Option Agreement, in the event of the death of a Participant while the Participant is an employee or director of the Company or of an Affiliate, such Option may be exercised by the Participant's Survivors: </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">a. &#9;To the extent exercisable but not exercised on the date of death; and </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">b.&#9; In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights which would have accrued had the Participant not died prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days of such accrual period prior to the Participant's death. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">If the Participant's Survivors wish to exercise the Option, they must take all necessary steps to exercise the Option within one (1) year after the date of death of such Participant, notwithstanding that the decedent might have been able to exercise the Option as to some or all of the Shares on a later date if he or she had not died and had continued to be an employee or director or, if earlier, within the originally prescribed term of the Option. </P>
<U>
</U><P>16. &#9;EFFECT OF TERMINATION OF SERVICE ON STOCK GRANTS. </P>

<P ALIGN="JUSTIFY">In the event of a termination of service (whether as an employee or director) with the Company or an Affiliate for any reason before the Participant has accepted a Stock Grant, such offer shall terminate. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">For purposes of this Paragraph 16 and Paragraph 17 below, a Participant to whom a Stock Grant has been offered under the Plan who is absent from work with the Company or with an Affiliate because of temporary disability (any disability other than a permanent and total Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant's employment or director status with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">In addition, for purposes of this Paragraph 16 and Paragraph 17 below, any change of employment or other service within or among the Company and any Affiliates shall not be treated as a termination of employment or director status so long as the Participant continues to be an employee or director of the Company or any Affiliate. </P>

<P ALIGN="JUSTIFY">17. &#9;EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE OTHER THAN "FOR      &#9;CAUSE" OR DISABILITY.</P>

<P ALIGN="JUSTIFY">Except as otherwise provided in the pertinent Stock Grant Agreement, in the event of a termination of service (whether as an employee or director), other than termination "for cause," Disability, or death for which events there are special rules in Paragraphs 18, 19, and 20, respectively, before all Company rights of repurchase shall have lapsed, then the Company shall have the right to repurchase that number of Shares subject to a Stock Grant as to which the Company's repurchase rights have not lapsed. </P>
<P ALIGN="JUSTIFY"></P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>18. &#9;EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE "FOR CAUSE". </P>

<P ALIGN="JUSTIFY">Except as otherwise provided in the pertinent Stock Grant Agreement, the following rules apply if the Participant's service (whether as an employee or director) with the Company or an Affiliate is terminated "for cause": </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">a.&#9; All Shares subject to any Stock Grant shall be immediately subject to repurchase by the Company at the purchase price, if any, thereof. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">b.&#9; For purposes of this Plan, "cause" shall include (and is not limited to) dishonesty with respect to the employer, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, and conduct substantially prejudicial to the business of the Company or any Affiliate. The determination of the Administrator as to the existence of "cause" will be conclusive on the Participant and the Company. </P>

<P ALIGN="JUSTIFY">c.&#9; "Cause" is not limited to events which have occurred prior to a Participant's termination of service, nor is it necessary that the Administrator's finding of "cause" occur prior to termination. If the Administrator determines, subsequent to a Participant's termination of service, that either prior or subsequent to the Participant's termination the Participant engaged in conduct which would constitute "cause," then the Company's right to repurchase all of such Participant's Shares shall apply. </P>

<P ALIGN="JUSTIFY">d. &#9;Any definition in an agreement between the Participant and the Company or an Affiliate, which contains a conflicting definition of "cause" for termination and which is in effect at the time of such termination, shall supersede the definition in this Plan with respect to such Participant. </P>

<P>19. &#9;EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE FOR DISABILITY. </P>

<P ALIGN="JUSTIFY">Except as otherwise provided in the pertinent Stock Grant Agreement, the following rules apply if a Participant ceases to be an employee or director of the Company or of an Affiliate by reason of Disability: to the extent the Company's rights of repurchase have not lapsed on the date of Disability, they shall be exercisable; provided, however, that in the event such rights of repurchase lapse periodically, such rights shall lapse to the extent of a pro rata portion of the Shares subject to such Stock Grant as would have lapsed had the Participant not become Disabled prior to the end of the vesting period which next ends following the date of Disability. The proration shall be based upon the number of days of such vesting period prior to the date of Disability. </P>

<P ALIGN="JUSTIFY">The Administrator shall make the determination both of whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such determination). If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination shall be paid for by the Company. </P>

<P>20. &#9;EFFECT ON STOCK GRANTS OF DEATH WHILE AN EMPLOYEE OR DIRECTOR. </P>

<P ALIGN="JUSTIFY">Except as otherwise provided in the pertinent Stock Grant Agreement, the following rules apply in the event of the death of a Participant while the Participant is an employee or director of the Company or of an Affiliate: to the extent the Company's rights of repurchase have not lapsed on the date of death, they shall be exercisable; provided, however, that in the event such rights of repurchase lapse periodically, such rights shall lapse to the extent of a pro rata portion of the </P>

<P ALIGN="JUSTIFY">Shares subject to such Stock Grant as would have lapsed had the Participant not died prior to the end of the vesting period which next ends following the date of death. The proration shall be based upon the number of days of such vesting period prior to the Participant's death. </P>

<P>21. &#9;PURCHASE FOR INVESTMENT. </P>

<P ALIGN="JUSTIFY">Unless the offering and sale of the Shares to be issued upon the particular exercise or acceptance of a Stock Right shall have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended (the "1933 Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled: </P>

<P ALIGN="JUSTIFY">a.&#9; The person(s) who exercise(s) or accept(s) such Stock Right shall warrant to the Company, prior to the receipt of such Shares, that such person(s) are acquiring such Shares for their own respective accounts, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be bound by the provisions of the following legend which shall be endorsed upon the certificate(s) evidencing their Shares issued pursuant to such exercise or such grant: </P>

<P ALIGN="JUSTIFY">"The shares represented by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws." </P>

<P ALIGN="JUSTIFY">b.&#9; At the discretion of the Administrator, the Company shall have received an opinion of its counsel that the Shares may be issued upon such particular exercise or acceptance in compliance with the 1933 Act without registration thereunder. </P>

<P>22.&#9; DISSOLUTION OR LIQUIDATION OF THE COMPANY. </P>

<P ALIGN="JUSTIFY">Upon the dissolution or liquidation of the Company, all Options granted under this Plan which as of such date shall not have been exercised and all Stock Grants which have not been accepted will terminate and become null and void; provided, however, that if the rights of a Participant or a Participant's Survivors have not otherwise terminated and expired, the Participant or the Participant's Survivors will have the right immediately prior to such dissolution or liquidation to exercise or accept any Stock Right to the extent that the Stock Right is exercisable or subject to acceptance as of the date immediately prior to such dissolution or liquidation. </P>
<P ALIGN="JUSTIFY"></P>
<P>23&#9;ADJUSTMENTS. </P>

<P ALIGN="JUSTIFY">Upon the occurrence of any of the following events, a Participant's rights with respect to any Stock Right granted to him or her hereunder shall be adjusted as hereinafter provided, unless otherwise specifically provided in the pertinent Option Agreement or Stock Grant Agreement: </P>

<P ALIGN="JUSTIFY">A. &#9;Stock Dividends and Stock Splits. If (i) the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, or (ii) additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise or acceptance of such Stock Right may be appropriately increased or decreased proportionately, and appropriate adjustments may be made in the purchase price per share to reflect such events. The number of Shares subject to Options to be granted to directors pursuant to Paragraph 6(A)(e) shall also be proportionately adjusted upon the occurrence of such events. </P>

<P ALIGN="JUSTIFY">B.&#9; Consolidations or Mergers. If the Company is to be consolidated with or acquired by another entity in a merger, sale of all or substantially all of the Company's assets or otherwise (an "Acquisition"), the Administrator or the board of directors of any entity assuming the obligations of the Company hereunder (the "Successor Board"), shall, as to outstanding Options, either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the Shares then subject to such Options either the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition or securities of any successor or acquiring entity; or (ii) upon written notice to the Participants, provide that all Options must be exercised (either to the extent then exercisable or, at the discretion of the Administrator, all Options being made fully exercisable for purposes of this Subparagraph) at the end of which period the Options shall terminate; or (iii) terminate all Options in exchange for a cash payment equal to the excess of the Fair Market Value of the Shares subject to such Options (either to the extent then exercisable or, at the discretion of the Administrator, all Options being made fully exercisable for purposes of this Subparagraph) over the exercise price thereof. </P>

<P ALIGN="JUSTIFY">With respect to outstanding Stock Grants, the Administrator or the Successor Board, shall either (i) make appropriate provisions for the continuation of such Stock Grants by substituting on an equitable basis for the Shares then subject to such Stock Grants either the consideration payable with respect to the outstanding Shares of Common Stock in connection with the Acquisition or securities of any successor or acquiring entity; or (ii) upon written notice to the Participants, provide that all Stock Grants must be accepted (to the extent then subject to acceptance) within a specified number of days of the date of such notice, at the end of which period the offer of the Stock Grants shall terminate; or (iii) terminate all Stock Grants in exchange for a cash payment equal to the excess of the Fair Market Value of the Shares subject to such Stock Grants over the purchase price thereof, if any. In addition, in the event of an Acquisition, the Administrator may waive any or all Company repurchase rights with respect to outstanding Stock Grants. </P>

<P ALIGN="JUSTIFY">C. &#9;Recapitalization or Reorganization. In the event of a recapitalization or reorganization of the Company (other than a transaction described in Subparagraph B above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, a Participant upon exercising or accepting a Stock Right shall be entitled to receive for the purchase price, if any, paid upon such exercise or acceptance the securities which would have been received if such Stock Right had been exercised or accepted prior to such recapitalization or reorganization. </P>

<P ALIGN="JUSTIFY">D.&#9; Modification of ISOs. Notwithstanding the foregoing, any adjustments made pursuant to Subparagraph A, B or C with respect to ISOs shall be made only after the Administrator, after consulting with counsel for the Company, determines whether such adjustments would constitute a "modification" of such ISOs (as that term is defined in Section 424(h) of the Code) or would cause any adverse tax consequences for the holders of such ISOs. If the Administrator determines that such adjustments made with respect to ISOs would constitute a modification of such ISOs, it may refrain from making such adjustments, unless the holder of an ISO specifically requests in writing that such adjustment be made and such writing indicates that the holder has full knowledge of the consequences of such "modification" on his or her income tax treatment with respect to the ISO. </P>

<P>24. &#9;ISSUANCES OF SECURITIES. </P>

<P ALIGN="JUSTIFY">Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Stock Rights. Except as expressly provided herein, no adjustments shall be made for dividends paid in cash or in property (including without limitation, securities) of the Company prior to any issuance of Shares pursuant to a Stock Right. </P>

<P>25.&#9; FRACTIONAL SHARES. </P>

<P ALIGN="JUSTIFY">No fractional shares shall be issued under the Plan and the person exercising a Stock Right shall receive from the Company cash in lieu of such fractional shares equal to the Fair Market Value thereof. </P>

<P>26. &#9;CONVERSION OF ISOs INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOs<U>. </P>
</U>
<P ALIGN="JUSTIFY">The Administrator, at the written request of any Participant, may in its discretion take such actions as may be necessary to convert such Participant's ISOs (or any portions thereof) that have not been exercised on the date of conversion into Non-Qualified Options at any time prior to the expiration of such ISOs, regardless of whether the Participant is an employee of the Company or an Affiliate at the time of such conversion. Such actions may include, but not be limited to, extending the exercise period or reducing the exercise price of the appropriate installments of such Options. At the time of such conversion, the Administrator (with the consent of the Participant) may impose such conditions on the exercise of the resulting Non-Qualified Options as the Administrator in its discretion may determine, provided that such conditions shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to give any Participant the right to have such Participant's ISOs converted into Non-Qualified Options, and no such conversion shall occur until and unless the Administrator takes appropriate action. The Administrator, with the consent of the Participant, may also terminate any portion of any ISO that has not been exercised at the time of such conversion. </P>

<P>27. &#9;WITHHOLDING. </P>

<P ALIGN="JUSTIFY">In the event that any federal, state, or local income taxes, employment taxes, Federal Insurance Contributions Act withholdings or other amounts are required by applicable law or governmental regulation to be withheld from the Participant's salary, wages or other remuneration in connection with the exercise or acceptance of a Stock Right or in connection with a Disqualifying Disposition (as defined in Paragraph 28) or upon the lapsing of any right of repurchase, the Company may withhold from the Participant's compensation, if any, or may require that the Participant advance in cash to the Company, or to any Affiliate of the Company which employs or employed the Participant, the amount of such withholdings unless a different withholding arrangement, including the use of shares of the Company's Common Stock or a promissory note, is authorized by the Administrator (and permitted by law). For purposes hereof, the fair market value of the shares withheld for purposes of payroll withholding shall be determined in the manner provided in Paragraph 1 above, as of the most recent practicable date prior to the date of exercise. If the fair market value of the shares withheld is less than the amount of payroll withholdings required, the Participant may be required to advance the difference in cash to the Company or the Affiliate employer. The Administrator in its discretion may condition the exercise of an Option for less than the then Fair Market Value on the Participant's payment of such additional withholding. </P>
<P ALIGN="JUSTIFY"></P>
<P>28. &#9;NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION. </P>

<P ALIGN="JUSTIFY">Each Key Employee who receives an ISO must agree to notify the Company in writing immediately after the Key Employee makes a Disqualifying Disposition of any shares acquired pursuant to the exercise of an ISO. A Disqualifying Disposition is any disposition (including any sale) of such shares before the later of (a) two years after the date the Key Employee was granted the ISO, or (b) one year after the date the Key Employee acquired Shares by exercising the ISO. If the Key Employee has died before such stock is sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter. </P>

<P>29.&#9;TERMINATION OF THE PLAN. </P>

<P ALIGN="JUSTIFY">The Plan will terminate on August 27, 2007, the date which is ten (10) years from the earlier of the date of its adoption and the date of its approval by the shareholders of the Company. The Plan may be terminated at an earlier date by vote of the shareholders of the Company; provided, however, that any such earlier termination shall not affect any Option Agreements or Stock Grant Agreements executed prior to the effective date of such termination. </P>

<P>30. &#9;AMENDMENT OF THE PLAN AND AGREEMENTS. </P>

<P ALIGN="JUSTIFY">The Plan may be amended by the shareholders of the Company. The Plan may also be amended by the Administrator, including, without limitation, to the extent necessary to qualify any or all outstanding Stock Rights granted under the Plan or Stock Rights to be granted under the Plan for favorable federal income tax treatment (including deferral of taxation upon exercise) as may be afforded incentive stock options under Section 422 of the Code, and to the extent necessary to qualify the shares issuable upon exercise or acceptance of any outstanding Stock Rights granted, or Stock Rights to be granted, under the Plan for listing on any national securities exchange or quotation in any national automated quotation system of securities dealers. Any amendment approved by the Administrator which the Administrator determines is of a scope that requires shareholder approval shall be subject to obtaining such shareholder approval. Any modification or amendment of the Plan shall not, without the consent of a Participant, adversely affect his or her rights under a Stock Right previously granted to him or her. With the consent of the Participant affected, the Administrator may amend outstanding Option Agreements and Stock Grant Agreements in a manner which may be adverse to the Participant but which is not inconsistent with the Plan. In the discretion of the Administrator, outstanding Option Agreements and Stock Grant Agreements may be amended by the Administrator in a manner which is not adverse to the Participant. </P>

<P>31. &#9;EMPLOYMENT OR OTHER RELATIONSHIP. </P>

<P ALIGN="JUSTIFY">Nothing in this Plan or any Option Agreement or Stock Grant Agreement shall be deemed to prevent the Company or an Affiliate from terminating the employment or director status of a Participant, nor to prevent a Participant from terminating his or her own employment, consultancy or director status or to give any Participant a right to be retained in employment or other service by the Company or any Affiliate for any period of time. </P>

<P>32. &#9;GOVERNING LAW. </P>

<P>This Plan shall be construed and enforced in accordance with the law of the State of Delaware. </P>
<B><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">&nbsp;</P>
</B></FONT><FONT SIZE=3><P ALIGN="JUSTIFY">&nbsp;</P>
<P>&nbsp;</P>
</FONT><FONT SIZE=2><P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<B><P>&nbsp;</P>
<P>Exhibit 5.1</P>
</B>
<P>&nbsp;</P>
<P>&nbsp;</P>
<B><P ALIGN="CENTER">THE ARISTOTLE CORPORATION</P>
</B><P ALIGN="CENTER">96 Cummings Point Road</P>
<P ALIGN="CENTER">Stamford, Connecticut 06902</P>
<P ALIGN="CENTER">(203) 358.8000 (phone)</P>
<P ALIGN="CENTER">(203) 358.0179 (fax)</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>September 15, 2003</P>

<P>&nbsp;</P>
<P>Board of Directors</P>
<P>The Aristotle Corporation: </P>

<P ALIGN="JUSTIFY">I refer to the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), on behalf of The Aristotle Corporation (the "Company") relating to 55,900 shares of the Company's Series I Preferred Stock, par value $.01 per share (the "Shares"), to be issued under The Aristotle Corporation's 1997 Employee and Director Stock Plan (the "Plan"). </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">As counsel for the Company, I have examined such corporate records, other documents, and such questions of law as I have considered necessary or appropriate for the purposes of this opinion and, upon the basis of such examination, advise you that in my opinion, any original issuance Shares distributed pursuant to the Plan being registered pursuant to the Registration Statement, when issued and paid for under the Plan in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">This opinion set forth herein is limited to the federal laws of the United States and the laws of the State of Delaware.  I do not express any opinion herein concerning the effect of any other law. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. This consent is not to be construed as an admission that I am a person whose consent is required to be filed with the Registration Statement under the provisions of the Act. </P>

<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;Very truly yours, </P>

<P>&nbsp;</P>
<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;/s/ H. William Smith, Esq.</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER"><B>EXHIBIT 23.1</P>
<P ALIGN="CENTER">Consent of KPMG LLP</P>
</B><P>The Board of Directors<BR>
The Aristotle Corporation:</P>
<P ALIGN="JUSTIFY">We consent to incorporation by reference in this Registration Statement on Form S-8 of The Aristotle Corporation of our reports dated February 7, 2003, with respect to the consolidated balance sheets of The Aristotle Corporation and its subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of earnings, stockholders' equity and comprehensive earnings, and cash flows for each of the years ended in the three-year period ended December 31, 2002, and the related financial statement schedule, which reports appear in the 2002 Annual Report on Form 10-K of The Aristotle Corporation.</P>

<P>Our report on the consolidated financial statements refers to a change in the method of accounting for goodwill in 2002.</P>
<P ALIGN="CENTER">&nbsp;</P>
<P>/s/ KPMG</P>
<P>Milwaukee, Wisconsin</P>
<P>September 15, 2003</P>

<P ALIGN="CENTER">&nbsp;</P></FONT></BODY>
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{"company-data": {"conformed-name": "ARISTOTLE CORP", "cik": "0000790071", "assigned-sic": "3841", "irs-number": "061165854", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-108803", "film-number": "03895468"}, "business-address": {"street1": "27 ELM STREET", "city": "NEW HAVEN", "state": "CT", "zip": "06510", "phone": "2038674090"}, "mail-address": {"street1": "27 ELM STREET", "city": "NEW HAVEN", "state": "CT", "zip": "06510"}, "former-company": [{"former-conformed-name": "FIRST CONSTITUTION FINANCIAL CORP", "date-changed": "19920703"}, {"former-conformed-name": "FFB CORP", "date-changed": "19880523"}]}
As filed with the Securities and Exchange Commission on September 15, 2003
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
THE ARISTOTLE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
06-1165854
(State or other jurisdiction of
(I.R.S. Employer Identification Number)
incorporation or organization)
96 CUMMINGS POINT ROAD
STAMFORD, CONNECTICUT 06902
(203) 358-8000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
THE ARISTOTLE CORPORATION
1997 EMPLOYEE AND DIRECTOR STOCK PLAN
(Full title of the Plan)
H. WILLIAM SMITH
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
THE ARISTOTLE CORPORATION
96 CUMMINGS POINT ROAD
STAMFORD, CONNECTICUT 06902
(203) 358-8000
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES TO BE                                 
PROPOSED MAXIMUM       PROPOSED MAXIMUM     
AMOUNT OF
REGISTERED                           
AMOUNT TO BE         OFFERING PRICE PER    
AGGREGATE OFFERING    REGISTRATION
REGISTERED(1)        SHARE (2)             
PRICE                
FREE
-------------------------------- ---------------------- ----------------------  ---------------------- ----------------
SERIES I PREFERRED STOCK, PAR VALUE
$.01 PER SHARE                              
30,000             
$5.88              
$176,400              
$14.27
2,900             
$4.63              
$ 13,427              
$ 1.09
10,000             
$5.00              
$ 50,000              
$ 4.05
3,500             
$6.00              
$ 21,000              
$ 1.70
1,000             
$4.64               
$  4,640             
  $  .38
7,500             
$5.63              
$ 42,225              
$ 3.42
1,000             
$5.99               
$  5,990             
  $  .48
The number of shares of Series I Preferred Stock, par value $.01 per share ("Series I Preferred Stock"), stated above consists of the aggregate number of shares which may be sold upon the exercise of options which have been granted under The Aristotle Corporation 1997 Employee and  Director Stock Plan, (the "Plan").   The maximum number of shares which may be sold upon the exercise of such options is subject to adjustment in accordance with certain anti-dilution and other provisions of the Plan.  Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation of any such anti-dilution and other provisions.  Options outstanding under the Plan as of June 17, 2002, the date of the merger of Nasco International,, Inc. with and into The Aristotle Corporation (the "Registrant" or the "Company"), are exercisable for one share of the Company's common stock, par value $.01 per share, and one share of Series I Preferred Stock
This calculation is made solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(h) under the Securities Act and, in the case of shares of Series I Preferred Stock which may be purchased upon exercise of outstanding options, the fee is calculated on the basis of the price at which options may be exercised.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
In accordance with the rules and regulations of the Securities and Exchange Commission (the "Commission"), the documents containing the information called for in Part I of Form S-8 will be sent or given to individuals who participate in The Aristotle Corporation's 1997 Employee and Director and o Stock Plan and are not being filed with or included in this Form S-8.
ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by The Company pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act") are incorporated by reference herein:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 ("Annual Report"), filed on March 28, 2003.
(b)   (i)  The Registrant's Current Report on Form 8-K, filed on February 28, 2003;
The Registrant's Current Report on Form 8-K, filed on May 2, 2003;
The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, filed on            May 13, 2003;
The Registrant's Current Report on Form 8-K, filed on August 5, 2003;
The Registrant's Current Report on Form 8-K, filed on September 2, 2003; and
The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed on August 12, 2003.
(c) The description of the Registrant's Series I Preferred Stock set forth in the Registrant's Registration Statement on Form S-4 (as amended) (Registration No. 333-86026), filed April 11, 2002.
In addition to the foregoing, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment indicating that all of the securities offered hereunder have been sold or deregistering 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 filing of such documents. Any statement contained in a document incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that is also 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.
The Registrant will provide, without charge, to each person, including any beneficial owner, to whom this document is delivered, upon written or oral request of such person, a copy of any or all of the documents incorporated herein by reference (other than exhibits, unless such exhibits specifically are incorporated by reference into such documents or this document). Requests for such documents should be submitted in writing, addressed to the office of the Corporate Secretary, The Aristotle Corporation, 96 Cummings Point Road, Stamford, Connecticut 06902.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section  145 of the Delaware General Corporation Law  ("DGCL") provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation or is or was serving at its request in such capacity in another corporation or business association, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful.
Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DCGL, or (iv) for any transaction from which the director derived an improper personal benefit.
As permitted by Section 102(b)(7) of the DGCL, the Registrant's Amended and Restated Certificate of Incorporation includes a provision that limits a director's personal liability to the Registrant or its stockholders for monetary damages for breaches of his or her fiduciary duty as a director.  Article 10 of the Registrant's Amended and Restated Certificate of Incorporation provides that no director of the Registrant shall be personally liable to the Registrant or its stockholders for monetary damages of fiduciary duty to the fullest extent permitted by the DGCL.  Furthermore, Article 11 of the Registrant's Amended and Restated Certificate of Incorporation provides that the Registrant will indemnify, and advance expenses to, directors and officers subject only to limits created by applicable Delaware law.
As permitted by Section 145 of the DGCL, Article IX of the Registrant's Amended and Restated Bylaws provides that, to the fullest extent permitted by the DGCL, directors, officers and certain other persons who are made, or are threatened to be made, parties to, or are involved in, any action, suit or proceeding will be indemnified by the Registrant with respect thereto.
The Registrant maintains insurance policies under which its directors and officers are insured, within the limits and subject to the limitations of the policies, against expenses in connection with the defense of actions, suits or proceedings, and certain liabilities that might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of having been directors or officers of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
No.                      Description
-------                     -----------
4.1                     Amended and Restated Certificate of Incorporation of The Aristotle Corporation (filed as Exhibit 3.1  to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, and incorporated herein by this reference).
4.2          4.2                      Amended and Restated Bylaws of The Aristotle Corporation (filed as Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, and  incorporated herein by this reference).
4.3                      The Aristotle Corporation 1997 Employee and Director l Stock Plan.
5.1                       Opinion of H. William Smith, Esq.
23.1                     Consent of H. William Smith, Esq. (filed as part of Exhibit 5.1).
23.2                     Consent of KPMG LLP.
24.1                      Power of Attorney (included on the signature page hereof).
ITEM 9.             UNDERTAKINGS
.
(a) 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
(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 (a)(1)(i) and (a)(1)(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 the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference into 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; and
(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.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event a claim for indemnification against such liabilities (other than the payment by the Registrant 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, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the City of Stamford, State of Connecticut on this -- day of September, 2003
THE ARISTOTLE CORPORATION
By /s/ Steven B. Lapin
__________________
Steven B. Lapin
President and Chief Operating Officer
(Principal Executive Officer)
September 15, 2003
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below (the "undersigned") constitutes and appoints Steven B. Lapin and Dean T. Johnson and either of them the undersigned's true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents, each acting alone, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/
Steven B. Lapin
President, Chief Operating Officer and		 September15, 2003
Director (Principal Executive Officer)
/s/
Dean T. Johnson
Vice President and Chief Financial Officer		 September15, 2003
(Principal Financial and Accounting Officer)
/s/
John J. Crawford
Director						September15, 2003
/s/
John L. Lahey
Director						September15, 2003
/s/
Donald T. Netter
Director						September15, 2003
/s/
Edward Netter
Director						September15, 2003
/s/
Sharon M. Oster
Director						September15, 2003
/s/
James G. Tatum
Director						September15, 2003
/s/
Roy T.K. Thung
Director						September15, 2003
INDEX TO EXHIBITS
Exhibit
No.
Description
-------          -----------
4.1
Amended and Restated Certificate of Incorporation of The Aristotle Corporation, (filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002, and incorporated herein by this reference).
4.2
Amended and Restated Bylaws of The Aristotle Corporation, (filed as Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, and incorporated herein by this reference).
4.3                                      The Aristotle Corporation 1997 Employee and Director Stock Plan.
5.1
Opinion of H. William Smith, Esq.
23.1
Consent of H. William Smith, Esq. (filed as part of Exhibit 5.1).
23.2
Consent of KPMG LLP.
24.1
Power of Attorney (included on the signature page hereof).
Exhibit 4.3
THE ARISTOTLE CORPORATION
1997 EMPLOYEE AND DIRECTOR STOCK PLAN
1. 	DEFINITIONS.
Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this The Aristotle Corporation 1997 Employee and Director Stock Plan, have the following meanings:
Administrator means the Board of Directors, unless it has delegated power to act on its behalf to the Committee, in which case the Administrator means the Committee.
Affiliate means a corporation which, for purposes of Section 424 of the Code, is a parent or subsidiary of the Company, direct or indirect.
Board of Directors means the Board of Directors of the Company.
Code means the United States Internal Revenue Code of 1986, as amended.
Committee means the committee of the Board of Directors to which the Board of Directors has delegated power to act under or pursuant to the provisions of the Plan.
Common Stock means shares of the Company's common stock, $.01 par value per share.
Company means The Aristotle Corporation, a Delaware corporation.
Disability or Disabled means permanent and total disability as defined in Section 22(e)(3) of the Code.
Fair Market Value of a Share of Common Stock means:
1)	If the Common Stock is listed on a national securities exchange or traded in the over-the-counter market and sales prices are regularly reported for the Common Stock, the closing or last price of the Common Stock on the Composite Tape or other comparable reporting system for the trading day immediately preceding the applicable date;
(2) 	If the Common Stock is not traded on a national securities exchange but is traded on the over-the-counter market, if sales prices are not regularly reported for the Common Stock for the trading day referred to in clause (1), and if bid and asked prices for the Common Stock are regularly reported, the mean between the bid and the asked price for the Common Stock at the close of trading in the over-the-counter market for the trading day on which Common Stock was traded immediately preceding the applicable date; and
(3) 	If the Common Stock is neither listed on a national securities exchange nor traded in the over-the-counter market, such value as the Administrator, in good faith, shall determine.
ISO means an option meant to qualify as an incentive stock option under Section 422 of the Code.
Key Employee means an employee of the Company or of an Affiliate (including, without limitation, an employee who is also serving as an officer or director of the Company or of an Affiliate), designated by the Administrator to be eligible to be granted one or more Stock Rights under the Plan.
Non-Qualified Option means an option which is not intended to qualify as an ISO.
Option means an ISO or Non-Qualified Option granted under the Plan.
Option Agreement means an agreement between the Company and a Participant delivered pursuant to the Plan, in such form as the Administrator shall approve.
Participant means a Key Employee or director to whom one or more Stock Rights are granted under the Plan. As used herein, "Participant" shall include "Participant's Survivors" where the context requires.
Plan means this The Aristotle Corporation 1997 Employee and
Director Stock Plan.
Shares means shares of the Common Stock as to which Stock Rights have been or may be granted under the Plan or any shares of capital stock into which the Shares are changed or for which they are exchanged within the provisions of Paragraph 3 of the Plan. The Shares issued under the Plan may be authorized and unissued shares or shares held by the Company in its treasury, or both.
Stock Grant means a grant by the Company of Shares under the Plan.
Stock Grant Agreement means an agreement between the Company and a Participant delivered pursuant to the Plan, in such form as the Administrator shall approve.
Stock Right means a right to Shares of the Company granted pursuant to the Plan -- an ISO, a Non-Qualified Option or a Stock Grant.
Survivors means a deceased Participant's legal representatives and/or any person or persons who acquired the Participant's rights to a Stock Right by will or by the laws of descent and distribution.
2. 	PURPOSES OF THE PLAN.
The Plan is intended to encourage ownership of Shares by Key Employees and directors of the Company in order to attract such people, to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non-Qualified Options and Stock Grants.
3. 	SHARES SUBJECT TO THE PLAN.
The number of Shares which may be issued from time to time pursuant to this Plan shall be 150,000 or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 23 of the Plan.
If an Option ceases to be "outstanding", in whole or in part, or if the Company shall reacquire any Shares issued pursuant to a Stock Grant, the Shares which were subject to such Option and any Shares so reacquired by the Company shall be available for the granting of other Stock Rights under the Plan. Any Option shall be treated as "outstanding" until such Option is exercised in full, or terminates or expires under the provisions of the Plan, or by agreement of the parties to the pertinent Option Agreement.
4. 	ADMINISTRATION OF THE PLAN.
The Administrator of the Plan will be the Board of Directors, except to the extent the Board of Directors delegates its authority to the Committee, in which case the Committee shall be the Administrator. Subject to the provisions of the Plan, the Administrator is authorized to:
a.	 Interpret the provisions of the Plan or of any Option or Stock Grant and to make all rules and determinations which it deems necessary or advisable for the administration of the Plan;
b.	 Determine which employees of the Company or of an Affiliate shall be designated as Key Employees and which of the Key Employees and directors shall be granted Stock Rights;
c. 	Determine the number of Shares for which a Stock Right or Stock Rights shall be granted, provided, however, that in no event shall Stock Rights with respect to more than 30,000 shares be granted to any Participant in any fiscal year; and
d.	 Specify the terms and conditions upon which a Stock Right or Stock Rights may be granted;
provided, however, that all such interpretations, rules, determinations, terms and conditions shall be made and prescribed in the context of preserving the tax status under Section 422 of the Code of those Options which are designated as ISOs. Subject to the foregoing, the interpretation and construction by the Administrator of any provisions of the Plan or of any Stock Right granted under it shall be final, unless otherwise determined by the Board of Directors, if the Administrator is the Committee.
5.	ELIGIBILITY FOR PARTICIPATION.
The Administrator will, in its sole discretion, name the Participants in the Plan, provided, however, that each Participant must be a Key Employee or director of the Company or of an Affiliate at the time a Stock Right is granted. Notwithstanding the foregoing, the Administrator may authorize the grant of a Stock Right to a person not then an employee or director of the Company or of an Affiliate; provided, however, that the actual grant of such Stock Right shall be conditioned upon such person becoming eligible to become a Participant at or prior to the time of the delivery of the Agreement evidencing such Stock Right. ISOs may be granted only to Key Employees. Non-Qualified Options and Stock Grants may be granted to any Key Employee or director of the Company or an Affiliate. The granting of any Stock Right to any individual shall neither entitle that individual to, nor disqualify him or her from, participation in any other grant of Stock Rights.
6.	TERMS AND CONDITIONS OF OPTIONS.
Each Option shall be set forth in writing in an Option Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Administrator may provide that Options be granted subject to such conditions as the Administrator may deem appropriate including, without limitation, subsequent approval by the shareholders of the Company of this Plan or any amendments thereto. The Option Agreements shall be subject to at least the following terms and conditions:
A.	 Non-Qualified Options: Each Option intended to be a Non-Qualified Option shall be subject to the terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards for any such Non-Qualified Option:
a.	Option Price: Each Option Agreement shall state the option price (per share) of the Shares covered by each Option, which option price shall be determined by the Administrator but shall not be less than the par value per share of Common Stock.
b.	Each Option Agreement shall state the number of Shares to which it pertains;
c. 	each Option Agreement shall state the date or dates on which it first is exercisable and the date after which it may no longer be exercised, and may provide that the Option rights accrue or become exercisable in installments over a period of months or years, or upon the occurrence of certain conditions or the attainment of stated goals or events; and
d. 	exercise of any Option may be conditioned upon the Participant's execution of a Share purchase agreement in form satisfactory to the Administrator providing for certain protections for the Company and its other shareholders, including requirements that:
i. The Participant's or the Participant's Survivors' right to sell or transfer the Shares may be restricted; and
ii. The Participant or the Participant's Survivors may be required to execute letters of investment intent and must also acknowledge that the Shares will bear legends noting any applicable restrictions.
e.	Directors' Options: Each director of the Company who is not an employee of or consultant to the Company or any Affiliate, upon first being elected to the Board of Directors, shall be granted a Non-Qualified Option to purchase 2,500 Shares. Each such Option shall (i) have an exercise price equal to the Fair Market Value (per share) of the Shares on the date of grant of the Option, (ii) have a term of ten years, and (iii) become exercisable in full upon completion of one full year of service on the Board of Directors after the date of grant.
Any director serving on the Board of Directors on October 30, 1997, who is not an employee of or consultant to the Company or any Affiliate, shall be granted a Non-Qualified Option to purchase 2,500 shares as of such date. Each such Option shall (i) have an exercise price equal to the Fair Market Value (per share) of the Shares on the date of grant of the Option, (ii) have a term of ten years, and (iii) be immediately exercisable in full.
On the date of each reelection to the Board of Directors, provided that on such dates the director has been in the continued and uninterrupted service as a director of the Company since his or her initial election or appointment and is not an employee of or consultant to the Company or any Affiliate, each director will be granted a Non-Qualified Option to purchase 1,000 Shares. Each such Option shall (i) have an exercise price equal to the Fair Market Value (per share) of the Shares on the date of grant of the Option, (ii) have a term of ten years, and (iii) become exercisable in full upon completion of one full year of service on the Board of Directors after the date of grant.
Any director entitled to receive an Option under this subparagraph may elect to decline the Option.
Except as otherwise provided in the pertinent Option Agreement, if a director who receives Options pursuant to this subparagraph:
a.	ceases to be a member of the Board of Directors for any reason other than death or Disability, any then unexercised Options granted to such director may be exercised by the director within a period of ninety (90) days after the date the director ceases to be a member of the Board of Directors, but only to the extent of the number of Shares with respect to which the Options are exercisable on the date the director ceases to be a member of the Board of Directors, and in no event later than the expiration date of the Option; or
b. 	ceases to be a member of the Board of Directors by reason of his or her death or Disability, any then unexercised Options granted to such director may be exercised by the director (or by the director's personal representative, or the director's Survivors) within a period of one hundred eighty (180) days after the date the director ceases to be a member of the Board of Directors, but only to the extent of the number of Shares with respect to which the Options are exercisable on the date the director ceases to be a member of the Board of Directors, and in no event later than the expiration date of the Option.
B.	 ISOs: Each Option intended to be an ISO shall be issued only to a Key Employee and be subject to at least the following terms and conditions, with such additional restrictions or changes as the Administrator determines are appropriate but not in conflict with Section 422 of the Code and relevant regulations and rulings of the Internal Revenue Service:
a.	Minimum standards: The ISO shall meet the minimum standards required of Non-Qualified Options, as described in Paragraph 6(A) above, except clauses (a) and (e) thereunder.
b.	Option Price: Immediately before the Option is granted, if the Participant owns, directly or by reason of the applicable attribution rules in Section 424(d) of the Code:
i. Ten percent (10%) or less of the total combined voting power of all classes of stock of the Company or an Affiliate, the Option price per share of the Shares covered by each Option shall not be less than one hundred percent (100%) of the Fair Market Value per share of the Shares on the date of the grant of the Option.
ii. More than ten percent (10%) of the total combined voting power of all classes of stock of the Company an Affiliate, the Option price per share of the Shares covered by each Option shall not be less than one hundred ten percent (110%) of the said Fair Market Value on the date of grant.
c. 	Term of Option: For Participants who own
i. Ten percent (10%) or less of the total combined voting power of all classes of stock of the Company or an Affiliate, each Option shall terminate not more than ten (10) years from the date of the grant or at such earlier time as the Option Agreement may provide.
ii. More than ten percent (10%) of the total combined voting power of all classes of stock of the Company or an Affiliate, each Option shall terminate not more than five (5) years from the date of the grant or at such earlier time as the Option Agreement may provide.
d. 	Limitation on Yearly Exercise: The Option Agreements shall restrict the amount of Options which may be exercisable in any calendar year (under this or any other ISO plan of the Company or an Affiliate) so that the aggregate Fair Market Value (determined at the time each ISO is granted) of the stock with respect to which ISOs are exercisable for the first time by the Participant in any calendar year does not exceed one hundred thousand dollars ($100,000), provided that this subparagraph (d) shall have no force or effect if its inclusion in the Plan is not necessary for Options issued as ISOs to qualify as ISOs pursuant to Section 422(d) of the Code.
7. 	TERMS AND CONDITIONS OF STOCK GRANTS.
Each offer of a Stock Grant to a Participant shall state the date prior to which the Stock Grant must be accepted by the Participant, and the principal terms of each Stock Grant shall be set forth in a Stock Grant Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Stock Grant Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards:
(a) 	Each Stock Grant Agreement shall state the purchase price (per share), if any, of the Shares covered by each Stock Grant, which purchase price shall be determined by the Administrator but shall not be less than the minimum consideration required by the Delaware General Corporation Law on the date of the grant of the Stock Grant;
(b)	 Each Stock Grant Agreement shall state the number of Shares to which the Stock Grant pertains; and
(c) 	Each Stock Grant Agreement shall include the terms of any right of the Company to reacquire the Shares subject to the Stock Grant, including the time and events upon which such rights shall accrue and the purchase price therefor, if any.
8. 	EXERCISE OF OPTIONS AND ISSUE OF SHARES.
An Option (or any part or installment thereof) shall be exercised by giving written notice to the Company at its principal executive office address, together with provision for payment of the full purchase price in accordance with this Paragraph for the Shares as to which the Option is being exercised, and upon compliance with any other condition(s) set forth in the Option Agreement. Such written notice shall be signed by the person exercising the Option, shall state the number of Shares with respect to which the Option is being exercised and shall contain any representation required by the Plan or the Option Agreement. Payment of the purchase price for the Shares as to which such Option is being exercised shall be made (a) in United States dollars in cash or by check, or (b) at the discretion of the Administrator, through delivery of shares of Common Stock having a Fair Market Value equal as of the date of the exercise to the cash exercise price of the Option, or (c) at the discretion of the Administrator, by having the Company retain from the shares otherwise issuable upon exercise of the Option, a number of shares having a Fair Market Value equal as of the date of exercise to the exercise price of the Option, or (d) at the discretion of the Administrator, by delivery of the grantee's personal recourse note bearing interest payable not less than annually at no less than 100% of the applicable Federal rate, as defined in Section 1274(d) of the Code, or (e) at the discretion of the Administrator, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Administrator, or (f) at the discretion of the Administrator, by any combination of (a), (b), (c), (d) and (e) above. Notwithstanding the foregoing, the Administrator shall accept only such payment on exercise of an ISO as is permitted by Section 422 of the Code.
The Company shall then reasonably promptly deliver the Shares as to which such Option was exercised to the Participant (or to the Participant's Survivors, as the case may be). In determining what constitutes "reasonably promptly," it is expressly understood that the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation (including, without limitation, state securities or "blue sky" laws) which requires the Company to take any action with respect to the Shares prior to their issuance. The Shares shall, upon delivery, be evidenced by an appropriate certificate or certificates for fully paid, non-assessable Shares.
The Administrator shall have the right to accelerate the date of exercise of any installment of any Option; provided that the Administrator shall not accelerate the exercise date of any installment of any Option granted to any Key Employee as an ISO (and not previously converted into a Non-Qualified Option pursuant to Paragraph 26) if such acceleration would violate the annual vesting limitation contained in Section 422(d) of the Code, as described in Paragraph 6.B.d.
The Administrator may, in its discretion, amend any term or condition of an outstanding Option provided (i) such term or condition as amended is permitted by the Plan, (ii) any such amendment shall be made only with the consent of the Participant to whom the Option was granted, or in the event of the death of the Participant, the Participant's Survivors, if the amendment is adverse to the Participant, and (iii) any such amendment of any ISO shall be made only after the Administrator, after consulting the counsel for the Company, determines whether such amendment would constitute a "modification" of any Option which is an ISO (as that term is defined in Section 424(h) of the Code) or would cause any adverse tax consequences for the holder of such ISO.
9. 	ACCEPTANCE OF STOCK GRANT AND ISSUE OF SHARES.
A Stock Grant (or any part or installment thereof) shall be accepted by executing the Stock Grant Agreement and delivering it to the Company at its principal office address, together with provision for payment of the full purchase price, if any, in accordance with this Paragraph for the Shares as to which such Stock Grant is being accepted, and upon compliance with any other conditions set forth in the Stock Grant Agreement. Payment of the purchase price for the Shares as to which such Stock Grant is being accepted shall be made (a) in United States dollars in cash or by check, or (b) at the discretion of the Administrator, through delivery of shares of Common Stock having a fair market value equal as of the date of acceptance of the Stock Grant to the purchase price of the Stock Grant determined in good faith by the Administrator, or (c) at the discretion of the Administrator, by delivery of the grantee's personal recourse note bearing interest payable not less than annually at no less than 100% of the applicable Federal rate, as defined in Section 1274(d) of the Code,or (d) at the discretion of the Administrator, by any combination of (a), (b) and (c) above.
The Company shall then reasonably promptly deliver the Shares as to which such Stock Grant was accepted to the Participant (or to the Participant's Survivors, as the case may be), subject to any escrow provision set forth in the Stock Grant Agreement. In determining what constitutes "reasonably promptly," it is expressly understood that the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation (including, without limitation, state securities or "blue sky" laws) which requires the Company to take any action with respect to the Shares prior to their issuance.
The Administrator may, in its discretion, amend any term or condition of an outstanding Stock Grant or Stock Grant Agreement provided (i) such term or condition as amended is permitted by the Plan, and (ii) any such amendment shall be made only with the consent of the Participant to whom the Stock Grant was made, if the amendment is adverse to the Participant.
10. 	RIGHTS AS A SHAREHOLDER.
No Participant to whom a Stock Right has been granted shall have rights as a shareholder with respect to any Shares covered by such Stock Right, except after due exercise of the Option or acceptance of the Stock Grant and tender of the full purchase price, if any, for the Shares being purchased pursuant to such exercise or acceptance and registration of the Shares in the Company's share register in the name of the Participant.
11. 	ASSIGNABILITY AND TRANSFERABILITY OF STOCK RIGHTS.
By its terms, a Stock Right granted to a Participant shall not be transferable by the Participant other than (i) by will or by the laws of descent and distribution, or (ii) as otherwise determined by the Administrator and set forth in the applicable Option Agreement or Stock Grant Agreement. The designation of a beneficiary of a Stock Right by a Participant shall not be deemed a transfer prohibited by this Paragraph. Except as provided above, a Stock Right shall only be exercisable or may only be accepted, during the Participant's lifetime, by such Participant (or by his or her legal representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of any Stock Right or of any rights granted thereunder contrary to the provisions of this Plan, or the levy of any attachment or similar process upon a Stock Right, shall be null and void.
12. 	EFFECT ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE" OR DEATH OR DISABILITY.
Except as otherwise provided in the pertinent Option Agreement in the event of a termination of service (whether as an employee or director ) with the Company or an Affiliate before the Participant has exercised an Option, the following rules apply:
a.	 A Participant who ceases to be an employee or director of the Company or of an Affiliate (for any reason other than termination "for cause", Disability, or death for which events there are special rules in Paragraphs 13, 14, and 15, respectively), may exercise any Option granted to him or her to the extent that the Option is exercisable on the date of such termination of service, but only within such term as the Administrator has designated in the pertinent Option Agreement.
b.	 Except as provided in subparagraph (c) below, or Paragraph 14 or 15, in no event may an Option Agreement provide, if an Option is intended to be an ISO, that the time for exercise be later than three (3) months after the Participant's termination of employment.
c. 	The provisions of this Paragraph, and not the provisions of Paragraph 14 or 15, shall apply to a Participant who subsequently becomes Disabled or dies after the termination of employment or director status, provided, however, in the case of a Participant's Disability or death within three (3) months after the termination of employment or director status, the Participant or the Participant's Survivors may exercise the Option within one (1) year after the date of the Participant's termination of employment, but in no event after the date of expiration of the term of the Option.
d.	 Notwithstanding anything herein to the contrary, if subsequent to a Participant's termination of employment or termination of director status, but prior to the exercise of an Option, the Board of Directors determines that, either prior or subsequent to the Participant's termination, the Participant engaged in conduct which would constitute "cause", then such Participant shall forthwith cease to have any right to exercise any Option.
e.	 A Participant to whom an Option has been granted under the Plan who is absent from work with the Company or with an Affiliate because of temporary disability (any disability other than a permanent and total Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant's employment or director status with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide.
f.	 Except as required by law or as set forth in the pertinent Option Agreement, Options granted under the Plan shall not be affected by any change of a Participant's status within or among the Company and any Affiliates, so long as the Participant continues to be an employee or director of the Company or any Affiliate.
13. 	EFFECT ON OPTIONS OF TERMINATION OF SERVICE "FOR CAUSE".
Except as otherwise provided in the pertinent Option Agreement, the following rules apply if the Participant's service (whether as an employee or director ) with the Company or an Affiliate is terminated "for cause" prior to the time that all his or her outstanding Options have been exercised:
a.	 All outstanding and unexercised Options as of the time the Participant is notified his or her service is terminated "for cause" will immediately be forfeited.
b.	 For purposes of this Plan, "cause" shall include (and is not limited to) dishonesty with respect to the Company or any Affiliate, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, and conduct substantially prejudicial to the business of the Company or any Affiliate. The determination of the Administrator as to the existence of "cause" will be conclusive on the Participant and the Company.
c.	 "Cause" is not limited to events which have occurred prior to a Participant's termination of service, nor is it necessary that the Administrator's finding of "cause" occur prior to termination. If the Administrator determines, subsequent to a Participant's termination of service but prior to the exercise of an Option, that either prior or subsequent to the Participant's termination the Participant engaged in conduct which would constitute "cause", then the right to exercise any Option is forfeited.
d.	 Any definition in an agreement between the Participant and the Company or an Affiliate, which contains a conflicting definition of "cause" for termination and which is in effect at the time of such termination, shall supersede the definition in this Plan with respect to such Participant.
14. 	EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY.
Except as otherwise provided in the pertinent Option Agreement, a Participant who ceases to be an employee or director of the Company or of an Affiliate by reason of Disability may exercise any Option granted to such Participant:
a.	 To the extent exercisable but not exercised on the date of Disability; and
b.	 In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights as would have accrued had the Participant not become Disabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days of such accrual period prior to the date of Disability.
A Disabled Participant may exercise such rights only within a period of not more than one (1) year after the date of the Participant's termination of employment or directorship, as the case may be, notwithstanding that the Participant might have been able to exercise the Option as to some or all of the Shares on a later date if the Participant had not become disabled and had continued to be an employee or director or, if earlier, within the originally prescribed term of the Option.
The Administrator shall make the determination both of whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such determination). If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination shall be paid for by the Company.
15. 	EFFECT ON OPTIONS OF DEATH WHILE AN EMPLOYEE OR DIRECTOR.
Except as otherwise provided in the pertinent Option Agreement, in the event of the death of a Participant while the Participant is an employee or director of the Company or of an Affiliate, such Option may be exercised by the Participant's Survivors:
a. 	To the extent exercisable but not exercised on the date of death; and
b.	 In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights which would have accrued had the Participant not died prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days of such accrual period prior to the Participant's death.
If the Participant's Survivors wish to exercise the Option, they must take all necessary steps to exercise the Option within one (1) year after the date of death of such Participant, notwithstanding that the decedent might have been able to exercise the Option as to some or all of the Shares on a later date if he or she had not died and had continued to be an employee or director or, if earlier, within the originally prescribed term of the Option.
16. 	EFFECT OF TERMINATION OF SERVICE ON STOCK GRANTS.
In the event of a termination of service (whether as an employee or director) with the Company or an Affiliate for any reason before the Participant has accepted a Stock Grant, such offer shall terminate.
For purposes of this Paragraph 16 and Paragraph 17 below, a Participant to whom a Stock Grant has been offered under the Plan who is absent from work with the Company or with an Affiliate because of temporary disability (any disability other than a permanent and total Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant's employment or director status with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide.
In addition, for purposes of this Paragraph 16 and Paragraph 17 below, any change of employment or other service within or among the Company and any Affiliates shall not be treated as a termination of employment or director status so long as the Participant continues to be an employee or director of the Company or any Affiliate.
17. 	EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE OTHER THAN "FOR      	CAUSE" OR DISABILITY.
Except as otherwise provided in the pertinent Stock Grant Agreement, in the event of a termination of service (whether as an employee or director), other than termination "for cause," Disability, or death for which events there are special rules in Paragraphs 18, 19, and 20, respectively, before all Company rights of repurchase shall have lapsed, then the Company shall have the right to repurchase that number of Shares subject to a Stock Grant as to which the Company's repurchase rights have not lapsed.
18. 	EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE "FOR CAUSE".
Except as otherwise provided in the pertinent Stock Grant Agreement, the following rules apply if the Participant's service (whether as an employee or director) with the Company or an Affiliate is terminated "for cause":
a.	 All Shares subject to any Stock Grant shall be immediately subject to repurchase by the Company at the purchase price, if any, thereof.
b.	 For purposes of this Plan, "cause" shall include (and is not limited to) dishonesty with respect to the employer, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, and conduct substantially prejudicial to the business of the Company or any Affiliate. The determination of the Administrator as to the existence of "cause" will be conclusive on the Participant and the Company.
c.	 "Cause" is not limited to events which have occurred prior to a Participant's termination of service, nor is it necessary that the Administrator's finding of "cause" occur prior to termination. If the Administrator determines, subsequent to a Participant's termination of service, that either prior or subsequent to the Participant's termination the Participant engaged in conduct which would constitute "cause," then the Company's right to repurchase all of such Participant's Shares shall apply.
d. 	Any definition in an agreement between the Participant and the Company or an Affiliate, which contains a conflicting definition of "cause" for termination and which is in effect at the time of such termination, shall supersede the definition in this Plan with respect to such Participant.
19. 	EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE FOR DISABILITY.
Except as otherwise provided in the pertinent Stock Grant Agreement, the following rules apply if a Participant ceases to be an employee or director of the Company or of an Affiliate by reason of Disability: to the extent the Company's rights of repurchase have not lapsed on the date of Disability, they shall be exercisable; provided, however, that in the event such rights of repurchase lapse periodically, such rights shall lapse to the extent of a pro rata portion of the Shares subject to such Stock Grant as would have lapsed had the Participant not become Disabled prior to the end of the vesting period which next ends following the date of Disability. The proration shall be based upon the number of days of such vesting period prior to the date of Disability.
The Administrator shall make the determination both of whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such determination). If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination shall be paid for by the Company.
20. 	EFFECT ON STOCK GRANTS OF DEATH WHILE AN EMPLOYEE OR DIRECTOR.
Except as otherwise provided in the pertinent Stock Grant Agreement, the following rules apply in the event of the death of a Participant while the Participant is an employee or director of the Company or of an Affiliate: to the extent the Company's rights of repurchase have not lapsed on the date of death, they shall be exercisable; provided, however, that in the event such rights of repurchase lapse periodically, such rights shall lapse to the extent of a pro rata portion of the
Shares subject to such Stock Grant as would have lapsed had the Participant not died prior to the end of the vesting period which next ends following the date of death. The proration shall be based upon the number of days of such vesting period prior to the Participant's death.
21. 	PURCHASE FOR INVESTMENT.
Unless the offering and sale of the Shares to be issued upon the particular exercise or acceptance of a Stock Right shall have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended (the "1933 Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled:
a.	 The person(s) who exercise(s) or accept(s) such Stock Right shall warrant to the Company, prior to the receipt of such Shares, that such person(s) are acquiring such Shares for their own respective accounts, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be bound by the provisions of the following legend which shall be endorsed upon the certificate(s) evidencing their Shares issued pursuant to such exercise or such grant:
"The shares represented by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws."
b.	 At the discretion of the Administrator, the Company shall have received an opinion of its counsel that the Shares may be issued upon such particular exercise or acceptance in compliance with the 1933 Act without registration thereunder.
22.	 DISSOLUTION OR LIQUIDATION OF THE COMPANY.
Upon the dissolution or liquidation of the Company, all Options granted under this Plan which as of such date shall not have been exercised and all Stock Grants which have not been accepted will terminate and become null and void; provided, however, that if the rights of a Participant or a Participant's Survivors have not otherwise terminated and expired, the Participant or the Participant's Survivors will have the right immediately prior to such dissolution or liquidation to exercise or accept any Stock Right to the extent that the Stock Right is exercisable or subject to acceptance as of the date immediately prior to such dissolution or liquidation.
23	ADJUSTMENTS.
Upon the occurrence of any of the following events, a Participant's rights with respect to any Stock Right granted to him or her hereunder shall be adjusted as hereinafter provided, unless otherwise specifically provided in the pertinent Option Agreement or Stock Grant Agreement:
A. 	Stock Dividends and Stock Splits. If (i) the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, or (ii) additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise or acceptance of such Stock Right may be appropriately increased or decreased proportionately, and appropriate adjustments may be made in the purchase price per share to reflect such events. The number of Shares subject to Options to be granted to directors pursuant to Paragraph 6(A)(e) shall also be proportionately adjusted upon the occurrence of such events.
B.	 Consolidations or Mergers. If the Company is to be consolidated with or acquired by another entity in a merger, sale of all or substantially all of the Company's assets or otherwise (an "Acquisition"), the Administrator or the board of directors of any entity assuming the obligations of the Company hereunder (the "Successor Board"), shall, as to outstanding Options, either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the Shares then subject to such Options either the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition or securities of any successor or acquiring entity; or (ii) upon written notice to the Participants, provide that all Options must be exercised (either to the extent then exercisable or, at the discretion of the Administrator, all Options being made fully exercisable for purposes of this Subparagraph) at the end of which period the Options shall terminate; or (iii) terminate all Options in exchange for a cash payment equal to the excess of the Fair Market Value of the Shares subject to such Options (either to the extent then exercisable or, at the discretion of the Administrator, all Options being made fully exercisable for purposes of this Subparagraph) over the exercise price thereof.
With respect to outstanding Stock Grants, the Administrator or the Successor Board, shall either (i) make appropriate provisions for the continuation of such Stock Grants by substituting on an equitable basis for the Shares then subject to such Stock Grants either the consideration payable with respect to the outstanding Shares of Common Stock in connection with the Acquisition or securities of any successor or acquiring entity; or (ii) upon written notice to the Participants, provide that all Stock Grants must be accepted (to the extent then subject to acceptance) within a specified number of days of the date of such notice, at the end of which period the offer of the Stock Grants shall terminate; or (iii) terminate all Stock Grants in exchange for a cash payment equal to the excess of the Fair Market Value of the Shares subject to such Stock Grants over the purchase price thereof, if any. In addition, in the event of an Acquisition, the Administrator may waive any or all Company repurchase rights with respect to outstanding Stock Grants.
C. 	Recapitalization or Reorganization. In the event of a recapitalization or reorganization of the Company (other than a transaction described in Subparagraph B above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, a Participant upon exercising or accepting a Stock Right shall be entitled to receive for the purchase price, if any, paid upon such exercise or acceptance the securities which would have been received if such Stock Right had been exercised or accepted prior to such recapitalization or reorganization.
D.	 Modification of ISOs. Notwithstanding the foregoing, any adjustments made pursuant to Subparagraph A, B or C with respect to ISOs shall be made only after the Administrator, after consulting with counsel for the Company, determines whether such adjustments would constitute a "modification" of such ISOs (as that term is defined in Section 424(h) of the Code) or would cause any adverse tax consequences for the holders of such ISOs. If the Administrator determines that such adjustments made with respect to ISOs would constitute a modification of such ISOs, it may refrain from making such adjustments, unless the holder of an ISO specifically requests in writing that such adjustment be made and such writing indicates that the holder has full knowledge of the consequences of such "modification" on his or her income tax treatment with respect to the ISO.
24. 	ISSUANCES OF SECURITIES.
Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Stock Rights. Except as expressly provided herein, no adjustments shall be made for dividends paid in cash or in property (including without limitation, securities) of the Company prior to any issuance of Shares pursuant to a Stock Right.
25.	 FRACTIONAL SHARES.
No fractional shares shall be issued under the Plan and the person exercising a Stock Right shall receive from the Company cash in lieu of such fractional shares equal to the Fair Market Value thereof.
26. 	CONVERSION OF ISOs INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOs
.
The Administrator, at the written request of any Participant, may in its discretion take such actions as may be necessary to convert such Participant's ISOs (or any portions thereof) that have not been exercised on the date of conversion into Non-Qualified Options at any time prior to the expiration of such ISOs, regardless of whether the Participant is an employee of the Company or an Affiliate at the time of such conversion. Such actions may include, but not be limited to, extending the exercise period or reducing the exercise price of the appropriate installments of such Options. At the time of such conversion, the Administrator (with the consent of the Participant) may impose such conditions on the exercise of the resulting Non-Qualified Options as the Administrator in its discretion may determine, provided that such conditions shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to give any Participant the right to have such Participant's ISOs converted into Non-Qualified Options, and no such conversion shall occur until and unless the Administrator takes appropriate action. The Administrator, with the consent of the Participant, may also terminate any portion of any ISO that has not been exercised at the time of such conversion.
27. 	WITHHOLDING.
In the event that any federal, state, or local income taxes, employment taxes, Federal Insurance Contributions Act withholdings or other amounts are required by applicable law or governmental regulation to be withheld from the Participant's salary, wages or other remuneration in connection with the exercise or acceptance of a Stock Right or in connection with a Disqualifying Disposition (as defined in Paragraph 28) or upon the lapsing of any right of repurchase, the Company may withhold from the Participant's compensation, if any, or may require that the Participant advance in cash to the Company, or to any Affiliate of the Company which employs or employed the Participant, the amount of such withholdings unless a different withholding arrangement, including the use of shares of the Company's Common Stock or a promissory note, is authorized by the Administrator (and permitted by law). For purposes hereof, the fair market value of the shares withheld for purposes of payroll withholding shall be determined in the manner provided in Paragraph 1 above, as of the most recent practicable date prior to the date of exercise. If the fair market value of the shares withheld is less than the amount of payroll withholdings required, the Participant may be required to advance the difference in cash to the Company or the Affiliate employer. The Administrator in its discretion may condition the exercise of an Option for less than the then Fair Market Value on the Participant's payment of such additional withholding.
28. 	NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.
Each Key Employee who receives an ISO must agree to notify the Company in writing immediately after the Key Employee makes a Disqualifying Disposition of any shares acquired pursuant to the exercise of an ISO. A Disqualifying Disposition is any disposition (including any sale) of such shares before the later of (a) two years after the date the Key Employee was granted the ISO, or (b) one year after the date the Key Employee acquired Shares by exercising the ISO. If the Key Employee has died before such stock is sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter.
29.	TERMINATION OF THE PLAN.
The Plan will terminate on August 27, 2007, the date which is ten (10) years from the earlier of the date of its adoption and the date of its approval by the shareholders of the Company. The Plan may be terminated at an earlier date by vote of the shareholders of the Company; provided, however, that any such earlier termination shall not affect any Option Agreements or Stock Grant Agreements executed prior to the effective date of such termination.
30. 	AMENDMENT OF THE PLAN AND AGREEMENTS.
The Plan may be amended by the shareholders of the Company. The Plan may also be amended by the Administrator, including, without limitation, to the extent necessary to qualify any or all outstanding Stock Rights granted under the Plan or Stock Rights to be granted under the Plan for favorable federal income tax treatment (including deferral of taxation upon exercise) as may be afforded incentive stock options under Section 422 of the Code, and to the extent necessary to qualify the shares issuable upon exercise or acceptance of any outstanding Stock Rights granted, or Stock Rights to be granted, under the Plan for listing on any national securities exchange or quotation in any national automated quotation system of securities dealers. Any amendment approved by the Administrator which the Administrator determines is of a scope that requires shareholder approval shall be subject to obtaining such shareholder approval. Any modification or amendment of the Plan shall not, without the consent of a Participant, adversely affect his or her rights under a Stock Right previously granted to him or her. With the consent of the Participant affected, the Administrator may amend outstanding Option Agreements and Stock Grant Agreements in a manner which may be adverse to the Participant but which is not inconsistent with the Plan. In the discretion of the Administrator, outstanding Option Agreements and Stock Grant Agreements may be amended by the Administrator in a manner which is not adverse to the Participant.
31. 	EMPLOYMENT OR OTHER RELATIONSHIP.
Nothing in this Plan or any Option Agreement or Stock Grant Agreement shall be deemed to prevent the Company or an Affiliate from terminating the employment or director status of a Participant, nor to prevent a Participant from terminating his or her own employment, consultancy or director status or to give any Participant a right to be retained in employment or other service by the Company or any Affiliate for any period of time.
32. 	GOVERNING LAW.
This Plan shall be construed and enforced in accordance with the law of the State of Delaware.
Exhibit 5.1
THE ARISTOTLE CORPORATION
96 Cummings Point Road
Stamford, Connecticut 06902
(203) 358.8000 (phone)
(203) 358.0179 (fax)
September 15, 2003
Board of Directors
The Aristotle Corporation:
I refer to the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), on behalf of The Aristotle Corporation (the "Company") relating to 55,900 shares of the Company's Series I Preferred Stock, par value $.01 per share (the "Shares"), to be issued under The Aristotle Corporation's 1997 Employee and Director Stock Plan (the "Plan").
As counsel for the Company, I have examined such corporate records, other documents, and such questions of law as I have considered necessary or appropriate for the purposes of this opinion and, upon the basis of such examination, advise you that in my opinion, any original issuance Shares distributed pursuant to the Plan being registered pursuant to the Registration Statement, when issued and paid for under the Plan in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable.
This opinion set forth herein is limited to the federal laws of the United States and the laws of the State of Delaware.  I do not express any opinion herein concerning the effect of any other law.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. This consent is not to be construed as an admission that I am a person whose consent is required to be filed with the Registration Statement under the provisions of the Act.
Very truly yours,
/s/ H. William Smith, Esq.
EXHIBIT 23.1
Consent of KPMG LLP
The Board of Directors
The Aristotle Corporation:
We consent to incorporation by reference in this Registration Statement on Form S-8 of The Aristotle Corporation of our reports dated February 7, 2003, with respect to the consolidated balance sheets of The Aristotle Corporation and its subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of earnings, stockholders' equity and comprehensive earnings, and cash flows for each of the years ended in the three-year period ended December 31, 2002, and the related financial statement schedule, which reports appear in the 2002 Annual Report on Form 10-K of The Aristotle Corporation.
Our report on the consolidated financial statements refers to a change in the method of accounting for goodwill in 2002.
/s/ KPMG
Milwaukee, Wisconsin
September 15, 2003