OMEGA HEALTHCARE INVESTORS INC
2000 STOCK INCENTIVE PLAN (AS AMENDED 1/1/01)
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex101stk.txt
<DESCRIPTION>2000 STOCK INCENTIVE PLAN (AS AMENDED 1/1/01)
<TEXT>










                        OMEGA HEALTHCARE INVESTORS, INC.
                            2000 STOCK INCENTIVE PLAN

                         (AMENDED AS OF JANUARY 1, 2001)





<PAGE>
                        OMEGA HEALTHCARE INVESTORS, INC.

                            2000 STOCK INCENTIVE PLAN

                                TABLE OF CONTENTS


SECTION 1. DEFINITIONS.......................................................1

  1.1   DEFINITIONS..........................................................1

SECTION 2 THE STOCK INCENTIVE PLAN...........................................5

  2.1   PURPOSE OF THE PLAN..................................................5
  2.2   STOCK SUBJECT TO THE PLAN............................................5
  2.3   ADMINISTRATION OF THE PLAN...........................................5
  2.4   ELIGIBILITY AND LIMITS...............................................5
  2.5   NON-EMPLOYEE DIRECTOR STOCK OPTION GRANTS............................5

SECTION 3 TERMS OF STOCK INCENTIVES..........................................6

  3.1   TERMS AND CONDITIONS OF ALL STOCK INCENTIVES.........................6
  3.2   TERMS AND CONDITIONS OF OPTIONS......................................7
    a.  Option Price.........................................................7
    b.  Option Term..........................................................8
    c.  Payment..............................................................8
    d.  Conditions to the Exercise of an Option..............................8
    e.  Termination of Incentive Stock Option................................8
    f.  Special Provisions for Certain Substitute Options....................9
  3.3   TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS....................9
    a.  Settlement...........................................................9
    b.  Conditions to Exercise...............................................9
  3.4   TERMS AND CONDITIONS OF STOCK AWARDS.................................9
  3.5   TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS..................10
    a.  Payment.............................................................10
    b.  Conditions To Payment...............................................10
  3.6   TERMS AND CONDITIONS OF PERFORMANCE UNIT AWARDS.....................10
    a.  Payment.............................................................10
    b.  Conditions To Payment...............................................10
  3.7   TERMS AND CONDITIONS OF PHANTOM SHARES..............................11
    a.  Payment.............................................................11
    b.  Conditions to Payment...............................................11
  3.8   TREATMENT OF AWARDS UPON TERMINATION OF EMPLOYMENT..................11

SECTION 4 RESTRICTIONS ON STOCK.............................................11

  4.1   ESCROW OF SHARES....................................................11
  4.2   RESTRICTIONS ON TRANSFER............................................12

SECTION 5 GENERAL PROVISIONS................................................12

  5.1   WITHHOLDING.........................................................12
  5.2   CHANGES IN CAPITALIZATION; MERGER; LIQUIDATION......................12
  5.3   CASH AWARDS.........................................................13
  5.4   COMPLIANCE WITH CODE................................................13
  5.5   RIGHT TO TERMINATE EMPLOYMENT.......................................14
  5.6   NON-ALIENATION OF BENEFITS..........................................14
  5.7   RESTRICTIONS ON DELIVERY AND SALE OF SHARES; LEGENDS................14
  5.8   LISTING AND LEGAL COMPLIANCE........................................14
  5.9   TERMINATION AND AMENDMENT OF THE PLAN...............................14
  5.10  STOCKHOLDER APPROVAL................................................14
  5.11  CHOICE OF LAW.......................................................15
  5.12  EFFECTIVE DATE OF PLAN..............................................15

<PAGE>
                        OMEGA HEALTHCARE INVESTORS, INC.

                            2000 STOCK INCENTIVE PLAN

                             SECTION 1. DEFINITIONS

     1.1 Definitions. Whenever used herein, the masculine pronoun will be deemed
to include the  feminine,  and the  singular  to include the plural,  unless the
context clearly  indicates  otherwise,  and the following  capitalized words and
phrases are used herein with the meaning thereafter ascribed:

     (a)  "Affiliate" means:

          (1)  Any Subsidiary or Parent,

          (2)  An entity that  directly  or through  one or more  intermediaries
               controls,  is controlled  by, or is under common control with the
               Company, as determined by the Company, or

          (3)  Any entity in which the Company has such a  significant  interest
               that the Company  determines it should be deemed an  "Affiliate",
               as determined in the sole discretion of the Company.

     (b)  "Board of Directors" means the board of directors of the Company.

     (c)  "Code" means the Internal Revenue Code of 1986, as amended.

     (d)  "Committee"   means  the  Compensation   Committee  of  the  Board  of
          Directors.

     (e)  "Company"  means  Omega   Healthcare   Investors,   Inc.,  a  Maryland
          corporation.

     (f)  "Disability"  has  the  same  meaning  as  provided  in the  long-term
          disability plan or policy maintained or, if applicable,  most recently
          maintained,  by the Company or, if  applicable,  any  Affiliate of the
          Company for the Participant. If no long-term disability plan or policy
          was  ever   maintained  on  behalf  of  the  Participant  or,  if  the
          determination  of  Disability  relates to an Incentive  Stock  Option,
          Disability means that condition described in Code Section 22(e)(3), as
          amended  from  time  to  time.   In  the  event  of  a  dispute,   the
          determination  of Disability will be made by the Committee and will be
          supported by advice of a physician competent in the area to which such
          Disability relates.

     (g)  "Dividend  Equivalent  Rights"  means  certain  rights to receive cash
          payments as described in Section 3.5.

     (h)  "Exchange Act" means the  Securities  Exchange Act of 1934, as amended
          from time to time.

     (i)  "Fair Market Value" with regard to a date means:

          (1)  the price at which Stock shall have been sold on that date or the
               last  trading date prior to that date as reported by the national
               securities exchange selected by the Committee on which the shares
               of Stock are then actively traded or, if applicable,  as reported
               by the NASDAQ Stock Market.

          (2)  if such market  information  is not published on a regular basis,
               the price of Stock in the over-the-counter market on that date or
               the last  business  day  prior to that  date as  reported  by the
               NASDAQ  Stock  Market  or,  if not so  reported,  by a  generally
               accepted reporting service.

          (3)  if Stock is not publicly  traded,  as determined in good faith by
               the Committee with due consideration  being given to (i) the most
               recent independent appraisal of the Company, if such appraisal is
               not  more  than  twelve   months  old  and  (ii)  the   valuation
               methodology used in any such appraisal.

     For purposes of Paragraphs  (1),  (2), or (3) above,  the Committee may use
     the closing price as of the  applicable  date,  the average of the high and
     low prices as of the applicable date or for a period certain ending on such
     date, the price  determined at the time the  transaction is processed,  the
     tender  offer  price for  shares of Stock,  or any other  method  which the
     Committee determines is reasonably indicative of the fair market value.

     (j)  "Incentive  Stock Option"  means an incentive  stock option within the
          meaning of Section 422 of the Internal Revenue Code.

     (k)  "Option"  means a  Non-Qualified  Stock Option or an  Incentive  Stock
          Option.

     (l)  "Over 10%  Owner"  means an  individual  who at the time an  Incentive
          Stock  Option is granted  owns Stock  possessing  more than 10% of the
          total combined voting power of the Company or one of its Subsidiaries,
          determined by applying the attribution rules of Code Section 424(d).

     (m)  "Non-Qualified  Stock  Option"  means  a stock  option  that is not an
          Incentive Stock Option.

     (n)  "Parent" means any corporation (other than the Company) in an unbroken
          chain of  corporations  ending with the  Company  if, with  respect to
          Incentive  Stock  Options,  at the time of the granting of the Option,
          each of the corporations  other than the Company owns stock possessing
          50% or more of the total combined voting power of all classes of stock
          in one of the other corporations in such chain. A Parent shall include
          any entity other than a corporation  to the extent  permissible  under
          Section 424(f) or regulations and rulings thereunder.

     (o)  "Participant"  means an  individual  who  receives  a Stock  Incentive
          hereunder.

     (p)  "Performance Goals" means the measurable  performance  objectives,  if
          any, established by the Committee for a Performance Period that are to
          be achieved with respect to a Stock Incentive granted to a Participant
          under  the  Plan.  Performance  Goals  may be  described  in  terms of
          Company-wide  objectives or in terms of objectives that are related to
          performance of the division, Affiliate,  department or function within
          the Company or an Affiliate  in which the  Participant  receiving  the
          Stock Incentive is employed or on which the Participant's efforts have
          the  most  influence.   The  achievement  of  the  Performance   Goals
          established  by the  Committee  for  any  Performance  Period  will be
          determined  without regard to the effect on such Performance  Goals of
          any  acquisition or disposition by the Company of a trade or business,
          or of substantially  all of the assets of a trade or business,  during
          the Performance  Period and without regard to any change in accounting
          standards by the Financial Accounting Standards Board or any successor
          entity.  The  Performance  Goals  established by the Committee for any
          Performance  Period  under the Plan will consist of one or more of the
          following:

          (i)  earnings  per  share  and/or  growth  in  earnings  per  share in
               relation   to  target   objectives,   excluding   the  effect  of
               extraordinary or nonrecurring items;

          (ii) operating  cash  flow  and/or  growth in  operating  cash flow in
               relation to target  objectives;

          (iii) cash available in relation to target objectives;

          (iv) net  income  and/or  growth in net income in  relation  to target
               objectives, excluding the effect of extraordinary or nonrecurring
               items;

          (v)  revenue   and/or   growth  in  revenue  in   relation  to  target
               objectives;

          (vi) total   shareholder   return   (measured  as  the  total  of  the
               appreciation  of and  dividends  declared on the Common Stock) in
               relation to target objectives;

          (vii) return on invested capital in relation to target objectives;

          (viii) return on shareholder equity in relation to target objectives;

          (ix) return on assets in relation to target objectives; and

          (x)  return on common book equity in relation to target objectives

     If the Committee  determines that, as a result of a change in the business,
     operations, corporate structure or capital structure of the Company, or the
     manner in which the Company  conducts its business,  or any other events or
     circumstances,  the Performance Goals are no longer suitable, the Committee
     may in its discretion  modify such Performance Goals or the related minimum
     acceptable  level of  achievement,  in whole or in part,  with respect to a
     period as the Committee deems appropriate and equitable,  except where such
     action would result in the loss of the otherwise available exemption of the
     Stock  Incentive  under  Section  162(m) of the  Code.  In such  case,  the
     Committee  will not  make  any  modification  of the  Performance  Goals or
     minimum acceptable level of achievement.

     (q)  "Performance  Period"  means,  with  respect to a Stock  Incentive,  a
          period of time within  which the  Performance  Goals  relating to such
          Stock  Incentive are to be measured.  The  Performance  Period will be
          established  by the  Committee  at the time  the  Stock  Incentive  is
          granted.

     (r)  "Performance  Unit  Award"  refers  to a  performance  unit  award  as
          described in Section 3.6.

     (s)  "Phantom Shares" refers to the rights described in Section 3.7.

     (t)  "Plan" means the Omega Healthcare Investors, Inc. 2000 Stock Incentive
          Plan.

     (u)  "Stock" means Company's common stock.

     (v)  "Stock  Appreciation Right" means a stock appreciation right described
          in Section 3.3.

     (w)  "Stock Award" means a stock award described in Section 3.4.

     (x)  "Stock Incentive Agreement" means an agreement between the Company and
          a Participant  or other  documentation  evidencing an award of a Stock
          Incentive.

     (y)  "Stock Incentive  Program" means a written program  established by the
          Committee,  pursuant to which Stock  Incentives  are awarded under the
          Plan under uniform  terms,  conditions and  restrictions  set forth in
          such written program.

     (z)  "Stock Incentives" means,  collectively,  Dividend  Equivalent Rights,
          Incentive Stock Options,  Non-Qualified Stock Options, Phantom Shares,
          Stock  Appreciation  Rights  and Stock  Awards  and  Performance  Unit
          Awards.

     (aa) "Subsidiary"  means any  corporation  (other  than the  Company) in an
          unbroken chain of  corporations  beginning with the Company if, at the
          time of the  granting of the Option,  each of the  corporations  other
          than the last  corporation in the unbroken chain owns stock possessing
          50% or more of the total combined voting power of all classes of stock
          in one of the other  corporations  in the chain. A "Subsidiary"  shall
          include any entity other than a corporation to the extent  permissible
          under Section 424(f) or regulations or rulings thereunder.

     (bb) "Termination   of   Employment"   means   the   termination   of   the
          employee-employer  relationship  between a Participant and the Company
          and  its  Affiliates,  regardless  of  whether  severance  or  similar
          payments are made to the  Participant for any reason,  including,  but
          not by way of  limitation,  a termination by  resignation,  discharge,
          death,  Disability or retirement.  The Committee will, in its absolute
          discretion, determine the effect of all matters and questions relating
          to  a  Termination  of  Employment,  including,  but  not  by  way  of
          limitation,  the question of whether a leave of absence  constitutes a
          Termination of Employment.

                       SECTION 2 THE STOCK INCENTIVE PLAN

     2.1 Purpose of the Plan.  The Plan is intended to (a) provide  incentive to
officers,  key  employee,  directors  and  consultants  of the  Company  and its
Affiliates  to  stimulate  their  efforts  toward the  continued  success of the
Company and to operate and manage the business in a manner that will provide for
the long-term  growth and  profitability  of the Company;  (b)  encourage  stock
ownership by officers,  key  employees,  directors and  consultants by providing
them with a means to acquire a  proprietary  interest  in the  Company,  acquire
shares of Stock, or to receive  compensation which is based upon appreciation in
the  value of  Stock;  and (c)  provide  a means  of  obtaining,  rewarding  and
retaining officers, key personnel, directors, and consultants.

     2.2 Stock Subject to the Plan.  Subject to  adjustment  in accordance  with
Section 5.2,  three million five hundred  thousand  (3,500,000)  shares of Stock
(the "Maximum Plan Shares") are hereby  reserved  exclusively  for issuance upon
exercise  or  payment  pursuant  to  Stock  Incentives.   The  shares  of  Stock
attributable  to the nonvested,  unpaid,  unexercised,  unconverted or otherwise
unsettled  portion of any Stock  Incentive  that is  forfeited  or  cancelled or
expires or terminates for any reason without becoming vested,  paid,  exercised,
converted or otherwise  settled in full will again be available  for purposes of
the Plan.

     2.3  Administration of The Plan. The Plan is administered by the Committee.
The  Committee has full  authority in its  discretion to determine the officers,
key  employees,  directors and  consultants  of the Company or its Affiliates to
whom Stock  Incentives  will be granted  and the terms and  provisions  of Stock
Incentives,  subject to the Plan.  Subject to the  provisions  of the Plan,  the
Committee has full and conclusive authority to interpret the Plan; to prescribe,
amend and rescind rules and  regulations  relating to the Plan; to determine the
terms and provisions of the respective  Stock  Incentive  Agreements and to make
all other determinations necessary or advisable for the proper administration of
the Plan. The Committee's  determinations under the Plan need not be uniform and
may be made by it  selectively  among  persons who  receive,  or are eligible to
receive,  awards  under the Plan  (whether  or not such  persons  are  similarly
situated). The Committee's decisions are final and binding on all Participants.

     2.4  Eligibility  and  Limits.  Stock  Incentives  may be  granted  only to
officers, and key employees,  directors,  and consultants of the Company, or any
Affiliate of the Company; provided,  however, that an Incentive Stock Option may
only be granted to an employee of the Company or any Subsidiary.  In the case of
Incentive Stock Options,  the aggregate Fair Market Value  (determined as at the
date an Incentive  Stock Option is granted) of stock with respect to which stock
options intended to meet the requirements of Code Section 422 become exercisable
for the first time by an individual  during any calendar year under all plans of
the Company and its Subsidiaries may not exceed $100,000; provided further, that
if the limitation is exceeded,  the Incentive  Stock  Option(s)  which cause the
limitation to be exceeded will be treated as Non-Qualified Stock Option(s).

     2.5 Non-Employee Director Stock Option Grants. A Non-Qualified Stock Option
with  respect  to  10,000  shares  of stock  shall be made to each  non-employee
director  upon  his  election  as  a   non-employee   director.   An  additional
Non-qualified  Stock  Option grant with respect to 1,000 shares shall be made to
each  non-employee  director on or after each  anniversary of the initial grant.
[Amended as of January 1, 2001 to provide that the annual grant shall be made as
of January 1 of each year.] Each Stock Option granted to a non-employee director
will vest with  respect  to 1/3 of the  grant on the  first  anniversary  of the
grant, with respect to an additional 1/3 of the grant on the second  anniversary
of the grant, and with respect to the final 1/3 on the third  anniversary of the
grant;  provided  that a  optionee  will  cease to vest when he or she ceases to
provide services to the Company as an Employee, Consultant, or director.

     Non-employee  directors  are not  eligible  for  further  grants  of  Stock
Options.


                       SECTION 3 TERMS OF STOCK INCENTIVES

     3.1 Terms and Conditions of All Stock Incentives.

     (a)  The  number of shares  of Stock as to which a Stock  Incentive  may be
          granted will be determined  by the  Committee in its sole  discretion,
          subject to the  provisions  of Section  2.2 as to the total  number of
          shares  available  for grants under the Plan and subject to the limits
          on Options and Stock Appreciation Rights in the following sentence. On
          such  date  as  required  by  Section  162(m)  of  the  Code  and  the
          regulations  thereunder  for  compensation  to be treated as qualified
          performance based compensation,  the maximum number of shares of Stock
          with  respect  to which  Options or Stock  Appreciation  Rights may be
          granted  during  any one year  period to any  employee  may not exceed
          1,100,000.  If, after grant,  an Option is  cancelled,  the  cancelled
          Option  shall  continue to be counted  against  the maximum  number of
          shares for which options may be granted to an employee as described in
          this Section 3.1. If, after grant,  the exercise price of an Option is
          reduced  or the base  amount  on which a Stock  Appreciation  Right is
          calculated  is  reduced,  the  transaction  shall  be  treated  as the
          cancellation  of  the  Option  or the  Stock  Appreciation  Right,  as
          applicable, and the grant of a new Option or Stock Appreciation Right,
          as applicable.  If an Option or Stock  Appreciation Right is deemed to
          be cancelled as described  in the  preceding  sentence,  the Option or
          Stock  Appreciation Right that is deemed to be canceled and the Option
          or Stock Appreciation Right that is deemed to be granted shall both be
          counted  against  the  maximum  number of shares for which  Options or
          Stock  Appreciation  Rights may be granted to an employee as described
          in this Section 3.1.

     (b)  Each Stock  Incentive  will either be evidenced  by a Stock  Incentive
          Agreement  in such form and  containing  such  terms,  conditions  and
          restrictions  as  the  Committee  may  determine  to  be  appropriate,
          including without limitation,  Performance Goals that must be achieved
          as a  condition  to vesting or payment of the Stock  Incentive,  or be
          made  subject to the terms of a Stock  Incentive  Program,  containing
          such terms, conditions and restrictions as the Committee may determine
          to be appropriate,  including  without  limitation,  Performance Goals
          that must be  achieved  as a  condition  to  vesting or payment of the
          Stock  Incentive.  Each Stock  Incentive  Agreement or Stock Incentive
          Program  is  subject  to the  terms  of the  Plan  and any  provisions
          contained in the Stock Incentive  Agreement or Stock Incentive Program
          that are inconsistent with the Plan are null and void.

     (c)  The date a Stock  Incentive  is granted  will be the date on which the
          Committee has approved the terms and conditions of the Stock Incentive
          and has determined the recipient of the Stock Incentive and the number
          of shares covered by the Stock Incentive, and has taken all such other
          actions necessary to complete the grant of the Stock Incentive.

     (d)  Any Stock  Incentive  may be  granted  in  connection  with all or any
          portion of a previously or contemporaneously  granted Stock Incentive.
          Exercise or vesting of a Stock  Incentive  granted in connection  with
          another  Stock  Incentive  may  result  in a  pro  rata  surrender  or
          cancellation  of any related  Stock  Incentive,  as  specified  in the
          applicable Stock Incentive Agreement or Stock Incentive Program.

     (e)  Stock Incentives are not transferable or assignable  except by will or
          by the laws of descent and distribution  and are  exercisable,  during
          the Participant's lifetime,  only by the Participant;  or in the event
          of the Disability of the Participant,  by the legal  representative of
          the Participant;  or in the event of death of the Participant,  by the
          legal  representative  of  the  Participant's  estate  or if no  legal
          representative  has  been  appointed,  by the  successor  in  interest
          determined under the Participant's will; provided,  however,  that the
          Committee  may waive any of the  provisions of this Section or provide
          otherwise  as to any  Stock  Incentives  other  than  Incentive  Stock
          Options.

     3.2 Terms and  Conditions  of Options.  Each Option  granted under the Plan
must be  evidenced  by a Stock  Incentive  Agreement.  At the time any Option is
granted,  the Committee will determine  whether the Option is to be an Incentive
Stock Option described in Code Section 422 or a Non-Qualified  Stock Option, and
the Option must be clearly  identified  as to its status as an  Incentive  Stock
Option or a  Non-Qualified  Stock  Option.  Incentive  Stock Options may only be
granted to employees of the Company or any Subsidiary. At the time any Incentive
Stock Option  granted under the Plan is exercised,  the Company will be entitled
to legend the certificates  representing the shares of Stock purchased  pursuant
to the Option to clearly identify them as representing the shares purchased upon
the exercise of an Incentive Stock Option. An Incentive Stock Option may only be
granted  within ten (10) years from the  earlier of the date the Plan is adopted
or approved by the Company's stockholders.

     (a)  Option Price. Subject to adjustment in accordance with Section 5.2 and
          the other  provisions  of this Section  3.2,  the exercise  price (the
          "Exercise Price") per share of Stock purchasable under any Option must
          be as set forth in the applicable Stock Incentive Agreement, but in no
          event may it be less than the Fair Market Value on the date the Option
          is granted with respect to an Incentive Stock Option.  With respect to
          each grant of an  Incentive  Stock Option to a  Participant  who is an
          Over 10% Owner,  the  Exercise  Price may not be less than 110% of the
          Fair Market  Value on the date the Option is granted.  Notwithstanding
          any other provision hereof, and except for adjustments to the Exercise
          Price as  contemplated  by Section  5.2  hereof,  in no event will the
          Exercise  Price per share of Stock  purchaseable  under any  Option be
          reduced  after the date of grant of the  Option  and no Option  may be
          canceled  or  surrendered  in  exchange  for an  Option  with a  lower
          Exercise Price. [Amended as of June 30, 2000]

     (b)  Option Term. Any Incentive  Stock Option granted to a Participant  who
          is not an Over 10% Owner is not  exercisable  after the  expiration of
          ten (10) years  after the date the Option is  granted.  Any  Incentive
          Stock Option granted to an Over 10% Owner is not exercisable after the
          expiration of five (5) years after the date the Option is granted. The
          term of any  Non-Qualified  Stock  Option must be as  specified in the
          applicable Stock Incentive Agreement.

     (c)  Payment.  Payment  for all  shares  of  Stock  purchased  pursuant  to
          exercise of an Option will be made in any form or manner authorized by
          the  Committee  in  the  Stock  Incentive  Agreement  or by  amendment
          thereto,  including,  but  not  limited  to,  cash  or,  if the  Stock
          Incentive Agreement provides:

          (i)  by  delivery  to the Company of a number of shares of Stock which
               have been owned by the  holder for at least six (6) months  prior
               to the date of exercise  having an aggregate Fair Market Value of
               not less than the product of the Exercise Price multiplied by the
               number  of  shares  the  Participant  intends  to  purchase  upon
               exercise of the Option on the date of delivery;

          (ii) in a cashless exercise through a broker; or

          (iii)by having a number of shares of Stock  withheld,  the Fair Market
               Value  of  which  as of the date of  exercise  is  sufficient  to
               satisfy the Exercise Price.

     In its discretion,  the Committee also may authorize (at the time an Option
     is granted or thereafter) Company financing to assist the Participant as to
     payment  of the  Exercise  Price  on such  terms as may be  offered  by the
     Committee  in its  discretion.  Payment  must be made at the time  that the
     Option or any part  thereof  is  exercised,  and no shares may be issued or
     delivered  upon  exercise of an option  until full payment has been made by
     the Participant.  The holder of an Option,  as such, has none of the rights
     of a stockholder.

     (d)  Conditions to the Exercise of an Option. Each Option granted under the
          Plan is exercisable by the Participant or any other designated person,
          at such time or times, or upon the occurrence of such event or events,
          and in such amounts, as the Committee specifies in the Stock Incentive
          Agreement;  provided,  however,  that  subsequent  to the  grant of an
          Option, the Committee, at any time before complete termination of such
          Option,  may  accelerate the time or times at which such Option may be
          exercised in whole or in part, including,  without limitation,  upon a
          Change in Control as defined in the Stock Incentive  Agreement and may
          permit the Participant or any other designated  person to exercise the
          Option,  or any  portion  thereof,  for all or  part of the  remaining
          Option term,  notwithstanding  any  provision  of the Stock  Incentive
          Agreement to the contrary.

     (e)  Termination  of Incentive  Stock Option.  With respect to an Incentive
          Stock  Option,  in  the  event  of  Termination  of  Employment  of  a
          Participant,  the Option or portion  thereof  held by the  Participant
          which is unexercised will expire,  terminate, and become unexercisable
          no later than the  expiration  of three (3)  months  after the date of
          Termination of Employment;  provided,  however,  that in the case of a
          holder whose  Termination of Employment is due to death or Disability,
          one (1) year will be  substituted  for such  three  (3) month  period;
          provided,  further  that  such  time  limits  may be  exceeded  by the
          Committee  under the terms of the grant,  in which case, the Incentive
          Stock Option will be a  Non-Qualified  Option if it is exercised after
          the time  limits  that would  otherwise  apply.  For  purposes of this
          Subsection (e),  Termination of Employment of the Participant will not
          be deemed to have occurred if the  Participant  is employed by another
          corporation  (or a parent  or  subsidiary  corporation  of such  other
          corporation)  which has  assumed  the  Incentive  Stock  Option of the
          Participant   in  a  transaction  to  which  Code  Section  424(a)  is
          applicable.

     (f)  Special  Provisions for Certain  Substitute  Options.  Notwithstanding
          anything to the contrary in this  Section  3.2,  any Option  issued in
          substitution for an option previously issued by another entity,  which
          substitution  occurs in connection  with a  transaction  to which Code
          Section  424(a) is  applicable,  may  provide  for an  exercise  price
          computed in  accordance  with such Code  Section  and the  regulations
          thereunder  and may  contain  such other terms and  conditions  as the
          Committee may prescribe to cause such substitute  Option to contain as
          nearly as  possible  the same  terms  and  conditions  (including  the
          applicable  vesting and termination  provisions) as those contained in
          the previously issued option being replaced thereby.

     3.3  Terms  and  Conditions  of  Stock  Appreciation   Rights.  Each  Stock
Appreciation Right granted under the Plan must be evidenced by a Stock Incentive
Agreement.  A Stock  Appreciation  Right entitles the Participant to receive the
excess of (1) the Fair Market  Value of a specified  or  determinable  number of
shares of the Stock at the time of payment or exercise  over (2) a specified  or
determinable  price which, in the case of a Stock  Appreciation Right granted in
connection  with an  Option,  may not be less than the  Exercise  Price for that
number of shares subject to that Option. A Stock  Appreciation  Right granted in
connection  with a Stock  Incentive may only be exercised to the extent that the
related Stock Incentive has not been exercised, paid or otherwise settled.

     (a)  Settlement. Upon settlement of a Stock Appreciation Right, the Company
          must pay to the  Participant  the  appreciation  in cash or  shares of
          Stock  (valued  at the  aggregate  Fair  Market  Value  on the date of
          payment or exercise) as provided in the Stock Incentive  Agreement or,
          in the absence of such provision, as the Committee may determine.

     (b)  Conditions to Exercise.  Each Stock  Appreciation  Right granted under
          the Plan is exercisable or payable at such time or times,  or upon the
          occurrence  of such  event  or  events,  and in such  amounts,  as the
          Committee  specifies  in  the  Stock  Incentive  Agreement;  provided,
          however,  that subsequent to the grant of a Stock Appreciation  Right,
          the Committee,  at any time before complete  termination of such Stock
          Appreciation  Right,  may  accelerate  the time or times at which such
          Stock Appreciation Right may be exercised or paid in whole or in part.

     3.4 Terms and  Conditions  of Stock  Awards.  The number of shares of Stock
subject to a Stock Award and restrictions or conditions on such shares,  if any,
will be as the Committee  determines,  and the  certificate for such shares will
bear evidence of any  restrictions or conditions.  Subsequent to the date of the
grant  of the  Stock  Award,  the  Committee  has the  power to  permit,  in its
discretion,  an  acceleration  of the  expiration of an  applicable  restriction
period with respect to any part or all of the shares  awarded to a  Participant.
The  Committee may require a cash payment from the  Participant  in an amount no
greater  than the  aggregate  Fair Market  Value of the shares of Stock  awarded
determined  at the date of grant in  exchange  for the grant of a Stock Award or
may grant a Stock Award without the requirement of a cash payment.

     3.5  Terms  and  Conditions  of  Dividend  Equivalent  Rights.  A  Dividend
Equivalent  Right entitles the Participant to receive  payments from the Company
in an amount  determined by reference to any cash  dividends paid on a specified
number of shares of Stock to Company  stockholders  of record  during the period
such  rights are  effective.  The  Committee  may impose such  restrictions  and
conditions on any Dividend  Equivalent  Right as the Committee in its discretion
shall  determine,  including  the date any such right  shall  terminate  and may
reserve the right to terminate, amend or suspend any such right at any time.

     (a)  Payment. Payment in respect of a Dividend Equivalent Right may be made
          by the Company in cash or shares of Stock (valued at Fair Market Value
          as of the date  payment is owed) as  provided  in the Stock  Incentive
          Agreement  or Stock  Incentive  Program,  or, in the  absence  of such
          provision, as the Committee may determine.

     (b)  Conditions To Payment.  Each Dividend  Equivalent  Right granted under
          the Plan is payable at such time or times,  or upon the  occurrence of
          such event or events, and in such amounts,  as the Committee specifies
          in  the  applicable  Stock  Incentive  Agreement  or  Stock  Incentive
          Program; provided, however, that subsequent to the grant of a Dividend
          Equivalent   Right,  the  Committee,   at  any  time  before  complete
          termination of such Dividend Equivalent Right, may accelerate the time
          or times at which such Dividend  Equivalent Right may be paid in whole
          or in part.

     3.6 Terms and Conditions of  Performance  Unit Awards.  A Performance  Unit
Award shall  entitle the  Participant  to receive,  at a specified  future date,
payment of an amount  equal to all or a portion of the value of a  specified  or
determinable  number of units (stated in terms of a designated  or  determinable
dollar amount per unit) granted by the Committee.  At the time of the grant, the
Committee  must  determine  the base  value of each  unit,  the  number of units
subject to a Performance Unit Award, and the Performance Goals applicable to the
determination  of the ultimate  payment value of the Performance Unit Award. The
Committee  may provide for an alternate  base value for each unit under  certain
specified conditions.

     (a)  Payment.  Payment in respect of Performance Unit Awards may be made by
          the Company in cash or shares of Stock (valued at Fair Market Value as
          of the date  payment  is owed) as  provided  in the  applicable  Stock
          Incentive  Agreement or Stock Incentive  Program or, in the absence of
          such provision, as the Committee may determine.

     (b)  Conditions To Payment.  Each  Performance Unit Award granted under the
          Plan shall be payable at such time or times, or upon the occurrence of
          such event or events,  and in such  amounts,  as the  Committee  shall
          specify in the applicable Stock Incentive Agreement or Stock Incentive
          Program;  provided,  however,  that  subsequent  to  the  grant  of  a
          Performance  Unit Award,  the Committee,  at any time before  complete
          termination of such Performance Unit Award, may accelerate the time or
          times at which such  Performance Unit Award may be paid in whole or in
          part.

     3.7 Terms And  Conditions Of Phantom  Shares.  Phantom Shares shall entitle
the  Participant to receive,  at a specified  future date,  payment of an amount
equal to all or a portion  of the Fair  Market  Value of a  specified  number of
shares of Stock at the end of a specified  period. At the time of the grant, the
Committee  will  determine  the  factors  which will  govern the  portion of the
phantom shares so payable,  including,  at the discretion of the Committee,  any
performance  criteria that must be satisfied as a condition to payment.  Phantom
Share awards  containing  performance  criteria may be designated as performance
share awards.

     (a)  Payment.  Payment  in  respect  of  Phantom  Shares may be made by the
          Company in cash or shares of Stock  (valued at Fair Market Value as of
          the  date  payment  is  owed)  as  provided  in the  applicable  Stock
          Incentive Agreement or Stock Incentive Program,  or, in the absence of
          such provision, as the Committee may determine.

     (b)  Conditions  to Payment.  Each Phantom  Share granted under the Plan is
          payable at such time or times, or upon the occurrence of such event or
          events,  and  in  such  amounts,  as  the  Committee  specify  in  the
          applicable  Stock  Incentive  Agreement  or Stock  Incentive  Program;
          provided,  however,  that  subsequent to the grant of a Phantom Share,
          the Committee, at any time before complete termination of such Phantom
          Share,  may  accelerate  the time or times at which such Phantom Share
          may be paid in whole or in part.

     3.8 Treatment of Awards Upon Termination of Employment. Except as otherwise
provided by Plan Section 3.2(e),  any award under this Plan to a Participant who
has experienced a Termination of Employment may be cancelled,  accelerated, paid
or continued,  as provided in the applicable Stock Incentive  Agreement or Stock
Incentive  Program,  or, in the absence of such provision,  as the Committee may
determine.  The portion of any award exercisable in the event of continuation or
the amount of any  payment  due under a  continued  award may be adjusted by the
Committee to reflect the Participant's  period of service from the date of grant
through the date of the  Participant's  Termination  of Employment or such other
factors as the Committee determines are relevant to its decision to continue the
award.

                         SECTION 4 RESTRICTIONS ON STOCK

     4.1 Escrow of Shares.  Any  certificates  representing  the shares of Stock
issued  under the Plan will be issued in the  Participant's  name,  but,  if the
applicable Stock Incentive Agreement or Stock Incentive Program so provides, the
shares of Stock will be held by a custodian  designated  by the  Committee  (the
"Custodian").  Each  applicable  Stock  Incentive  Agreement or Stock  Incentive
Program  providing for transfer of shares of Stock to the Custodian must appoint
the Custodian as the attorney-in-fact for the Participant for the term specified
in the applicable  Stock Incentive  Agreement or Stock Incentive  Program,  with
full power and authority in the Participant's name, place and stead to transfer,
assign and convey to the Company any shares of Stock held by the  Custodian  for
such Participant,  if the Participant forfeits the shares under the terms of the
applicable  Stock  Incentive  Agreement or Stock Incentive  Program.  During the
period  that the  Custodian  holds  the  shares  subject  to this  Section,  the
Participant  is  entitled to all  rights,  except as provided in the  applicable
Stock Incentive  Agreement or Stock Incentive  Program,  applicable to shares of
Stock  not so held.  Any  dividends  declared  on  shares  of Stock  held by the
Custodian  must provide in the  applicable  Stock  Incentive  Agreement or Stock
Incentive  Program,   to  be  paid  directly  to  the  Participant  or,  in  the
alternative, be retained by the Custodian or by the Company until the expiration
of the term  specified  in the  applicable  Stock  Incentive  Agreement or Stock
Incentive Program and shall then be delivered,  together with any proceeds, with
the shares of Stock to the Participant or to the Company, as applicable.

     4.2  Restrictions On Transfer.  The Participant  does not have the right to
make or permit to exist any  disposition of the shares of Stock issued  pursuant
to the Plan  except as provided in the Plan or the  applicable  Stock  Incentive
Agreement or Stock  Incentive  Program.  Any  disposition of the shares of Stock
issued under the Plan by the Participant not made in accordance with the Plan or
the applicable  Stock  Incentive  Agreement or Stock  Incentive  Program will be
void.  The  Company  will not  recognize,  or have the  duty to  recognize,  any
disposition  not made in  accordance  with the  Plan  and the  applicable  Stock
Incentive  Agreement or Stock Incentive  Program,  and the shares so transferred
will  continue  to be  bound  by the Plan  and the  applicable  Stock  Incentive
Agreement or Stock Incentive Program.

                          SECTION 5 GENERAL PROVISIONS

     5.1 Withholding.  The Company must deduct from all cash distributions under
the  Plan  any  taxes  required  to be  withheld  by  federal,  state  or  local
government.  Whenever  the Company  proposes or is required to issue or transfer
shares of Stock  under the Plan or upon the  vesting  of any  Stock  Award,  the
Company has the right to require the recipient to remit to the Company an amount
sufficient to satisfy any federal, state and local tax withholding  requirements
prior to the delivery of any certificate or certificates  for such shares or the
vesting of such Stock Award. A Participant may pay the withholding obligation in
cash, or, if the applicable Stock Incentive Agreement or Stock Incentive Program
provides, a Participant may elect to have the number of shares of Stock he is to
receive  reduced  by,  or with  respect  to a Stock  Award,  tender  back to the
Company,  the smallest number of whole shares of Stock which, when multiplied by
the Fair  Market  Value of the  shares  of Stock  determined  as of the Tax Date
(defined  below),  is sufficient to satisfy  federal,  state and local,  if any,
withholding  obligation arising from exercise or payment of a Stock Incentive (a
"Withholding  Election").  A Participant may make a Withholding Election only if
both of the following conditions are met:

     (a)  The Withholding Election must be made on or prior to the date on which
          the amount of tax  required  to be withheld  is  determined  (the "Tax
          Date") by executing and delivering to the Company a properly completed
          notice of Withholding Election as prescribed by the Committee; and

     (b)  Any Withholding Election made will be irrevocable except on six months
          advance  written  notice  delivered  to  the  Company;   however,  the
          Committee may in its sole discretion  disapprove and give no effect to
          the Withholding Election.

     5.2 Changes In Capitalization; Merger; Liquidation.

     (a)  The  number  of  shares of Stock  reserved  for the grant of  Options,
          Dividend Equivalent Rights,  Performance Unit Awards,  Phantom Shares,
          Stock  Appreciation  Rights and Stock Awards;  the number of shares of
          Stock  reserved  for  issuance  upon  the  exercise  or  payment,   as
          applicable,  of each outstanding  Option,  Dividend  Equivalent Right,
          Phantom Share and Stock  Appreciation Right and upon vesting or grant,
          as  applicable,  of each  Stock  Award;  the  Exercise  Price  of each
          outstanding  Option  and the  specified  number  of shares of Stock to
          which each outstanding  Dividend  Equivalent Right,  Phantom Share and
          Stock Appreciation Right pertains must be proportionately adjusted for
          any  increase  or  decrease  in the  number of issued  shares of Stock
          resulting  from a subdivision  or combination of shares or the payment
          of a stock  dividend  in shares  of Stock to  holders  of  outstanding
          shares of Stock or any other  increase  or  decrease  in the number of
          shares of Stock outstanding  effected without receipt of consideration
          by the Company.

     (b)  In the event of a merger, consolidation, reorganization, extraordinary
          dividend, spin-off, sale of substantially all of the Company's assets,
          other change in capital  structure  of the  Company,  tender offer for
          shares of Stock,  or a change in control of the Company (as defined by
          the  Committee  in  the  applicable  Stock  Incentive  Agreement)  the
          Committee  may make such  adjustments  with respect to awards and take
          such other action as it deems necessary or appropriate to reflect such
          merger,  consolidation,  reorganization  or tender  offer,  including,
          without limitation,  the substitution of new awards, or the adjustment
          of outstanding  awards,  the  acceleration  of awards,  the removal of
          restrictions on outstanding  awards, or the termination of outstanding
          awards in exchange for the cash value  determined in good faith by the
          Committee  of the vested  and/or  unvested  portion of the award.  Any
          adjustment   pursuant  to  this  Section  5.2  may  provide,   in  the
          Committee's  discretion,  for the elimination without payment therefor
          of any fractional  shares that might  otherwise  become subject to any
          Stock  Incentive,  but  except  as set forth in this  Section  may not
          otherwise diminish the then value of the Stock Incentive.

     (c)  The existence of the Plan and the Stock Incentives granted pursuant to
          the Plan must not affect in any way the right or power of the  Company
          to make or authorize any adjustment, reclassification,  reorganization
          or other  change in its capital or business  structure,  any merger or
          consolidation of the Company,  any issue of debt or equity  securities
          having  preferences  or  priorities  as to the  Stock  or  the  rights
          thereof,  the  dissolution or liquidation of the Company,  any sale or
          transfer of all or any part of its  business  or assets,  or any other
          corporate act or proceeding.

     5.3 Cash  Awards.  The  Committee  may, at any time and in its  discretion,
grant to any holder of a Stock Incentive the right to receive, at such times and
in such amounts as determined by the Committee in its discretion,  a cash amount
which is intended to reimburse  such person for all or a portion of the federal,
state and local income taxes  imposed upon such person as a  consequence  of the
receipt of the Stock Incentive or the exercise of rights thereunder.

     5.4  Compliance  With  Code.  All  Incentive  Stock  Options  to be granted
hereunder  are intended to comply with Code Section 422, and all  provisions  of
the Plan and all Incentive Stock Options granted  hereunder must be construed in
such manner as to effectuate that intent.

     5.5  Right to  Terminate  Employment.  Nothing  in the Plan or in any Stock
Incentive  confers upon any  Participant the right to continue as an employee or
officer  of the  Company  or any of its  Affiliates  or affect  the right of the
Company or any of its  Affiliates to terminate the  Participant's  employment or
services at any time.

     5.6  Non-Alienation of Benefits.  Other than as provided herein, no benefit
under the Plan may be subject in any manner to anticipation,  alienation,  sale,
transfer,  assignment,  pledge,  encumbrance or charge; and any attempt to do so
shall be void. No such benefit may, prior to receipt by the  Participant,  be in
any  manner  liable  for  or  subject  to  the  debts,  contracts,  liabilities,
engagements or torts of the Participant.

     5.7  Restrictions  on  Delivery  and Sale of  Shares;  Legends.  Each Stock
Incentive is subject to the condition that if at any time the Committee,  in its
discretion,  shall determine that the listing,  registration or qualification of
the shares covered by such Stock Incentive upon any securities exchange or under
any state or federal law is  necessary  or  desirable  as a  condition  of or in
connection with the granting of such Stock Incentive or the purchase or delivery
of shares  thereunder,  the delivery of any or all shares pursuant to such Stock
Incentive  may be  withheld  unless  and until  such  listing,  registration  or
qualification  shall have been effected.  If a registration  statement is not in
effect under the Securities Act of 1933 or any applicable  state securities laws
with respect to the shares of Stock  purchasable or otherwise  deliverable under
Stock Incentives then outstanding,  the Committee may require, as a condition of
exercise of any Option or as a condition to any other delivery of Stock pursuant
to a Stock  Incentive,  that  the  Participant  or  other  recipient  of a Stock
Incentive represent,  in writing, that the shares received pursuant to the Stock
Incentive are being acquired for investment and not with a view to  distribution
and  agree  that the  shares  will not be  disposed  of  except  pursuant  to an
effective  registration  statement,  unless the Company  shall have  received an
opinion of counsel that such disposition is exempt from such  requirement  under
the Securities Act of 1933 and any applicable state securities laws. The Company
may include on certificates  representing  shares delivered  pursuant to a Stock
Incentive   such  legends   referring  to  the  foregoing   representations   or
restrictions or any other applicable  restrictions on resale as the Company,  in
its discretion, shall deem appropriate.

     5.8 Listing and Legal Compliance. The Committee may suspend the exercise or
payment of any Stock Incentive so long as it determines that securities exchange
listing or registration or  qualification  under any securities laws is required
in connection  therewith and has not been  completed on terms  acceptable to the
Committee.

     5.9  Termination  and Amendment of the Plan.  The Board of Directors at any
time may amend or terminate  the Plan without  stockholder  approval;  provided,
however, that the Board of Directors may condition any amendment on the approval
of  stockholders  of the Company if such approval is necessary or advisable with
respect to tax,  securities or other  applicable  laws. No such  termination  or
amendment  without the consent of the holder of a Stock  Incentive may adversely
affect the rights of the Participant under such Stock Incentive.

     5.10 Stockholder  Approval.  The Plan must be submitted to the stockholders
of the Company for their approval  within twelve (12) months before or after the
adoption of the Plan by the Board of Directors of the Company.  If such approval
is not obtained, any Stock Incentive granted hereunder will be void.

     5.11  Choice of Law.  The laws of the State of  Maryland  shall  govern the
Plan,  to the extent not  preempted  by federal  law,  without  reference to the
principles of conflict of laws.

     5.12  Effective  Date of Plan.  This  Plan  was  approved  by the  Board of
Directors as of June 14, 2000.

</TEXT>
</DOCUMENT>
