J NET ENTERPRISES INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10.txt
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                                                           EXHIBIT 10.1

                                 FORM OF
                         J NET ENTERPRISES, INC.
            2004 OMNIBUS LONG-TERM INCENTIVE COMPENSATION PLAN

     1.  Purpose.  The purpose of this 2004 OMNIBUS LONG-TERM INCENTIVE
COMPENSATION PLAN (the "Plan") is to assist J Net Enterprises, Inc., a
public corporation (the "Company") and its Related Entities (as
hereinafter defined) in attracting, motivating, retaining and rewarding
high-quality executives and other employees, officers, directors,
consultants and other persons who provide services to the Company or its
Related Entities by enabling such persons to acquire or increase a
proprietary interest in the Company in order to strengthen the mutuality
of interests between such persons and the Company's shareholders, and
providing such persons with long term performance incentives to expend
their maximum efforts in the creation of shareholder value.

     2.  Definitions.  For purposes of the Plan, the following terms shall
be defined as set forth below, in addition to such terms defined in
Section 1 hereof.

         (a)  "Award" means any Option, Restricted Stock Award, Deferred
Stock Award, Share granted as a bonus or in lieu of another award,
Dividend Equivalent, Other Stock-Based Award or Performance Award,
together with any other right or interest, granted to a Participant under
the Plan.

         (b)  "Award Agreement" means any written agreement, contract or
other instrument or document evidencing any Award granted by the Committee
hereunder.

         (c)  "Beneficiary" means the person, persons, trust or trusts
that have been designated by a Participant in his or her most recent
written beneficiary designation filed with the Committee to receive the
benefits specified under the Plan upon such Participant's death or to
which Awards or other rights are transferred if and to the extent
permitted under Section 10(b) hereof.  If, upon a Participant's death,
there is no designated Beneficiary or surviving designated Beneficiary,
then the term Beneficiary means the person, persons, trust or trusts
entitled by will or the laws of descent and distribution to receive such
benefits.

         (d)  "Beneficial Owner" shall have the meaning ascribed to such
term in Rule 13d-3 under the Exchange Act and any successor to such Rule.

         (e)  "Board" means the Company's Board of Directors.

         (f)  "Cause" shall, with respect to any Participant have the
meaning specified in the Award Agreement.  In the absence of any
definition in the Award Agreement, "Cause" shall have the equivalent
meaning or the same meaning as "cause" or "for cause" set forth in any
employment, consulting, or other agreement for the performance of services
between the Participant and the Company or a Related Entity or, in the
absence of any such agreement or any such definition in such agreement,
such term shall mean (i) the failure by the Participant to perform, in a
reasonable manner, his or her duties as assigned by the Company or a
Related Entity, (ii) any violation or breach by the Participant of his or
her employment, consulting or other similar agreement with the Company or
a Related Entity, if any, (iii) any violation or breach by the Participant
of any non-competition, non-solicitation, non-disclosure and/or other
similar agreement with the Company or a Related Entity, (iv) any act by
the Participant of dishonesty or bad faith with respect to the Company (or
a Related Entity), (v) use of alcohol, drugs or other similar substances
in a manner that adversely affects the Participant's work performance, or
(vi) the commission by the Participant of any act, misdemeanor, or crime
reflecting unfavorably upon the Participant or the Company or any Related
Entity.  The good faith determination by the Committee of whether the
Participant's Continuous Service was terminated by the Company for "Cause"
shall be final and binding for all purposes hereunder.

         (g)  "Change in Control" means a Change in Control as defined
with related terms in Section 9(b) of the Plan.

         (h)  "Code" means the Internal Revenue Code of 1986, as amended
from time to time, including regulations thereunder and successor
provisions and regulations thereto.

         (i)  "Committee" means a committee designated by the Board to
administer the Plan; provided, however, that if the Board fails to
designate a committee or if there are no longer any members on the
committee so designated by the Board, then the Board shall serve as the
Committee.  The Committee shall consist of at least two directors, and
each member of the Committee shall be (i) a "non-employee director" within
the meaning of  Rule 16b-3 (or any successor rule) under the Exchange Act,
unless administration of the Plan by "non-employee directors" is not then
required in order for exemptions under Rule 16b-3 to apply to transactions
under the Plan, (ii) an "outside director" within the meaning of Section
162(m) of the Code, and (iii) "Independent".

         (j)  "Consultant" means any person (other than an Employee or a
Director, solely with respect to rendering services in such person's
capacity as a director) who is engaged by the Company or any Related
Entity to render consulting or advisory services to the Company or such
Related Entity.

         (k)  "Continuous Service" means the uninterrupted provision of
services to the Company or any Related Entity in any capacity of Employee,
Director, Consultant or other service provider.  Continuous Service shall
not be considered to be interrupted in the case of (i) any approved leave
of absence, (ii) transfers among the Company, any Related Entities, or any
successor entities, in any capacity of Employee Director, Consultant or
other service provider, or (iii) any change in status as long as the
individual remains in the service of the Company or a Related Entity in
any capacity of Employee, Director, Consultant or other service provider
(except as otherwise provided in the Award Agreement).  An approved leave
of absence shall include sick leave, military leave, or any other
authorized personal leave.

         (l)  "Covered Employee" means an Eligible Person who is a
"covered employee" within the meaning of Section 162(m)(3) of the Code, or
any successor provision thereto.

         (m)  "Deferred Stock" means a right to receive Shares, including
Restricted Stock, cash or a combination thereof, at the end of a specified
deferral period.

         (n)  "Deferred Stock Award" means an Award of Deferred Stock
granted to a Participant under Section 6(e) hereof.

         (o)  "Director" means a member of the Board or the board of
directors of any Related Entity.

         (p)  "Disability" means a permanent and total disability (within
the meaning of Section 22(e) of the Code), as determined by a medical
doctor satisfactory to the Committee.

         (q)  "Discounted Option" means any Option awarded under Section
6(b) hereof  with an exercise price that is less than the Fair Market
Value of a Share on the date of grant.

         (r)  "Dividend Equivalent" means a right, granted to a
Participant under Section 6(g) hereof, to receive cash, Shares, other
Awards or other property equal in value to regular dividends paid with
respect to a specified number of Shares, or other periodic payments.

         (s)  "Effective Date" means the effective date of the Plan, which
shall be July 20, 2004, subject to approval within twelve (12) months by
the stockholders of the shares entitled to vote thereon.

         (t)  "Eligible Person" means each officer, Director, Employee,
Consultant and other person who provides services to the Company or any
Related Entity.  The foregoing notwithstanding, only employees of the
Company, or any parent corporation or subsidiary corporation of the
Company (as those terms are defined in Code Sections 424(e) and (f),
respectively), shall be Eligible Persons for purposes of receiving any
Incentive Stock Options.  An Employee on leave of absence may be
considered as still in the employ of the Company or a Related Entity for
purposes of eligibility for participation in the Plan.

         (u)  "Employee" means any person, including an officer or
Director, who is an employee of the Company or any Related Entity.  The
payment of a director's fee by the Company or a Related Entity shall not
be sufficient to constitute "employment" by the Company.

         (v)  "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, including rules thereunder and successor
provisions and rules thereto.

         (w)  "Fair Market Value" means the fair market value of Shares,
Awards or other property as determined by the Committee, or under
procedures established by the Committee.  Unless otherwise determined by
the Committee, the Fair Market Value of a Share as of any given date shall
be the closing sale price per Share reported on a consolidated basis for
stock listed on the principal stock exchange or market on which Shares are
traded on the date as of which such value is being determined or, if there
is no sale on that date, then on the last previous day on which a sale was
reported.

         (x)  "Good Reason" shall, with respect to any Participant, have
the meaning specified in the Award Agreement.  In the absence of any
definition in the Award Agreement, "Good Reason" shall have the equivalent
meaning or the same meaning as "good reason" or "for good reason" set
forth in any employment, consulting or other agreement for the performance
of services between the Participant and the Company or a Related Entity
or, in the absence of any such agreement or any such definition in such
agreement, such term shall mean (i) the assignment to the Participant of
any duties inconsistent in any material respect with the Participant's
position (including status, offices, titles and reporting requirements),
authority, duties or responsibilities as assigned by the Company or a
Related Entity, or any other action by the Company or a Related Entity
which results in a material diminution in such position, authority, duties
or responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and which is
remedied by the Company or a Related Entity promptly after receipt of
notice thereof given by the Participant; or (ii) any material failure by
the Company or a Related Entity to comply with its obligations to the
Participant as agreed upon, other than an isolated, insubstantial and
inadvertent failure not occurring in bad faith and which is remedied by
the Company or a Related Entity promptly after receipt of notice thereof
given by the Participant.

         (y)  "Incentive Stock Option" means any Option intended to be
designated as an incentive stock option within the meaning of Section 422
of the Code or any successor provision thereto.

         (z)  "Independent," when referring to either the Board or members
of the Committee, shall have the same meaning as used in the rules of the
American Stock Exchange or any national securities exchange on which any
securities of the Company are listed or quoted for trading, and if not
listed or quoted for trading, by the rules of American Stock Exchange.

         (aa)  "Incumbent Board" means the Incumbent Board as defined in
Section 9(b)(ii) of the Plan.

         (bb)  "Option" means a right granted to a Participant under
Section 6(b) hereof, to purchase Shares or other Awards at a specified
price during specified time periods.
         (cc)  "Optionee" means a person to whom an Option is granted
under this Plan or any person who succeeds to the rights of such person
under this Plan.

         (dd)  "Option Proceeds" shall mean the cash actually received by
the Company for the exercise price in connection with the exercise of
Options that are exercised after the Effective Date of the Plan, plus the
maximum tax benefit that could be realized by the Company as a result of
the exercise of such Options, which tax benefit shall be determined by
multiplying (i) the amount that is deductible for Federal income tax
purposes as a result of any such option exercise (currently, equal to the
amount upon which the Participant's withholding tax obligation is
calculated), times (ii) the maximum Federal corporate income tax rate for
the year of exercise.  With respect to Options, to the extent that a
Participant pays the exercise price and/or withholding taxes with Shares,
Option Proceeds shall not be calculated with respect to the amounts so
paid in Shares.

         (ee)  "Other Stock-Based Awards" means Awards granted to a
Participant under Section 6(i) hereof.

         (ff)  "Participant" means a person who has been granted an Award
under the Plan which remains outstanding, including a person who is no
longer an Eligible Person.

         (gg)  "Performance Award" shall mean any Award of Performance
Shares or Performance Units granted pursuant to Section 6(h).

         (hh)  "Performance Period" means that period established by the
Committee at the time any Performance Award is granted or at any time
thereafter during which any performance goals specified by the Committee
with respect to such Award are to be measured.

         (ii)  "Performance Share" means any grant pursuant to Section 8
of a unit valued by reference to a designated number of Shares, which
value may be paid to the Participant by delivery of such property as the
Committee shall determine, including cash, Shares, other property, or any
combination thereof, upon achievement of such performance goals during the
Performance Period as the Committee shall establish at the time of such
grant or thereafter.

         (jj)  "Performance Unit" means any grant pursuant to Section 8 of
a unit valued by reference to a designated amount of property (including
cash) other than Shares, which value may be paid to the Participant by
delivery of such property as the Committee shall determine, including
cash, Shares, other property, or any combination thereof, upon achievement
of such performance goals during the Performance Period as the Committee
shall establish at the time of such grant or thereafter.

         (kk)  "Person" shall have the meaning ascribed to such term in
Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
thereof, and shall include a "group" as defined in Section 13(d) thereof.
         (ll)  "Related Entity" means any Subsidiary, and any business,
corporation, partnership, limited liability company or other entity
designated by Board in which the Company  or a Subsidiary holds a
substantial ownership interest, directly or indirectly.

         (mm)  "Restricted Stock" means any Share issued with the
restriction that the holder may not sell, transfer, pledge or assign such
Share and with such other restrictions as the Committee, in its sole
discretion, may impose (including any restriction on the right to vote
such Share and the right to receive any dividends), which restrictions may
lapse separately or in combination at such time or times, in installments
or otherwise, as the Committee may deem appropriate.

         (nn)  "Restricted Stock Award" means an Award granted to a
Participant under Section 6(d) hereof.

         (oo)  "Rule 16b-3" means Rule 16b-3, as from time to time in
effect and applicable to the Plan and Participants, promulgated by the
Securities and Exchange Commission under Section 16 of the Exchange Act.

         (pp)  "Shares" means the shares of common stock of the Company,
par value $0.01 per share, and such other securities as may be substituted
(or resubstituted) for Shares pursuant to Section 10(c) hereof.

         (qq)  "Subsidiary" means any corporation or other entity in which
the Company has a direct or indirect ownership interest of 50% or more of
the total combined voting power of the then outstanding securities or
interests of such corporation or other entity entitled to vote generally
in the election of directors or in which the Company has the right to
receive 50% or more of the distribution of profits or 50% or more of the
assets on liquidation or dissolution.

         (rr)  "Substitute Awards" shall mean Awards granted or Shares
issued by the Company in assumption of, or in substitution or exchange
for, awards previously granted, or the right or obligation to make future
awards, by a company acquired by the Company or any Related Entity or with
which the Company or any Related Entity combines.

     3.  Administration.

         (a)  Authority of the Committee.  The Plan shall be administered
by the Committee, except to the extent the Board elects to administer the
Plan, in which case the Plan shall be administered by only those directors
who are Independent Directors, in which case references herein to the
"Committee" shall be deemed to include references to the Independent
members of the Board.  The Committee shall have full and final authority,
subject to and consistent with the provisions of the Plan, to select
Eligible Persons to become Participants, grant Awards, determine the type,
number and other terms and conditions of, and all other matters relating
to, Awards, prescribe Award Agreements (which need not be identical for
each Participant) and rules and regulations for the administration of the
Plan, construe and interpret the Plan and Award Agreements and correct
defects, supply omissions or reconcile inconsistencies therein, and to
make all other decisions and determinations as the Committee may deem
necessary or advisable for the administration of the Plan.  In exercising
any discretion granted to the Committee under the Plan or pursuant to any
Award, the Committee shall not be required to follow past practices, act
in a manner consistent with past practices, or treat any Eligible Person
in a manner consistent with the treatment of other Eligible Persons.

         (b)  Manner of Exercise of Committee Authority.  The Committee,
and not the Board, shall exercise sole and exclusive discretion on any
matter relating to a Participant then subject to Section 16 of the
Exchange Act with respect to the Company to the extent necessary in order
that transactions by such Participant shall be exempt under Rule 16b-3
under the Exchange Act.  Any action of the Committee shall be final,
conclusive and binding on all persons, including the Company, its Related
Entities, Participants, Beneficiaries, transferees under Section 10(b)
hereof or other persons claiming rights from or through a Participant, and
shareholders.  The express grant of any specific power to the Committee,
and the taking of any action by the Committee, shall not be construed as
limiting any power or authority of the Committee.  The Committee may
delegate to officers or managers of the Company or any Related Entity, or
committees thereof, the authority, subject to such terms as the Committee
shall determine to perform such functions, including administrative
functions as the Committee may determine to the extent that such
delegation will not result in the loss of an exemption under Rule 16b-
3(d)(1) for Awards granted to Participants subject to Section 16 of the
Exchange Act in respect of the Company and will not cause Awards intended
to qualify as "performance-based compensation" under Code Section 162(m)
to fail to so qualify.  The Committee may appoint agents to assist it in
administering the Plan.

         (c)  Limitation of Liability.  The Committee and the Board, and
each member thereof, shall be entitled to, in good faith, rely or act upon
any report or other information furnished to him or her by any officer or
Employee, the Company's independent auditors, Consultants or any other
agents assisting in the administration of the Plan.  Members of the
Committee and the Board, and any officer or Employee acting at the
direction or on behalf of the Committee or the Board, shall not be
personally liable for any action or determination taken or made in good
faith with respect to the Plan, and shall, to the extent permitted by law,
be fully indemnified and protected by the Company with respect to any such
action or determination.

     4.  Shares Subject to Plan.

         (a)  Limitation on Overall Number of Shares Subject to Awards.
Subject to adjustment as provided in Section 10(c) hereof, the maximum
aggregate number of Shares that may be (i) issued under the Plan pursuant
to the exercise of Options, (ii) issued pursuant to Restricted Stock
Awards, Deferred Shares and performance Shares is 3,000,000 Shares.  No
Participant may receive Awards representing more than 400,000 shares in
any one calendar year. In addition, the maximum number of Performance
Units that may be granted to a Participant in any one calendar year is
400,000 for each full or fractional year included in the Performance
Period for the grant of Performance Units during such calendar year.  This
limitation shall be applied as of any date by taking into account the
number of shares available to be made the subject of new Awards as of such
date, plus the number of shares previously issued under the Plan and the
number of share subject to outstanding Awards as of such date.   Any share
delivered under the Plan may consist, in whole or in part, of authorized
and unissued shares or treasury shares.

         (b)  Application of Limitation to Grants of Awards.  No Award may
be granted if the number of Shares to be delivered in connection with such
an Award or, in the case of an Award relating to Shares but settled only
in cash, the number of Shares to which such Award relates, exceeds the
number of Shares remaining available under the Plan, minus the number of
Shares deliverable in settlement of or relating to then outstanding
Awards.  The Committee may adopt reasonable counting procedures to ensure
appropriate counting, avoid double counting (as, for example, in the case
of tandem or substitute awards) and make adjustments if the number of
Shares actually delivered differs from the number of Shares previously
counted in connection with an Award.

         (c)  Availability of Shares Not Delivered under Awards.

              (i)  If any Shares subject to an Award are forfeited, expire
or otherwise terminate without issuance of such Shares, or any Award is
settled for cash or otherwise does not result in the issuance of all or a
portion of the Shares subject to such Award or award, the Shares shall, to
the extent of such forfeiture, expiration, termination, cash settlement or
non-issuance, again be available for Awards under the Plan, subject to
Section 4(c)(v) below.

              (ii)  In the event that any Option or other Award granted
hereunder is exercised through the tendering of Shares (either actually or
by attestation) or by the withholding of Shares by the Company, or
withholding tax liabilities arising from such Option or other Award are
satisfied by the tendering of Shares (either actually or by attestation)
or by the withholding of Shares by the Company, then only the number of
Shares issued net of the Shares tendered or withheld shall be counted for
purposes of determining the maximum number of Shares available for grant
under the Plan.

              (iii)  Shares reacquired by the Company on the open market
using Option Proceeds shall be available for Awards under the Plan.  The
increase in Shares available pursuant to the repurchase of Shares with
Option Proceeds shall not be greater than the amount of such proceeds
divided by the Fair Market Value of a Share on the date of exercise of the
Option giving rise to such Option Proceeds.

              (iv)  Substitute Awards shall not reduce the Shares
authorized for grant under the Plan or authorized for grant to a
Participant in any period.  Additionally, in the event that a company
acquired by the Company or any Related Entity or with which the Company or
any Related Entity combines has shares available under a pre-existing plan
approved by shareholders and not adopted in contemplation of such
acquisition or combination, the shares available for grant pursuant to the
terms of such pre-existing plan (as adjusted, to the extent appropriate,
using the exchange ratio or other adjustment or valuation ratio or formula
used in such acquisition or combination to determine the consideration
payable to the holders of common stock of the entities party to such
acquisition or combination) may be used for Awards under the Plan and
shall not reduce the Shares authorized for grant under the Plan; provided
that Awards using such available shares shall not be made after the date
awards or grants could have been made under the terms of the pre-existing
plan, absent the acquisition or combination, and shall only be made to
individuals who were not Employees or Directors prior to such acquisition
or combination.

              (v)  Any Shares that again become available for grant
pursuant to this Section 4(c) shall be added back as one (1) Share if such
Shares were granted under the Plan.

              (vi)  Notwithstanding anything in this Section 4(c) to the
contrary and solely for purposes of determining whether Shares are
available for the grant of Incentive Stock Options, the maximum aggregate
number of shares that may be granted under this Plan shall be determined
without regard to any Shares restored pursuant to this Section 4(c) that,
if taken into account, would cause the Plan to fail the requirement under
Code Section 422 that the Plan designate a maximum aggregate number of
shares that may be issued.

              (d)  No Further Awards Under Prior Plan.  In light of the
adoption of this Plan, no further awards shall be made under any prior
plans after the Effective Date.

     5.  Eligibility; Per-Person Award Limitations.  Awards may be granted
under the Plan only to Eligible Persons.  Subject to adjustment as
provided in Section 10(c), in each fiscal year during any part of which
the Plan is in effect, no Participant may be granted (i) Options with
respect to more than 400,000 Shares or (ii) Restricted Stock, Performance
Shares and/or Other Stock-Based Awards with respect to more than 400,000
Shares.  In addition, the maximum dollar value payable to any one
 Participant with respect to any Performance Period with respect to
Performance Units is $400,000.

     6.  Specific Terms of Awards.

         (a)  General.  Awards may be granted on the terms and conditions
set forth in this Section 6.  In addition, the Committee may impose on any
Award or the exercise thereof, at the date of grant or thereafter (subject
to Section 10(e)), such additional terms and conditions, not inconsistent
with the provisions of the Plan, as the Committee shall determine,
including terms requiring forfeiture of Awards in the event of termination
of Continuous Service by the Participant and terms permitting a
Participant to make elections relating to his or her Award.  The Committee
shall retain full power and discretion to accelerate, waive or modify, at
any time, any term or condition of an Award that is not mandatory under
the Plan.  Except in cases in which the Committee is authorized to require
other forms of consideration under the Plan, no consideration other than
services may be required for the grant (but not the exercise) of any
Award.

         (b)  Options.  The Committee is authorized to grant Options to
any Eligible Person on the following terms and conditions:

              (i)  Exercise Price.  Other than in connection with
Substitute Awards, the exercise price per Share purchasable under an
Option shall be determined by the Committee, provided that such exercise
price shall not be less than 100% of the Fair Market Value of a Share on
the date of grant of the Option and shall not, in any event, be less than
the par value of a Share on the date of grant of the Option.  If an
Employee owns or is deemed to own (by reason of the attribution rules
applicable under Section 424(d) of the Code) more than 10% of the combined
voting power of all classes of stock of the Company (or any parent
corporation or subsidiary corporation of the Company, as those terms are
defined in Sections 424(e) and (f) of the Code, respectively) and an
Incentive Stock Option is granted to such employee, the exercise price of
such Incentive Stock Option (to the extent required by the Code at the
time of grant) shall be no less than 110% of the Fair Market Value a Share
on the date such Incentive Stock Option is granted.

              (ii)  Time and Method of Exercise.  The Committee shall
determine the time or times at which or the circumstances under which an
Option may be exercised in whole or in part (including based on
achievement of performance goals and/or future service requirements), the
time or times at which Options shall cease to be or become exercisable
following termination of Continuous Service or upon other conditions, the
methods by which the exercise price may be paid or deemed to be paid
(including in the discretion of the Committee a cashless exercise
procedure), the form of such payment, including, without limitation, cash,
Shares, other Awards or awards granted under other plans of the Company or
a Related Entity, or other property (including notes or other contractual
obligations of Participants to make payment on a deferred basis provided
that such deferred payments are not in violation of the Sarbanes-Oxley Act
of 2002, or any rule or regulation adopted thereunder or any other
applicable law), and the methods by or forms in which Shares will be
delivered or deemed to be delivered to Participants.

              (iii)  Incentive Stock Options.  The terms of any Incentive
Stock Option granted under the Plan shall comply in all respects with the
provisions of Section 422 of the Code.  Anything in the Plan to the
contrary notwithstanding, no term of the Plan relating to Incentive Stock
Options shall be interpreted, amended or altered, nor shall any discretion
or authority granted under the Plan be exercised, so as to disqualify
either the Plan or any Incentive Stock Option under Section 422 of the
Code, unless the Participant has first requested, or consents to, the
change that will result in such disqualification.  Thus, if and to the
extent required to comply with Section 422 of the Code, Options granted as
Incentive Stock Options shall be subject to the following special terms
and conditions:

                (A)  the Option shall not be exercisable more than ten
years after the date such Incentive Stock Option is granted; provided,
however, that if a Participant owns or is deemed to own (by reason of the
attribution rules of Section 424(d) of the Code) more than 10% of the
combined voting power of all classes of stock of the Company (or any
parent corporation or subsidiary corporation of the Company, as those
terms are defined in Sections 424(e) and (f) of the Code, respectively)
and the Incentive Stock Option is granted to such Participant, the term of
the Incentive Stock Option shall be (to the extent required by the Code at
the time of the grant) for no more than five years from the date of grant;
and

                (B)  The aggregate Fair Market Value (determined as of the
date the Incentive Stock Option is granted) of the Shares with respect to
which Incentive Stock Options granted under the Plan and all other option
plans of the Company (and any parent corporation or subsidiary corporation
of the Company, as those terms are defined in Sections 424(e) and (f) of
the Code, respectively) during any calendar year exercisable for the first
time by the Participant during any calendar year shall not (to the extent
required by the Code at the time of the grant) exceed $100,000.

         (c)  Restricted Stock Awards.  The Committee is authorized to
grant Restricted Stock Awards to any Eligible Person on the following
terms and conditions:

              (i)  Grant and Restrictions.  Restricted Stock Awards shall
be subject to such restrictions on transferability, risk of forfeiture and
other restrictions, if any, as the Committee may impose, or as otherwise
provided in this Plan, covering a period of time specified by the
Committee (the "Restriction Period").  The terms of any Restricted Stock
Award granted under the Plan shall be set forth in a written Award
Agreement which shall contain provisions determined by the Committee and
not inconsistent with the Plan.  The restrictions may lapse separately or
in combination at such times, under such circumstances (including based on
achievement of performance goals and/or future service requirements), in
such installments or otherwise, as the Committee may determine at the date
of grant or thereafter.  Except to the extent restricted under the terms
of the Plan and any Award Agreement relating to a Restricted Stock Award,
a Participant granted Restricted Stock shall have all of the rights of a
shareholder, including the right to vote the Restricted Stock and the
right to receive dividends thereon (subject to any mandatory reinvestment
or other requirement imposed by the Committee).  During the Restriction
Period, subject  to Section 10(b) below, the Restricted Stock may not be
sold, transferred, pledged, hypothecated, margined or otherwise encumbered
by the Participant.

              (ii)  Forfeiture.  Except as otherwise determined by the
Committee, upon termination of a Participant's Continuous Service during
the applicable Restriction Period, the Participant's Restricted Stock that
is at that time subject to restrictions shall be forfeited and reacquired
by the Company; provided that the Committee may provide, by rule or
regulation or in any Award Agreement, or may determine in any individual
case, that restrictions or forfeiture conditions relating to Restricted
Stock Awards shall be waived in whole or in part in the event of
terminations resulting from specified causes.

              (iii)  Certificates for Stock.  Restricted Stock granted
under the Plan may be evidenced in such manner as the Committee shall
determine.  If certificates representing Restricted Stock are registered
in the name of the Participant, the Committee may require that such
certificates bear an appropriate legend referring to the terms, conditions
and restrictions applicable to such Restricted Stock, that the Company
retain physical possession of the certificates, and that the Participant
deliver a stock power to the Company, endorsed in blank, relating to the
Restricted Stock.

              (iv)  Dividends and Splits.  As a condition to the grant of
a Restricted Stock Award, the Committee may require or permit a
Participant to elect that any cash dividends paid on a Share of Restricted
Stock be automatically reinvested in additional Shares of Restricted Stock
or applied to the purchase of additional Awards under the Plan.  Unless
otherwise determined by the Committee, Shares distributed in connection
with a stock split or stock dividend, and other property distributed as a
dividend, shall be subject to restrictions and a risk of forfeiture to the
same extent as the Restricted Stock with respect to which such Shares or
other property have been distributed.

              (v)  Minimum Vesting Period.  Except for certain limited
situations (including termination of employment, a Change in Control
referred to in Section 9, grants to new hires to replace forfeited
compensation, grants representing payment of earned Performance Awards or
other incentive compensation, or grants to Directors), Restricted Stock
Awards subject solely to future service requirements shall have a
Restriction Period of not less than three years from date of grant (but
permitting pro-rata vesting over such time).

         (d)  Deferred Stock Award.  The Committee is authorized to grant
Deferred Stock Awards to any Eligible Person on the following terms and
conditions:

              (i)  Award and Restrictions.  Satisfaction of a Deferred
Stock Award shall occur upon expiration of the deferral period specified
for such Deferred Stock Award by the Committee (or, if permitted by the
Committee, as elected by the Participant).  In addition, a Deferred Stock
Award shall be subject to such restrictions (which may include a risk of
forfeiture) as the Committee may impose, if any, which restrictions may
lapse at the expiration of the deferral period or at earlier specified
times (including based on achievement of performance goals and/or future
service requirements), separately or in combination, in installments or
otherwise, as the Committee may determine.  A Deferred Stock Award may be
satisfied by delivery of Shares, cash equal to the Fair Market Value of
the specified number of Shares covered by the Deferred Stock, or a
combination thereof, as determined by the Committee at the date of grant
or thereafter.  Prior to satisfaction of a Deferred Stock Award, a
Deferred Stock Award carries no voting or dividend or other rights
associated with Share ownership.

              (ii)  Forfeiture.  Except as otherwise determined by the
Committee, upon termination of a Participant's Continuous Service during
the applicable deferral period or portion thereof to which forfeiture
conditions apply (as provided in the Award Agreement evidencing the
Deferred Stock Award), the Participant's Deferred Stock Award that is at
that time subject to deferral (other than a deferral at the election of
the Participant) shall be forfeited; provided that the Committee may
provide, by rule or regulation or in any Award Agreement, or may determine
in any individual case, that restrictions or forfeiture conditions
relating to a Deferred Stock Award shall be waived in whole or in part in
the event of terminations resulting from specified causes, and the
Committee may in other cases waive in whole or in part the forfeiture of
any Deferred Stock Award.

              (iii)  Dividend Equivalents.  Unless otherwise determined by
the Committee at date of grant, any Dividend Equivalents that are granted
with respect to any Deferred Stock Award shall be either (A) paid with
respect to such Deferred Stock Award at the dividend payment date in cash
or in Shares of unrestricted stock having a Fair Market Value equal to the
amount of such dividends, or (B) deferred with respect to such Deferred
Stock Award and the amount or value thereof automatically deemed
reinvested in additional Deferred Stock, other Awards or other investment
vehicles, as the Committee shall determine or permit the Participant to
elect.

         (e)  Bonus Stock and Awards in Lieu of Obligations.  The
Committee is authorized to grant Shares to any Eligible Persons as a
bonus, or to grant Shares or other Awards in lieu of obligations to pay
cash or deliver other property under the Plan or under other plans or
compensatory arrangements, provided that, in the case of Eligible Persons
subject to Section 16 of the Exchange Act, the amount of such grants
remains within the discretion of the Committee to the extent necessary to
ensure that acquisitions of Shares or other Awards are exempt from
liability under Section 16(b) of the Exchange Act.  Shares or Awards
granted hereunder shall be subject to such other terms as shall be
determined by the Committee.

         (f)  Dividend Equivalents.  The Committee is authorized to grant
Dividend Equivalents to any Eligible Person entitling the Eligible Person
to receive cash, Shares, other Awards, or other property equal in value to
the regular dividends paid with respect to a specified number of Shares,
or other periodic payments.  Dividend Equivalents may be awarded on a
free-standing basis or in connection with another Award.  The Committee
may provide that Dividend Equivalents shall be paid or distributed when
accrued or shall be deemed to have been reinvested in additional Shares,
Awards, or other investment vehicles, and subject to such restrictions on
transferability and risks of forfeiture, as the Committee may specify.

         (g)  Performance Awards.  The Committee is authorized to grant
Performance Awards to any Eligible Person payable in cash, Shares, or
other Awards, on terms and conditions established by the Committee,
subject to the provisions of Section 8.  The performance criteria to be
achieved during any Performance Period and the length of the Performance
Period shall be determined by the Committee upon the grant of each
Performance Award; provided, however, that a Performance Period shall not
be shorter than 12 months nor longer than five years,  except as provided
in Section 9 or as may be provided in an Award Agreement, Performance
Awards will be distributed only after the end of the relevant Performance
Period.  The performance goals to be achieved for each Performance Period
shall be conclusively determined by the Committee and may be based upon
the criteria set forth in Section 8.  The amount of the Award to be
distributed shall be conclusively determined by the Committee.
Performance Awards may be paid in a lump sum or in installments following
the close of the Performance Period or, in accordance with procedures
established by the Committee, on a deferred basis.

         (h)  Other Stock-Based Awards.  The Committee is authorized,
subject to limitations under applicable law, to grant to any Eligible
Person such other Awards that may be denominated or payable in, valued in
whole or in part by reference to, or otherwise based on, or related to,
Shares, as deemed by the Committee to be consistent with the purposes of
the Plan.  Other Stock-Based Awards may be granted to Participants either
alone or in addition to other Awards granted under the Plan, and such
Other Stock-Based Awards shall also be available as a form of payment in
the settlement of other Awards granted under the Plan.  The Committee
shall determine the terms and conditions of such Awards.  Shares delivered
pursuant to an Award in the nature of a purchase right granted under this
Section 6(i) shall be purchased for such consideration, (including without
limitation loans from the Company or a Related Entity provided that such
loans are not in violation of the Sarbanes Oxley Act of 2002, or any rule
or regulation adopted thereunder or any other applicable law), paid for at
such times, by such methods, and in such forms, including, without
limitation, cash, Shares, other Awards or other property, as the Committee
shall determine.

     7.  Certain Provisions Applicable to Awards.

         (a)  Stand-Alone, Additional, Tandem, and Substitute Awards.
Awards granted under the Plan may, in the discretion of the Committee, be
granted either alone or in addition to, in tandem with, or in substitution
or exchange for, any other Award or any award granted under another plan
of the Company, any Related Entity, or any business entity to be acquired
by the Company or a Related Entity, or any other right of a Participant to
receive payment from the Company or any Related Entity.  Such additional,
tandem, and substitute or exchange Awards may be granted at any time.  If
an Award is granted in substitution or exchange for another Award or
award, the Committee shall require the surrender of such other Award or
award in consideration for the grant of the new Award.  In addition,
Awards may be granted in lieu of cash compensation, including in lieu of
cash amounts payable under other plans of the Company or any Related
Entity, in which the value of Stock subject to the Award is equivalent in
value to the cash compensation (for example, Deferred Stock or Restricted
Stock), or in which the exercise price, grant price or purchase price of
the Award in the nature of a right that may be exercised is equal to the
Fair Market Value of the underlying Stock minus the value of the cash
compensation surrendered (for example, Options granted with an exercise
price "discounted" by the amount of the cash compensation surrendered).

         (b)  Term of Awards.  The term of each Award shall be for such
period as may be determined by the Committee; provided that in no event
shall the term of any Option exceed a period of ten years (or in the case
of an Incentive Stock Option such shorter term as may be required under
Section 422 of the Code).

         (c)  Form and Timing of Payment Under Awards; Deferrals.  Subject
to the terms of the Plan and any applicable Award Agreement, payments to
be made by the Company or a Related Entity upon the exercise of an Option
or other Award or settlement of an Award may be made in such forms as the
Committee shall determine, including, without limitation, cash, Shares,
other Awards or other property, and may be made in a single payment or
transfer, in installments, or on a deferred basis.  Any installment or
deferral provided for in the preceding sentence shall, however, be subject
to the Company's compliance with the provisions of the Sarbanes-Oxley Act
of 2002, the rules and regulations adopted by the Securities and Exchange
Commission thereunder, and all applicable rules of the American Stock
Exchange or any national securities exchange on which the Company's
securities are listed or quoted for trading and, if not listed or quoted
for trading on either the American Stock Exchange or a national securities
exchange, then the rules of the American Stock Exchange.  The settlement
of any Award may be accelerated, and cash paid in lieu of Stock in
connection with such settlement, in the discretion of the Committee or
upon occurrence of one or more specified events (in addition to a Change
in Control).  Installment or deferred payments may be required by the
Committee (subject to Section 10(e) of the Plan, including the consent
provisions thereof in the case of any deferral of an outstanding Award not
provided for in the original Award Agreement) or permitted at the election
of the Participant on terms and conditions established by the Committee.
Payments may include, without limitation, provisions for the payment or
crediting of a reasonable interest rate on installment or deferred
payments or the grant or crediting of Dividend Equivalents or other
amounts in respect of installment or deferred payments denominated in
Shares.

         (d)  Exemptions from Section 16(b) Liability.  It is the intent
of the Company that the grant of any Awards to or other transaction by a
Participant who is subject to Section 16 of the Exchange Act shall be
exempt from Section 16 pursuant to an applicable exemption (except for
transactions acknowledged in writing to be non-exempt by such
Participant).  Accordingly, if any provision of this Plan or any Award
Agreement does not comply with the requirements of Rule 16b-3 then
applicable to any such transaction, such provision shall be construed or
deemed amended to the extent necessary to conform to the applicable
requirements of Rule 16b-3 so that such Participant shall avoid liability
under Section 16(b).

     8.  Code Section 162(m) Provisions.

         (a)  Covered Employees.  If and to the extent that the Committee
determines at the time a Restricted Stock Award, a Performance Award, or
an Other Stock-Based Award is granted to an Eligible Person who is, or is
likely to be, as of the end of the tax year in which the Company would
claim a tax deduction in connection with such Award, a Covered Employee,
then the Committee may provide that this Section 8 is applicable to such
Award.

         (b)  Performance Criteria.  If a Restricted Stock Award, a
Performance Award or an Other Stock-Based Award is subject to this Section
8, then the lapsing of restrictions thereon and the distribution of cash,
Shares or other property pursuant thereto, as applicable, shall be
contingent upon achievement of one or more objective performance goals.
Performance goals shall be objective and shall otherwise meet the
requirements of Section 162(m) of the Code and regulations thereunder
including the requirement that the level or levels of performance targeted
by the Committee result in the achievement of performance goals being
"substantially uncertain."  One or more of the following business criteria
for the Company, on a consolidated basis, and/or for Related Entities, or
for business or geographical units of the Company and/or a Related Entity
(except with respect to the total shareholder return and earnings per
share criteria), shall be used by the Committee in establishing
performance goals for such Performance Awards: (1) earnings per share;
(2) increase in revenues or margins; (3) increase in cash flow;
(4) operating margin; (5) return on net assets, investment, capital, or
 equity; (6) economic value added; (7) direct contribution; (8) net
income; pretax earnings, earnings before interest and taxes; earnings
before interest, taxes, depreciation and amortization; earnings after
interest expense and before extraordinary or special items; operating
income; income before interest income or expense, unusual items and income
taxes, local, state or federal and excluding budgeted and actual bonuses
which might be paid under any ongoing bonus plans of the Company;
(9) working capital; (10) management of fixed costs or variable costs;
(11) identification or consummation of investment opportunities or
completion of specified projects in accordance with corporate business
plans, including, but not limited to, strategic mergers, acquisitions or
divestitures; (12) total shareholder return; (13) debt reduction; and (14)
increases in assets under management.


         (c)  Performance Period; Timing For Establishing Performance
Goals.    Achievement of performance goals in respect of such Performance
Awards shall be measured over a Performance Period no shorter than 12
months and no longer than five years, as specified by the Committee.
Performance goals shall be established not later than 90 days after the
beginning of any Performance Period applicable to such Performance Awards,
or at such other date as may be required or permitted for "performance-
ased compensation" under Code Section 162(m).

         (d)  Adjustments;  The Committee may, in its discretion, reduce
the amount of a settlement otherwise to be made in connection with Awards
subject to this Section 8, but may not exercise discretion to increase any
such amount payable to a Covered Employee in respect of an Award subject
to this Section 8.  The Committee shall specify the circumstances in which
such Awards shall be paid or forfeited in the event of termination of
Continuous Service by the Participant prior to the end of a Performance
Period or settlement of Awards.

     9.  Change in Control.

         (a)  Effect of "Change in Control."  Subject to Section 9(a)(iv),
and if and only to the extent provided in the Award Agreement, or to the
extent otherwise determined by the Committee, upon the occurrence of a
"Change in Control," as defined in Section 9(b):

              (i)  Any Option that was not previously vested and
exercisable as of the time of the Change in Control, shall become
immediately vested and exercisable, subject to applicable restrictions set
forth in Section 10(a) hereof.

              (ii)  Any restrictions, deferral of settlement, and
forfeiture conditions applicable to a Restricted Stock Award, Deferred
Stock Award or an Other Stock-Based Award subject only to future service
requirements granted under the Plan shall lapse and such Awards shall be
deemed fully vested as of the time of the Change in Control, except to the
extent of any waiver by the Participant and subject to applicable
restrictions set forth in Section 10(a) hereof.

              (iii)  With respect to any outstanding Performance Award,
Restricted Stock Award, Deferred Stock Award or Other Stock-Based Award
subject to achievement of performance goals and conditions under the Plan,
(A) a pro rata portion of the Award shall be considered earned and payable
based on the portion of the Performance Period completed as of the date of
the Change in Control and based on performance to such date, or if
performance to such date is not determinable, based on target performance,
and (B) the value at target performance of the remaining portion of the
Award shall be converted to a Restricted Stock Award, or a Deferred Stock
Award for purposes of Section 9(a)(iv).  If Awards are not assumed or
substituted for by the successor company pursuant to Section 9(a)(iv),
then the full Award shall be considered earned and payable.

              (iv)  Notwithstanding the foregoing, if in the event of a
Change in Control the successor company assumes or substitutes for an
Option, Restricted Stock Award, Deferred Stock Award or Other Stock-Based
Award, then each outstanding Option, Restricted Stock Award, Deferred
Stock Award or Other Stock-Based Award shall not be accelerated as
described in Sections 9(a)(i), (ii) and (iii).  For the purposes of this
Section 9(a)(iv), an Option, Restricted Stock Award, Deferred Stock Award
or Other Stock-Based Award shall be considered assumed or substituted for
if following the Change in Control the award confers the right to purchase
or receive, for each Share subject to the Option, Restricted Stock Award,
Deferred Stock Award or Other Stock-Based Award immediately prior to the
Change in Control, the consideration (whether stock, cash or other
securities or property) received in the transaction constituting a Change
in Control by holders of Shares for each Share held on the effective date
of such transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a
majority of the outstanding shares); provided, however, that if such
consideration received in the transaction constituting a Change in Control
is not solely common stock of the successor company, the Committee may,
with the consent of the successor company, provide that the consideration
to be received upon the exercise or vesting of an Option, Restricted Stock
Award, Deferred Stock Award or Other Stock-Based Award, for each Share
subject thereto, will be solely common stock of the successor company
substantially equal in fair market value to the per share consideration
received by holders of Shares in the transaction constituting a Change in
Control.  The determination of such substantial equality of value of
consideration shall be made by the Committee in its sole discretion and
its determination shall be conclusive and binding.

         (b)  Definition of "Change in Control".  Unless otherwise
specified in an Award Agreement, a "Change in Control" shall mean the
occurrence of any of the following:

              (i)  The acquisition by any Person of Beneficial Ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
fifty percent (50%) or more of either (A) the then outstanding shares of
common stock of the Company (the "Outstanding Company Common Stock") or
(B) the combined voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities); provided, however, that for
purposes of this Section 9(b), the following acquisitions shall not
constitute a Change of Control:  (w) any acquisition directly from the
Company; (x) any acquisition by the Company; (y) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the
Company or any Subsidiary; or (z) any acquisition by any corporation
pursuant to a transaction which complies with clauses (A), (B) and (C) of
subsection (iii) below; or

              (ii)  During any period of two (2) consecutive years (not
including any period prior to the Effective Date) individuals who
constitute the Board on the Effective Date (the "Incumbent Board") cease
for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the
Effective Date whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption
of office occurs as a result of an actual or threatened election contest
with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board; or

              (iii)  Consummation of a reorganization, merger, statutory
share exchange or consolidation or similar corporate transaction involving
the Company or any of its Subsidiaries, a sale or other disposition of all
or substantially all of the assets of the Company, or the acquisition of
assets or stock of another entity by the Company or any of its
Subsidiaries (each a "Business Combination"), in each case, unless,
following such Business Combination, (A) all or substantially all of the
individuals and entities who were the Beneficial Owners, respectively, of
the Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than fifty percent (50%) of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company's assets either
directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (B) no Person (excluding
any employee benefit plan (or related trust) of the Company or such
corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, fifty percent (50%) or more of, respectively, the
then outstanding shares of common stock of the corporation resulting from
such Business Combination or the combined voting power of the then
outstanding voting securities of such corporation except to the extent
that such ownership existed prior to the Business Combination and (C) at
least a majority of the members of the Board of Directors of the
corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or
of the action of the Board, providing for such Business Combination; or

              (iv)  Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.

     10.  General Provisions.

         (a)  Compliance With Legal and Other Requirements.  The Company
may, to the extent deemed necessary or advisable by the Committee,
postpone the issuance or delivery of Shares or payment of other benefits
under any Award until completion of such registration or qualification of
such Shares or other required action under any federal or state law, rule
or regulation, listing or other required action with respect to any stock
exchange or automated quotation system upon which the Shares or other
Company securities are listed or quoted, or compliance with any other
obligation of the Company, as the Committee, may consider appropriate, and
may require any Participant to make such representations, furnish such
information and comply with or be subject to such other conditions as it
may consider appropriate in connection with the issuance or delivery of
Shares or payment of other benefits in compliance with applicable laws,
rules, and regulations, listing requirements, or other obligations.

         (b)  Limits on Transferability; Beneficiaries.  No Award or other
right or interest granted under the Plan shall be pledged, hypothecated or
otherwise encumbered or subject to any lien, obligation or liability of
such Participant to any party, or assigned or transferred by such
Participant otherwise than by will or the laws of descent and distribution
or to a Beneficiary upon the death of a Participant, and such Awards or
rights that may be exercisable shall be exercised during the lifetime of
the Participant only by the Participant or his or her guardian or legal
representative, except that Awards and other rights (other than Incentive
Stock Options) may be transferred to one or more Beneficiaries or other
transferees during the lifetime of the Participant, and may be exercised
by such transferees in accordance with the terms of such Award, but only
if and to the extent such transfers are permitted by the Committee
pursuant to the express terms of an Award Agreement (subject to any terms
and conditions which the Committee may impose thereon).  A Beneficiary,
transferee, or other person claiming any rights under the Plan from or
through any Participant shall be subject to all terms and conditions of
the Plan and any Award Agreement applicable to such Participant, except as
otherwise determined by the Committee, and to any additional terms and
conditions deemed necessary or appropriate by the Committee.

         (c)  Adjustments.

              (i)  Adjustments to Awards.  In the event that any
extraordinary dividend or other distribution (whether in the form of cash,
Shares, or other property), recapitalization, forward or reverse split,
reorganization, merger, consolidation, spin-off, combination, repurchase,
share exchange, liquidation, dissolution or other similar corporate
transaction or event affects the Shares and/or such other securities of
the Company or any other issuer such that a substitution, exchange, or
adjustment is determined by the Committee to be appropriate, then the
Committee shall, in such manner as it may deem equitable, substitute,
exchange or adjust any or all of (A) the number and kind of Shares which
may be delivered in connection with Awards granted thereafter, (B) the
number and kind of Shares by which annual per-person Award limitations are
measured under Section 5 hereof, (C) the number and kind of Shares subject
to or deliverable in respect of outstanding Awards, (D) the exercise
price, grant price or purchase price relating to any Award and/or make
provision for payment of cash or other property in respect of any
outstanding Award, and (E) any other aspect of any Award that the
Committee determines to be appropriate.

              (ii)  Adjustments in Case of Certain Corporate Transactions.
In the event of any proposed sale of all or substantially all of the
Company's assets or any reorganization, merger, consolidation, or other
form of corporate transaction in which the Company does not survive, or in
which the Shares are exchanged for or converted into securities issued by
another entity, the successor or acquiring entity or an affiliate thereof
may, with the consent of the Committee, assume each outstanding Award or
substitute an equivalent option, right or other award.  If the successor
or acquiring entity or an affiliate thereof, does not cause such an
assumption or substitution of any Award, then that Award shall terminate
upon consummation of the sale, merger, consolidation, or other corporate
transaction, with or without consideration as determined by the Committee.
The Committee shall give written notice of any proposed transaction
referred to in this Section 10(c)(ii) a reasonable period of time prior to
the closing date for such transaction (which notice may be given either
before or after the approval of such transaction), in order that
Participants may have a reasonable period of time prior to the closing
date of such transaction within which to exercise any Awards that are then
exercisable (including any Awards that may become exercisable upon the
closing date of such transaction).  A Participant may condition his
exercise of any Awards upon the consummation of the transaction.

              (iii)  Other Adjustments.  In addition, the Committee (and
the Board if and only to the extent such authority is not required to be
exercised by the Committee to comply with Section 162(m) of the Code) is
authorized to make adjustments in the terms and conditions of, and the
criteria included in, Awards (including Performance Awards, or performance
goals relating thereto) in recognition of unusual or nonrecurring events
(including, without limitation, acquisitions and dispositions of
businesses and assets) affecting the Company, any Related Entity or any
business unit, or the financial statements of the Company or any Related
Entity, or in response to changes in applicable laws, regulations,
accounting principles, tax rates and regulations or business conditions or
in view of the Committee's assessment of the business strategy of the
Company, any Related Entity or business unit thereof, performance of
comparable organizations, economic and business conditions, personal
performance of a Participant, and any other circumstances deemed relevant;
provided that no such adjustment shall be authorized or made if and to
the extent that such authority or the making of such adjustment would
cause Options and Performance Awards granted under Section 8(b) hereof to
Participants designated by the Committee as Covered Employees and intended
to qualify as "performance-based compensation" under Code Section 162(m)
and the regulations thereunder to otherwise fail to qualify as
"performance-based compensation" under Code Section 162(m) and regulations
thereunder.

         (d)  Taxes.  The Company and any Related Entity are authorized to
withhold from any Award granted, any payment relating to an Award under
the Plan, including from a distribution of Shares, or any payroll or other
payment to a Participant, amounts of withholding and other taxes due or
potentially payable in connection with any transaction involving an Award,
and to take such other action as the Committee may deem advisable to
enable the Company or any Related Entity and Participants to satisfy
obligations for the payment of withholding taxes and other tax obligations
relating to any Award.  This authority shall include authority to withhold
or receive Shares or other property and to make cash payments in respect
thereof in satisfaction of a Participant's tax obligations, either on a
mandatory or elective basis in the discretion of the Committee.

         (e)  Changes to the Plan and Awards.  The Board may amend, alter,
suspend, discontinue or terminate the Plan, or the Committee's authority
to grant Awards under the Plan, without the consent of shareholders or
Participants, except that any amendment or alteration to the Plan shall be
subject to the approval of the Company's shareholders not later than the
annual meeting next following such Board action if such shareholder
approval is required by any federal or state law or regulation (including,
without limitation, Rule 16b-3 or Code Section 162(m)) or the rules of any
stock exchange or automated quotation system on which the Shares may then
be listed or quoted, and the Board may otherwise, in its discretion,
determine to submit other such changes to the Plan to shareholders for
approval; provided that, without the consent of an affected Participant,
no such Board action may materially and adversely affect the rights of
such Participant under any previously granted and outstanding Award.  The
Committee may waive any conditions or rights under, or amend, alter,
suspend, discontinue or terminate any Award theretofore granted and any
Award Agreement relating thereto, except as otherwise provided in the
Plan; provided that, without the consent of an affected Participant, no
such Committee or the Board action may materially and adversely affect the
rights of such Participant under such Award.  Notwithstanding anything to
the contrary, the Committee shall be authorized to amend any outstanding
Option to reduce the exercise price or grant price without the prior
approval of the shareholders of the Company.  In addition, the Committee
shall be authorized to cancel outstanding Options and/or Stock Appreciate
Rights replaced with Awards having a lower exercise price without the
prior approval of the shareholders of the Company.

         (f)  Limitation on Rights Conferred Under Plan.  Neither the Plan
nor any action taken hereunder shall be construed as (i) giving any
Eligible Person or Participant the right to continue as an Eligible Person
or Participant or in the employ or service of the Company or a Related
Entity; (ii) interfering in any way with the right of the Company or a
Related Entity to terminate any Eligible Person's or Participant's
Continuous Service at any time, (iii) giving an Eligible Person or
Participant any claim to be granted any Award under the Plan or to be
treated uniformly with other Participants and Employees, or

              (iv)  conferring on a Participant any of the rights of a
shareholder of the Company unless and until the Participant is duly issued
or transferred Shares in accordance with the terms of an Award.

         (g)  Unfunded Status of Awards; Creation of Trusts.  The Plan is
intended to constitute an "unfunded" plan for incentive and deferred
compensation.  With respect to any payments not yet made to a Participant
or obligation to deliver Shares pursuant to an Award, nothing contained in
the Plan or any Award shall give any such Participant any rights that are
greater than those of a general creditor of the Company; provided that the
Committee may authorize the creation of trusts and deposit therein cash,
Shares, other Awards or other property, or make other arrangements to meet
the Company's obligations under the Plan.  Such trusts or other
arrangements shall be consistent with the "unfunded "status of the Plan
unless the Committee otherwise determines with the consent of each
affected Participant.  The trustee of such trusts may be authorized to
dispose of trust assets and reinvest the proceeds in alternative
investments, subject to such terms and conditions as the Committee may
specify and in accordance with applicable law.

         (h)  Nonexclusivity of the Plan.  Neither the adoption of the
Plan by the Board nor its submission to the shareholders of the Company
for approval shall be construed as creating any limitations on the power
of the Board or a committee thereof to adopt such other incentive
arrangements as it may deem desirable including incentive arrangements and
awards which do not qualify under Section 162(m) of the Code.

         (i)  Payments in the Event of Forfeitures; Fractional Shares.
Unless otherwise determined by the Committee, in the event of a forfeiture
of an Award with respect to which a Participant paid cash or other
consideration, the Participant shall be repaid the amount of such cash or
other consideration.  No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award.  The Committee shall determine whether
cash, other Awards or other property shall be issued or paid in lieu of
such fractional shares or whether such fractional shares or any rights
thereto shall be forfeited or otherwise eliminated.

         (j)  Governing Law.  The validity, construction and effect of the
Plan, any rules and regulations under the Plan, and any Award Agreement
shall be determined in accordance with the laws of the jurisdiction of
incorporation of the Company without giving effect to principles of
conflict of laws and excluding (to the greatest extent permissible by law)
any rule of law that would cause the application of the laws of any
jurisdiction other than the laws of the jurisdiction of incorporation of
the Company.

         (k)  Non-U.S. Laws.  The Committee shall have the authority to
adopt such modifications, procedures, and subplans as may be necessary or
desirable to comply with provisions of the laws of foreign countries in
which the Company or its Subsidiaries may operate to assure the viability
of the benefits from Awards granted to Participants performing services in
such countries and to meet the objectives of the Plan.

         (l)  Plan Effective Date and Shareholder Approval; Termination of
Plan.  The Plan shall become effective on the Effective Date, subject to
subsequent approval, within 12 months of its adoption by the Board, by
shareholders of the Company eligible to vote in the election of directors,
by a vote sufficient to meet the requirements of Code Sections 162(m) (if
applicable) and 422, Rule 16b-3 under the Exchange Act (if applicable),
applicable  requirements under the rules of any stock exchange or
automated quotation system on which the Shares may be listed or quoted,
and other laws, regulations, and obligations of the Company applicable to
the Plan.  Awards may be granted subject to shareholder approval, but may
not be exercised or otherwise settled in the event the shareholder
approval is not obtained.  The Plan shall terminate at the earliest of (a)
such time as no Shares remain available for issuance under the Plan, (b)
termination of this Plan by the Board, or (c) the tenth anniversary of the
Effective Date.  Awards outstanding upon expiration of the Plan shall
remain in effect until they have been exercised or terminated, or have
expired.

</TEXT>
</DOCUMENT>
