KRAMONT REALTY TRUST
EXECUTIVE OFFICER STOCK OPTION PLAN
<DOCUMENT>
<TYPE>EX-10.83
<SEQUENCE>4
<FILENAME>w95171exv10w83.txt
<DESCRIPTION>EXECUTIVE OFFICER STOCK OPTION PLAN
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.83

                              KRAMONT REALTY TRUST

                       EXECUTIVE OFFICER STOCK OPTION PLAN

     (FORMERLY THE MONTGOMERY CV TRUST EXECUTIVE OFFICER STOCK OPTION PLAN)

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<TABLE>
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                               TABLE OF CONTENTS
                                                                                     PAGE
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I.      PURPOSE..................................................................      1

II.     DEFINITIONS..............................................................      1

III.    ADMINISTRATION...........................................................      3

IV.     SHARE AND OTHER LIMITATIONS..............................................      5

V.      ELIGIBILITY..............................................................      7

VI.     STOCK OPTION GRANTS......................................................      7

VII.    NONTRANSFERABILITY OF OPTIONS............................................      9

VIII.   EFFECT OF TERMINATION OF EMPLOYMENT......................................      9

IX.     RIGHTS AS A SHAREHOLDER..................................................      9

X.      TERMINATION, AMENDMENT AND MODIFICATION..................................      9

XI.     UNFUNDED PLAN...........................................................       10

XII.    GENERAL PROVISIONS......................................................       10

XIII.   EFFECTIVE DATE OF PLAN..................................................       13

XIV.    TERM OF THIS PLAN.......................................................       13
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                                      -i-
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                              KRAMONT REALTY TRUST

                       EXECUTIVE OFFICER STOCK OPTION PLAN

I.       PURPOSE

                  THE PURPOSE OF THIS EXECUTIVE OFFICER STOCK OPTION PLAN (THE
"PLAN") IS TO ENHANCE THE PROFITABILITY AND VALUE OF KRAMONT REALTY TRUST (THE
"COMPANY") BY ENABLING THE COMPANY TO ATTRACT, RETAIN AND MOTIVATE ITS ELIGIBLE
EMPLOYEES (AS DEFINED HEREIN) BY GRANTING TO THE ELIGIBLE EMPLOYEE OPTIONS TO
PURCHASE COMMON SHARES (AS DEFINED HEREIN). THE PLAN WAS FORMERLY KNOWN AS THE
MONTGOMERY CV TRUST EXECUTIVE OFFICER STOCK OPTION PLAN. AS A RESULT OF THE
MERGER OF CV REIT, INC. INTO THE COMPANY PURSUANT TO AN AGREEMENT AND PLAN OF
REORGANIZATION AND MERGER AMONG KRANZCO REALTY TRUST, KRT TRUST AND CV REIT,
INC., DATED AS OF DECEMBER 10, 1999, AS AMENDED (THE "REORGANIZATION
AGREEMENT"), THE COMPANY ASSUMED THE MONTGOMERY CV TRUST EXECUTIVE OFFICER STOCK
OPTION PLAN.

II.      DEFINITIONS

                  FOR PURPOSES OF THIS PLAN, THE FOLLOWING TERMS WILL HAVE THE
FOLLOWING MEANINGS:

                  2.1.     "CODE" SHALL MEAN THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (OR ANY SUCCESSOR STATUTE).

                  2.2.     "COMMITTEE" SHALL MEAN A COMMITTEE OF THE BOARD OF
TRUSTEES OF KRAMONT REALTY TRUST (THE "BOARD"), APPOINTED FROM TIME TO TIME BY
THE BOARD, WHICH COMMITTEE, UNLESS OTHERWISE DETERMINED BY THE BOARD, SHALL BE
INTENDED TO CONSIST OF TWO OR MORE DIRECTORS WHO ARE NON-EMPLOYEE DIRECTORS AS
DEFINED IN RULE 16b-3 AND OUTSIDE DIRECTORS AS DEFINED UNDER SECTION 162(m) OF
THE CODE. IF FOR ANY REASON THE APPOINTED COMMITTEE DOES NOT MEET THE
REQUIREMENTS OF RULE 16b-3 OR SECTION 162(m) OF THE CODE, SUCH NONCOMPLIANCE
WITH THE REQUIREMENTS OF RULE 16b-3 OR SECTION 162(m) OF THE CODE SHALL NOT
AFFECT THE VALIDITY OF THE GRANTS, INTERPRETATIONS OR OTHER ACTIONS OF THE
COMMITTEE. IF AND TO THE EXTENT THAT NO COMMITTEE EXISTS WHICH HAS THE AUTHORITY
TO ADMINISTER THIS PLAN THE FUNCTIONS OF THE COMMITTEE SHALL BE EXERCISED BY THE
BOARD.

                  2.3.     "COMMON SHARES" SHALL MEAN THE COMMON SHARES OF
BENEFICIAL INTEREST OF THE COMPANY.

                  2.4.     "COMPANY" SHALL MEAN KRAMONT REALTY TRUST, A MARYLAND
REAL ESTATE INVESTMENT TRUST.

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                  2.5.     "ELIGIBLE EMPLOYEES" SHALL MEAN THE EMPLOYEES OF THE
COMPANY WHO ARE ELIGIBLE TO BE GRANTED OPTIONS PURSUANT TO ARTICLE V HEREIN.

                  2.6.     "EXCHANGE ACT" SHALL MEAN THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED.

                  2.7.     "FAIR MARKET VALUE" SHALL MEAN, FOR PURPOSES OF THIS
PLAN, UNLESS OTHERWISE REQUIRED BY ANY APPLICABLE PROVISION OF THE CODE OR ANY
REGULATIONS ISSUED THEREUNDER, AS OF ANY DATE, THE LAST SALES PRICE REPORTED FOR
THE COMMON SHARES ON THE APPLICABLE DATE: (i) AS REPORTED BY THE PRINCIPAL
NATIONAL SECURITIES EXCHANGE IN THE UNITED STATES ON WHICH IT IS THEN TRADED, OR
(ii) IF NOT TRADED ON ANY SUCH NATIONAL SECURITIES EXCHANGE, AS QUOTED ON AN
AUTOMATED QUOTATION SYSTEM SPONSORED BY THE NATIONAL ASSOCIATION OF SECURITIES
DEALERS. IF THE COMMON SHARES ARE NOT READILY TRADABLE ON A NATIONAL SECURITIES
EXCHANGE OR ANY SYSTEM SPONSORED BY THE NATIONAL ASSOCIATION OF SECURITIES
DEALERS, ITS FAIR MARKET VALUE SHALL BE SET IN GOOD FAITH BY THE COMMITTEE ON
THE ADVICE OF A REGISTERED INVESTMENT ADVISER (AS DEFINED UNDER THE INVESTMENT
ADVISERS ACT OF 1940). FOR PURPOSES OF THE GRANT OF ANY STOCK OPTION, THE
APPLICABLE DATE SHALL BE THE DATE FOR WHICH THE LAST SALES PRICE IS AVAILABLE AT
THE TIME OF GRANT.

                  2.8."INCENTIVE STOCK OPTION" SHALL MEAN ANY STOCK OPTION
AWARDED UNDER THIS PLAN INTENDED TO BE AND DESIGNATED AS AN "INCENTIVE STOCK
OPTION" WITHIN THE MEANING OF SECTION 422 OF THE CODE.

                  2.9.     NON-QUALIFIED STOCK OPTION" SHALL MEAN ANY STOCK
OPTION AWARDED UNDER THIS PLAN THAT IS NOT AN INCENTIVE STOCK OPTION.

                  2.10.    OPTION" OR "STOCK OPTION" SHALL MEAN THE RIGHT TO
PURCHASE THE NUMBER OF COMMON SHARES GRANTED IN THE OPTION AGREEMENT AT A
PRESCRIBED PURCHASE PRICE ACCORDING TO THE TERMS SPECIFIED IN THIS PLAN AND THE
OPTION AGREEMENT.

                  2.11.    "PARTICIPANT" SHALL MEAN AN ELIGIBLE EMPLOYEE WHO IS
GRANTED AN OPTION UNDER THIS PLAN, WHICH OPTION HAS NOT EXPIRED.

                  2.12.    "RULE 16b-3" SHALL MEAN RULE 16b-3 UNDER SECTION
16(b) OF THE EXCHANGE ACT AS THEN IN EFFECT OR ANY SUCCESSOR PROVISIONS.

                  2.13.    "SECTION 162(m) OF THE CODE" SHALL MEAN SECTION
162(m) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

                  2.14.    "SUBSIDIARY" SHALL MEAN, OTHER THAN THE COMPANY: (i)
ANY CORPORATION (OTHER THAN THE COMPANY) IN AN UNBROKEN CHAIN OF CORPORATIONS
BEGINNING WITH THE COMPANY WHICH (OTHER THAN THE LAST CORPORATION) OWNS STOCK
POSSESSING FIFTY PERCENT (50%) OR MORE OF THE TOTAL COMBINED VOTING POWER OF ALL
CLASSES OF STOCK IN ONE OF THE OTHER CORPORATIONS IN SUCH CHAIN, (ii) ANY
CORPORATION OR TRADE OR BUSINESS (INCLUDING, WITHOUT LIMITATION, A PARTNERSHIP
OR LIMITED LIABILITY COMPANY) WHICH IS CONTROLLED FIFTY
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(50%) OR MORE (WHETHER BY OWNERSHIP OF STOCK, ASSETS OR AN EQUIVALENT OWNERSHIP
INTEREST) BY THE COMPANY OR A SUBSIDIARY, OR (iii) ANY OTHER ENTITY, IN WHICH
THE COMPANY OR ANY SUBSIDIARY HAS AN EQUITY OR OTHER OWNERSHIP INTEREST AS
DETERMINED BY THE COMMITTEE IN ITS SOLE DISCRETION.

                  2.15.    "TEN PERCENT SHAREHOLDER" SHALL MEAN A PERSON OWNING
STOCK POSSESSING MORE THAN 10% OF THE TOTAL COMBINED VOTING POWER OF ALL CLASSES
OF STOCK OF THE COMPANY OR ANY "PARENT" OR "SUBSIDIARY" CORPORATION WITHIN THE
MEANING OF SECTION 422 OF THE CODE.

                  2.16.    "TERMINATION OF EMPLOYMENT" SHALL MEAN: (i) A
TERMINATION OF SERVICE (FOR REASONS OTHER THAN A MILITARY OR PERSONAL LEAVE OF
ABSENCE GRANTED BY THE COMPANY OR A SUBSIDIARY) OF A PARTICIPANT FROM THE
COMPANY AND ALL SUBSIDIARIES; OR (ii) WHEN AN ENTITY WHICH IS EMPLOYING A
PARTICIPANT CEASES TO BE A SUBSIDIARY, UNLESS THE PARTICIPANT THEREUPON BECOMES
EMPLOYED BY THE COMPANY OR ANOTHER SUBSIDIARY.

                  2.17.    "TRANSFER" OR "TRANSFERRED" SHALL MEAN TO ANTICIPATE,
ALIENATE, ATTACH, SELL, ASSIGN, PLEDGE, ENCUMBER, CHARGE OR OTHERWISE TRANSFER.

III.     ADMINISTRATION

                  3.1.     THE COMMITTEE. THIS PLAN SHALL BE ADMINISTERED AND
INTERPRETED BY THE COMMITTEE.

                  3.2.     STOCK OPTION GRANTS. THE COMMITTEE SHALL HAVE FULL
AUTHORITY TO GRANT, PURSUANT TO THE TERMS OF THIS PLAN (INCLUDING ARTICLE VI
HEREOF), STOCK OPTIONS TO ELIGIBLE EMPLOYEES. IN PARTICULAR, THE COMMITTEE SHALL
HAVE THE AUTHORITY:

                           (a)      TO SELECT THE ELIGIBLE EMPLOYEE TO WHOM
         STOCK OPTIONS MAY FROM TIME TO TIME BE GRANTED HEREUNDER;

                           (b)      TO DETERMINE, IN ACCORDANCE WITH THE TERMS
         OF THIS PLAN, THE NUMBER OF COMMON SHARES TO BE COVERED BY EACH OPTION
         GRANTED TO AN ELIGIBLE EMPLOYEE HEREUNDER;

                           (c)      TO DETERMINE THE TERMS AND CONDITIONS, NOT
         INCONSISTENT WITH THE TERMS OF THIS PLAN, OF ANY OPTION GRANTED
         HEREUNDER TO AN ELIGIBLE EMPLOYEE (INCLUDING, BUT NOT LIMITED TO, THE
         EXERCISE OR PURCHASE PRICE (IF ANY), ANY RESTRICTION OR LIMITATION, ANY
         VESTING SCHEDULE OR ACCELERATION THEREOF OR ANY FORFEITURE RESTRICTIONS
         OR WAIVER THEREOF, REGARDING ANY STOCK OPTION, AND THE COMMON SHARES
         RELATING THERETO, BASED ON SUCH FACTORS, IF ANY, AS THE COMMITTEE SHALL
         DETERMINE, IN ITS SOLE DISCRETION);

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                           (d)      TO DETERMINE WHETHER AND UNDER WHAT
         CIRCUMSTANCES A STOCK OPTION MAY BE SETTLED IN CASH AND/OR COMMON
         SHARES UNDER SECTION 6.2(c).

                           (e)      TO DETERMINE WHETHER, TO WHAT EXTENT AND
         UNDER WHAT CIRCUMSTANCES TO PROVIDE LOANS (WHICH MAY BE ON A RECOURSE
         BASIS AND SHALL BEAR INTEREST AT THE RATE THE COMMITTEE SHALL PROVIDE)
         TO ELIGIBLE EMPLOYEES IN ORDER TO EXERCISE OPTIONS UNDER THIS PLAN;

                           (f)      TO DETERMINE WHETHER TO REQUIRE ELIGIBLE
         EMPLOYEES, AS A CONDITION OF THE GRANTING OF ANY OPTION, TO NOT SELL OR
         OTHERWISE DISPOSE OF SHARES ACQUIRED PURSUANT TO THE EXERCISE OF THE
         OPTION FOR A PERIOD OF TIME AS DETERMINED BY THE COMMITTEE, IN ITS SOLE
         DISCRETION, FOLLOWING THE DATE OF THE ACQUISITION OF SUCH OPTION; AND

                           (g)      TO MODIFY, EXTEND OR RENEW AN OPTION,
         SUBJECT TO SECTION 6.2(g) HEREIN, PROVIDED, HOWEVER, THAT IF AN OPTION
         IS MODIFIED, EXTENDED OR RENEWED AND THEREBY DEEMED TO BE THE ISSUANCE
         OF A NEW OPTION UNDER THE CODE OR THE APPLICABLE ACCOUNTING RULES, THE
         EXERCISE PRICE OF AN OPTION MAY CONTINUE TO BE THE ORIGINAL EXERCISE
         PRICE EVEN IF LESS THAN THE FAIR MARKET VALUE OF THE COMMON SHARES AT
         THE TIME OF SUCH MODIFICATION, EXTENSION OR RENEWAL.

                  3.3.     GUIDELINES. SUBJECT TO ARTICLE X HEREOF, THE
COMMITTEE SHALL HAVE THE AUTHORITY TO ADOPT, ALTER AND REPEAL SUCH
ADMINISTRATIVE RULES, GUIDELINES AND PRACTICES GOVERNING THIS PLAN AND PERFORM
ALL ACTS, INCLUDING THE DELEGATION OF ITS ADMINISTRATIVE RESPONSIBILITIES, AS IT
SHALL, FROM TIME TO TIME, DEEM ADVISABLE; TO CONSTRUE AND INTERPRET THE TERMS
AND PROVISIONS OF THIS PLAN AND ANY OPTION ISSUED UNDER THIS PLAN (AND ANY
AGREEMENTS RELATING THERETO); AND TO OTHERWISE SUPERVISE THE ADMINISTRATION OF
THIS PLAN. THE COMMITTEE MAY CORRECT ANY DEFECT, SUPPLY ANY OMISSION OR
RECONCILE ANY INCONSISTENCY IN THIS PLAN OR IN ANY AGREEMENT RELATING THERETO IN
THE MANNER AND TO THE EXTENT IT SHALL DEEM NECESSARY TO CARRY THIS PLAN INTO
EFFECT, BUT ONLY TO THE EXTENT ANY SUCH ACTION WOULD BE PERMITTED UNDER THE
APPLICABLE PROVISIONS OF BOTH RULE 16B-3 AND SECTION 162(m) OF THE CODE.

                  3.4.     DECISIONS FINAL. ANY DECISION, INTERPRETATION OR
OTHER ACTION MADE OR TAKEN IN GOOD FAITH BY OR AT THE DIRECTION OF THE COMPANY,
THE BOARD OR THE COMMITTEE (OR ANY OF ITS MEMBERS) ARISING OUT OF OR IN
CONNECTION WITH THIS PLAN SHALL BE WITHIN THE ABSOLUTE DISCRETION OF THE
COMPANY, THE BOARD OR THE COMMITTEE, AS THE CASE MAY BE, AND SHALL BE FINAL,
BINDING AND CONCLUSIVE ON THE COMPANY, SUBSIDIARIES AND ALL EMPLOYEES AND
PARTICIPANTS AND THEIR RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS
AND ASSIGNS.

                  3.5.     RELIANCE ON COUNSEL. THE COMPANY, THE BOARD AND THE
COMMITTEE MAY CONSULT WITH LEGAL COUNSEL, WHO MAY BE COUNSEL FOR THE COMPANY OR
OTHER COUNSEL, WITH RESPECT TO ITS OBLIGATIONS OR DUTIES HEREUNDER, OR WITH
RESPECT TO ANY ACTION OR PROCEEDING OR ANY QUESTION OF LAW, AND SHALL NOT BE
LIABLE WITH RESPECT TO ANY ACTION TAKEN OR OMITTED BY IT IN GOOD FAITH PURSUANT
TO THE ADVICE OF SUCH COUNSEL.

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                  3.6.     PROCEDURES. IF THE COMMITTEE IS APPOINTED, THE BOARD
SHALL DESIGNATE ONE OF THE MEMBERS OF THE COMMITTEE AS CHAIRMAN AND THE
COMMITTEE SHALL HOLD MEETINGS, SUBJECT TO THE BY-LAWS OF THE COMPANY, AT SUCH
TIMES AND PLACES AS THE COMMITTEE SHALL DEEM ADVISABLE. A MAJORITY OF THE
COMMITTEE MEMBERS SHALL CONSTITUTE A QUORUM. ALL DETERMINATIONS OF THE COMMITTEE
SHALL BE MADE BY A MAJORITY OF ITS MEMBERS. ANY DECISION OR DETERMINATION
REDUCED TO WRITING AND SIGNED BY ALL THE COMMITTEE MEMBERS IN ACCORDANCE WITH
THE BY-LAWS OF THE COMPANY SHALL BE FULLY AS EFFECTIVE AS IF IT HAD BEEN MADE BY
A VOTE AT A MEETING DULY CALLED AND HELD. THE COMMITTEE MAY KEEP MINUTES OF ITS
MEETINGS AND MAY MAKE SUCH RULES AND REGULATIONS FOR THE CONDUCT OF ITS BUSINESS
AS IT SHALL DEEM ADVISABLE.

                  3.7.     DESIGNATION OF CONSULTANTS/LIABILITY.

                           (a)      THE COMMITTEE MAY DESIGNATE EMPLOYEES OF THE
         COMPANY AND PROFESSIONAL ADVISORS TO ASSIST THE COMMITTEE IN THE
         ADMINISTRATION OF THIS PLAN AND MAY GRANT AUTHORITY TO EMPLOYEES TO
         EXECUTE AGREEMENTS OR OTHER DOCUMENTS ON BEHALF OF THE COMMITTEE.

                           (b)      THE COMMITTEE MAY EMPLOY SUCH LEGAL COUNSEL,
         CONSULTANTS AND AGENTS AS IT MAY DEEM DESIRABLE FOR THE ADMINISTRATION
         OF THIS PLAN AND MAY RELY UPON ANY OPINION RECEIVED FROM ANY SUCH
         COUNSEL OR CONSULTANT AND ANY COMPUTATION RECEIVED FROM ANY SUCH
         CONSULTANT OR AGENT. EXPENSES INCURRED BY THE COMMITTEE OR THE BOARD IN
         THE ENGAGEMENT OF ANY SUCH COUNSEL, CONSULTANT OR AGENT SHALL BE PAID
         BY THE COMPANY. THE COMMITTEE, ITS MEMBERS AND ANY PERSON DESIGNATED
         PURSUANT TO SECTION 3.7(a) SHALL NOT BE LIABLE FOR ANY ACTION OR
         DETERMINATION MADE IN GOOD FAITH WITH RESPECT TO THIS PLAN. TO THE
         MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO OFFICER OR FORMER
         OFFICER OR TRUSTEE OR FORMER TRUSTEE OR MEMBER OR FORMER MEMBER OF THE
         COMMITTEE OR OF THE BOARD SHALL BE LIABLE FOR ANY ACTION OR
         DETERMINATION MADE IN GOOD FAITH WITH RESPECT TO THIS PLAN OR ANY
         OPTION GRANTED UNDER IT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
         LAW AND TO THE EXTENT NOT COVERED BY INSURANCE, EACH SUCH OFFICER,
         FORMER OFFICER, TRUSTEE OR FORMER TRUSTEE OR MEMBER OR FORMER MEMBER OF
         THE COMMITTEE OR OF THE BOARD SHALL BE INDEMNIFIED AND HELD HARMLESS BY
         THE COMPANY AGAINST ANY COST OR EXPENSE (INCLUDING REASONABLE FEES OF
         COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY) OR LIABILITY (INCLUDING
         ANY SUM PAID IN SETTLEMENT OF A CLAIM WITH THE APPROVAL OF THE
         COMPANY), AND ADVANCED AMOUNTS NECESSARY TO PAY THE FOREGOING AT THE
         EARLIEST TIME AND TO THE FULLEST EXTENT PERMITTED, ARISING OUT OF ANY
         ACT OR OMISSION TO ACT IN CONNECTION WITH THIS PLAN, EXCEPT TO THE
         EXTENT ARISING OUT OF SUCH OFFICER'S, FORMER OFFICER'S, TRUSTEE'S,
         FORMER TRUSTEE'S, MEMBER'S OR FORMER MEMBER'S OWN FRAUD OR BAD FAITH.
         SUCH INDEMNIFICATION SHALL BE IN ADDITION TO ANY RIGHTS OF
         INDEMNIFICATION THE OFFICERS, TRUSTEES, DIRECTORS OR MEMBERS OR FORMER
         OFFICERS, TRUSTEES, DIRECTORS OR MEMBERS MAY HAVE UNDER APPLICABLE LAW
         OR UNDER THE DECLARATION OF TRUST OF THE COMPANY OR BY-LAWS OF THE
         COMPANY. NOTWITHSTANDING ANYTHING ELSE HEREIN, THIS

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         INDEMNIFICATION WILL NOT APPLY TO THE ACTIONS OR DETERMINATIONS MADE BY
         AN INDIVIDUAL WITH REGARD TO OPTIONS GRANTED TO HIM OR HER UNDER THIS
         PLAN.

IV.      SHARE AND OTHER LIMITATIONS

                  4.1.     GENERAL LIMITATION. THE AGGREGATE NUMBER OF COMMON
SHARES WHICH MAY BE ISSUED UNDER THIS PLAN SHALL NOT EXCEED 150,000 SHARES WHICH
MAY BE EITHER AUTHORIZED AND UNISSUED COMMON SHARES OR COMMON SHARES HELD IN OR
ACQUIRED FOR THE TREASURY OF THE COMPANY OR COMMON SHARES HELD BY THE COMPANY.

                  4.2.     INDIVIDUAL PARTICIPANT LIMITATION. THE MAXIMUM NUMBER
OF COMMON SHARES SUBJECT TO ANY OPTION WHICH MAY BE GRANTED UNDER THIS PLAN
DURING ANY FISCAL YEAR OF THE COMPANY TO EACH ELIGIBLE EMPLOYEE SHALL BE 150,000
SHARES.

                  4.3.     CHANGES.

                           (a)      THE EXISTENCE OF THIS PLAN AND THE OPTIONS
         GRANTED HEREUNDER SHALL NOT AFFECT IN ANY WAY ANY RIGHTS OR POWERS OF
         THE COMPANY, THE BOARD OR THE SHAREHOLDERS OF THE COMPANY TO MAKE OR
         AUTHORIZE ANY ADJUSTMENT, RECAPITALIZATION, REORGANIZATION OR OTHER
         CHANGE IN THE COMPANY'S, CAPITAL STRUCTURE OR ITS BUSINESS, ANY MERGER
         OR CONSOLIDATION OF THE COMPANY, OR SUBSIDIARIES, ANY ISSUE OF BONDS,
         DEBENTURES, PREFERRED OR PRIOR PREFERENCE STOCK AHEAD OF OR AFFECTING
         COMMON SHARES, THE AUTHORIZATION OR ISSUANCE OF ADDITIONAL COMMON
         SHARES, THE DISSOLUTION OR LIQUIDATION OF THE COMPANY OR SUBSIDIARIES,
         ANY SALE OR TRANSFER OF ALL OR PART OF ITS ASSETS OR BUSINESS OR ANY
         OTHER CORPORATE ACT OR PROCEEDING.

                           (b)      IN THE EVENT OF ANY CHANGE IN THE CAPITAL
         STRUCTURE OR BUSINESS OF THE COMPANY BY REASON OF ANY STOCK DIVIDEND OR
         EXTRAORDINARY DIVIDEND, STOCK SPLIT OR REVERSE STOCK SPLIT,
         RECAPITALIZATION, REORGANIZATION, MERGER, CONSOLIDATION, OR EXCHANGE OF
         SHARES, DISTRIBUTION WITH RESPECT TO ITS OUTSTANDING COMMON SHARES OR
         CAPITAL STOCK OTHER THAN COMMON SHARES, RECLASSIFICATION OF ITS CAPITAL
         STOCK, ANY SALE OR TRANSFER OF ALL OR PART OF THE COMPANY'S ASSETS OR
         BUSINESS, OR ANY SIMILAR CHANGE AFFECTING THE COMPANY'S CAPITAL
         STRUCTURE OR BUSINESS AND THE COMMITTEE DETERMINES AN ADJUSTMENT IS
         APPROPRIATE UNDER THIS PLAN, THEN THE NUMBER AND KIND OF SHARES OR
         OTHER PROPERTY (INCLUDING CASH) TO BE ISSUED UPON EXERCISE OF AN
         OUTSTANDING OPTION GRANTED UNDER THIS PLAN AND THE PURCHASE OR EXERCISE
         PRICE THEREOF SHALL BE APPROPRIATELY ADJUSTED CONSISTENT WITH SUCH
         CHANGE IN SUCH MANNER AS THE COMMITTEE MAY DEEM EQUITABLE TO PREVENT
         SUBSTANTIAL DILUTION OR ENLARGEMENT OF THE RIGHTS GRANTED TO, OR
         AVAILABLE FOR, PARTICIPANTS UNDER THIS PLAN OR AS OTHERWISE NECESSARY
         TO REFLECT THE CHANGE, AND ANY SUCH ADJUSTMENT DETERMINED BY THE
         COMMITTEE IN GOOD FAITH SHALL BE BINDING AND CONCLUSIVE ON THE COMPANY,
         SUBSIDIARIES AND ALL PARTICIPANTS AND EMPLOYEES AND THEIR RESPECTIVE
         HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS.

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                           (c)      FRACTIONAL COMMON SHARES RESULTING FROM ANY
         ADJUSTMENT IN OPTIONS PURSUANT TO SECTION 4.3(a) OR (b) SHALL BE
         AGGREGATED UNTIL, AND ELIMINATED AT, THE TIME OF EXERCISE BY
         ROUNDING-DOWN FOR FRACTIONS LESS THAN ONE-HALF AND ROUNDING-UP FOR
         FRACTIONS EQUAL TO OR GREATER THAN ONE-HALF. NO CASH SETTLEMENTS SHALL
         BE MADE WITH RESPECT TO FRACTIONAL SHARES ELIMINATED BY ROUNDING.
         NOTICE OF ANY ADJUSTMENT SHALL BE GIVEN BY THE COMMITTEE TO EACH
         PARTICIPANT WHOSE OPTION HAS BEEN ADJUSTED AND SUCH ADJUSTMENT (WHETHER
         OR NOT SUCH NOTICE IS GIVEN) SHALL BE EFFECTIVE AND BINDING FOR ALL
         PURPOSES OF THIS PLAN.

                           (d)      IN THE EVENT OF A MERGER OR CONSOLIDATION IN
         WHICH THE COMPANY IS NOT THE SURVIVING ENTITY OR IN THE EVENT OF ANY
         TRANSACTION THAT RESULTS IN THE ACQUISITION OF ALL OR SUBSTANTIALLY ALL
         OF THE COMPANY'S OUTSTANDING COMMON SHARES BY A SINGLE PERSON OR ENTITY
         OR BY A GROUP OF PERSONS AND/OR ENTITIES ACTING IN CONCERT, OR IN THE
         EVENT OF THE SALE OR TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE
         COMPANY'S ASSETS (ALL OF THE FOREGOING BEING REFERRED TO AS
         "ACQUISITION EVENTS"), THEN THE COMMITTEE MAY, IN ITS SOLE DISCRETION,
         TERMINATE ALL OUTSTANDING OPTIONS OF ELIGIBLE EMPLOYEES, EFFECTIVE AS
         OF THE DATE OF THE ACQUISITION EVENT, BY DELIVERING NOTICE OF
         TERMINATION TO EACH SUCH PARTICIPANT AT LEAST 30 DAYS PRIOR TO THE DATE
         OF CONSUMMATION OF THE ACQUISITION EVENT; PROVIDED, THAT DURING THE
         PERIOD FROM THE DATE ON WHICH SUCH NOTICE OF TERMINATION IS DELIVERED
         TO THE CONSUMMATION OF THE ACQUISITION EVENT, EACH SUCH PARTICIPANT
         SHALL HAVE THE RIGHT TO EXERCISE IN FULL ALL OF HIS OR HER OPTIONS THAT
         ARE THEN OUTSTANDING (WHETHER VESTED OR NOT VESTED) BUT CONTINGENT ON
         THE OCCURRENCE OF THE ACQUISITION EVENT, AND, PROVIDED THAT, IF THE
         ACQUISITION EVENT DOES NOT TAKE PLACE WITHIN A SPECIFIED PERIOD AFTER
         GIVING SUCH NOTICE FOR ANY REASON WHATSOEVER, THE NOTICE AND EXERCISE
         SHALL BE NULL AND VOID. IF AN ACQUISITION EVENT OCCURS, TO THE EXTENT
         THE COMMITTEE DOES NOT TERMINATE THE OUTSTANDING OPTIONS PURSUANT TO
         THIS SECTION 4.3(d), THEN THE PROVISIONS OF SECTION 4.3(b) SHALL APPLY.

                  4.4.     PURCHASE PRICE. NOTWITHSTANDING ANY PROVISION OF THIS
                           PLAN TO THE CONTRARY, IF AUTHORIZED BUT PREVIOUSLY
UNISSUED COMMON SHARES ARE ISSUED UNDER THIS PLAN, SUCH SHARES SHALL NOT BE
ISSUED FOR A CONSIDERATION WHICH IS LESS THAN AS PERMITTED UNDER APPLICABLE LAW.

V.       ELIGIBILITY

                  THE CHIEF EXECUTIVE OFFICER OF THE COMPANY AND SUCH OTHER
SENIOR EXECUTIVES OF THE COMPANY AS DETERMINED BY THE COMMITTEE ARE ELIGIBLE TO
BE GRANTED OPTIONS UNDER THIS PLAN.

VI.      STOCK OPTION GRANTS

                  6.1.     GRANT. THE COMMITTEE SHALL HAVE THE AUTHORITY TO
GRANT TO ANY ELIGIBLE EMPLOYEE ONE OR MORE INCENTIVE STOCK OPTIONS. TO THE
EXTENT AN OPTION DOES NOT

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QUALIFY AS AN INCENTIVE STOCK OPTION (WHETHER BECAUSE OF ITS PROVISIONS OR THE
TIME OR MANNER OF ITS EXERCISE OR OTHERWISE), SUCH OPTION OR THE PORTION THEREOF
WHICH DOES NOT QUALIFY, SHALL CONSTITUTE A NON-QUALIFIED STOCK OPTION.

                  6.2.     OPTION AGREEMENT. OPTIONS SHALL BE EVIDENCED BY
OPTION AGREEMENTS IN SUCH FORM AS THE COMMITTEE SHALL APPROVE FROM TIME TO TIME.

                           (a)      EXERCISE PRICE. THE OPTION PRICE PER SHARE
         PURCHASABLE UNDER AN INCENTIVE STOCK OPTION SHALL BE DETERMINED BY THE
         COMMITTEE AT THE TIME OF GRANT BUT SHALL NOT BE LESS THAN 100% OF THE
         FAIR MARKET VALUE OF A COMMON SHARE AT THE TIME OF GRANT; PROVIDED,
         HOWEVER, IF AN INCENTIVE STOCK OPTION IS GRANTED TO A TEN PERCENT
         SHAREHOLDER, THE PURCHASE PRICE SHALL BE NO LESS THAN 110% OF THE FAIR
         MARKET VALUE OF THE COMMON SHARES.

                           (b)      PERIOD OF EXERCISABILITY FOR OPTIONS TO
         PURCHASE SHARES. THE TERM OF EACH STOCK OPTION SHALL BE FIXED BY THE
         COMMITTEE, BUT NO STOCK OPTION SHALL BE EXERCISABLE MORE THAN TEN (10)
         YEARS AFTER THE DATE THE OPTION IS GRANTED, PROVIDED, HOWEVER, THE TERM
         OF AN INCENTIVE STOCK OPTION GRANTED TO A TEN PERCENT SHAREHOLDER MAY
         NOT EXCEED FIVE (5) YEARS.

                           (c)      METHOD OF EXERCISE. THE OPTION IS
         EXERCISABLE IN INSTALLMENTS AS PROVIDED BELOW, WHICH SHALL BE
         CUMULATIVE. TO THE EXTENT THAT THE OPTION HAS BECOME EXERCISABLE WITH
         RESPECT TO A NUMBER OF SHARES GRANTED AS PROVIDED BELOW, THE OPTION MAY
         THEREAFTER BE EXERCISED, IN WHOLE OR IN PART, AT ANY TIME OR FROM TIME
         TO TIME PRIOR TO THE EXPIRATION OF THE OPTION AS PROVIDED HEREIN IN
         ACCORDANCE WITH THIS PLAN, INCLUDING WITHOUT LIMITATION, THE FILING OF
         SUCH WRITTEN FORM OF EXERCISE NOTICE, IF ANY, AS MAY BE PROMULGATED BY
         THE COMMITTEE ACCOMPANIED BY THE FULL PAYMENT OF THE EXERCISE PRICE IN
         SUCH FORM, OR SUCH OTHER ARRANGEMENT FOR THE SATISFACTION OF THE
         EXERCISE PRICE, AS THE COMMITTEE MAY ACCEPT. IF AND TO THE EXTENT
         DETERMINED BY THE COMMITTEE IN ITS SOLE DISCRETION AT OR AFTER GRANT,
         PAYMENT IN FULL OR IN PART MAY BE MADE IN THE FORM OF COMMON SHARES
         WITHHELD FROM THE SHARES TO BE RECEIVED ON THE EXERCISE OF A STOCK
         OPTION HEREUNDER OR COMMON SHARES OWNED BY THE PARTICIPANT FOR AT LEAST
         SIX (6) MONTHS (AND FOR WHICH THE PARTICIPANT HAS GOOD TITLE FREE AND
         CLEAR OF ANY LIENS AND ENCUMBRANCES AND HAS REPRESENTED THAT HE OR SHE
         HAS OWNED THE COMMON SHARES FOR AT LEAST SIX (6) MONTHS) BASED ON THE
         FAIR MARKET VALUE OF THE COMMON SHARES ON THE PAYMENT DATE, AS
         DETERMINED BY THE COMMITTEE. NO COMMON SHARES WILL BE ISSUED UNTIL
         PAYMENT THEREFOR, AS PROVIDED HEREIN, HAS BEEN MADE OR PROVIDED FOR.

                           (d)      VESTING. SUBJECT TO THE TERMS AND CONDITIONS
         AND WITHIN THE LIMITATIONS OF THIS PLAN, OPTIONS SHALL BECOME
         EXERCISABLE AS TO ONE-FIFTH OF THE COMMON SHARES SUBJECT TO THE OPTIONS
         GRANTED ON EACH OF THE FIRST FIVE (5) ANNIVERSARIES OF THE DATE OF
         GRANT.

                                       8
<PAGE>

                           (e)      INCENTIVE STOCK OPTION LIMITATIONS. TO THE
                  EXTENT THAT THE AGGREGATE FAIR MARKET VALUE (DETERMINED AS OF
                  THE TIME OF GRANT) OF THE COMMON SHARES WITH RESPECT TO WHICH
                  INCENTIVE STOCK OPTIONS ARE EXERCISABLE FOR THE FIRST TIME BY
                  AN ELIGIBLE EMPLOYEE DURING ANY CALENDAR YEAR UNDER THIS PLAN
                  AND/OR ANY OTHER STOCK OPTION PLAN OF THE COMPANY OR ANY
                  "SUBSIDIARY" OR "PARENT" CORPORATION (WITHIN THE MEANING OF
                  SECTION 424 OF THE CODE) EXCEEDS $100,000, SUCH OPTIONS SHALL
                  BE TREATED AS OPTIONS WHICH ARE NOT INCENTIVE STOCK OPTIONS.

                           (f)      Buy Out and Settlement Provisions. The
                  Committee may at any time on behalf of the Company offer to
                  buy out an Option previously granted (with no obligation on
                  the Participant to accept the offer), based on such terms and
                  conditions as the Committee shall establish and communicate to
                  the Participant at the time that such offer is made.

                           (g)      Form, Modification, Extension and Renewal of
                  Options. Subject to the terms and conditions and within the
                  limitations of this Plan, an Option shall be evidenced by such
                  form of agreement or grant as is approved by the Committee,
                  and the Committee may modify, extend or renew outstanding
                  Options granted under this Plan (provided that the rights of a
                  Participant are not reduced without his or her consent), or
                  accept the surrender of outstanding Options (up to the extent
                  not theretofore exercised) and authorize the granting of new
                  Options in substitution therefor (to the extent not
                  theretofore exercised).

                           (h)      Other Terms and Conditions. Options may
                  contain such other provisions, which shall not be inconsistent
                  with any of the foregoing terms of this Plan, as the Committee
                  shall deem appropriate.

VII.     NONTRANSFERABILITY OF OPTIONS

                  No Stock Option shall be Transferred by the Participant
otherwise than by will or by the laws of descent and distribution. All Stock
Options shall be exercisable, during the Participant's lifetime, only by the
Participant. No Option shall, except as otherwise specifically provided by law
or herein, be Transferred in any manner, and any attempt to Transfer any such
Option shall be void, and no such Option shall in any manner be used for the
payment of, subject to, or otherwise encumbered by or hypothecated for the
debts, contracts, liabilities, engagements or torts of any person who shall be
entitled to such Option, nor shall it be subject to attachment or legal process
for or against such person.

VIII.    EFFECT OF TERMINATION OF EMPLOYMENT

                  SUBJECT TO THE APPLICABLE PROVISIONS OF THE OPTION AGREEMENT
AND THIS PLAN, UPON A PARTICIPANT'S TERMINATION OF EMPLOYMENT FOR ANY REASON THE
OPTION IN QUESTION

                                       9
<PAGE>

WILL VEST OR BE FORFEITED AND SHALL BE EXERCISABLE IN ACCORDANCE WITH THE TERMS
AND CONDITIONS ESTABLISHED BY THE COMMITTEE AT GRANT OR THEREAFTER.

IX.      RIGHTS AS A SHAREHOLDER

                  A PARTICIPANT (OR A PERMITTED TRANSFEREE OF AN OPTION) SHALL
HAVE NO RIGHTS AS A SHAREHOLDER WITH RESPECT TO ANY OF THE COMMON SHARES COVERED
BY SUCH PARTICIPANT'S OPTION UNTIL SUCH PARTICIPANT (OR PERMITTED TRANSFEREE)
SHALL HAVE BECOME THE HOLDER OF RECORD OF SUCH SHARES, AND NO ADJUSTMENTS SHALL
BE MADE FOR DIVIDENDS IN CASH OR OTHER PROPERTY OR DISTRIBUTIONS OR OTHER RIGHTS
IN RESPECT TO ANY SUCH SHARES, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS
PLAN.

X.       TERMINATION, AMENDMENT AND MODIFICATION

                  Notwithstanding any other provision of this Plan, the Board or
the Committee may at any time, and from time to time, amend, in whole or in
part, any or all of the provisions of this Plan (including any amendment deemed
necessary to ensure that the Company may comply with any regulatory requirement
referred to in this Article X), or suspend or terminate it entirely,
retroactively or otherwise; provided, however, that, unless otherwise required
by law or specifically provided herein, the rights of a Participant with respect
to Options granted prior to such amendment, suspension or termination, may not
be impaired without the consent of such Participant and, provided further,
without the approval of the shareholders of the Company in accordance with the
laws of the State of Maryland, if and to the extent required by the applicable
provisions of Rule 16b-3 or Section 162(m) of the Code, or with respect to
Incentive Stock Options, Section 422 of the Code, no amendment may be made which
would (i) increase the aggregate number of Common Shares that may be issued
under this Plan; (ii) change the classification of employees eligible to receive
Options under this Plan; (iii) decrease the minimum option price of any Stock
Option; or (iv) extend the maximum Option term. In no event may this Plan be
amended without the approval of the shareholders of the Company in accordance
with the applicable laws of the State of Maryland to increase the aggregate
number of Common Shares that may be issued under this Plan (subject to Section
4.3), decrease the minimum option price of any Stock Option, or to make any
other amendment that would require shareholder approval under the rules of any
exchange or system on which the Company's securities are listed or traded at the
request of the Company.

                  The Committee may amend the terms of any Option theretofore
granted, prospectively or retroactively, but, subject to Article IV or as
otherwise specifically provided herein, no such amendment or other action by the
Committee shall impair the rights of any Participant without the Participant's
consent.

                                       10
<PAGE>

XI.      UNFUNDED PLAN

                  THIS PLAN IS INTENDED TO CONSTITUTE AN "UNFUNDED" PLAN FOR
INCENTIVE COMPENSATION. WITH RESPECT TO ANY PAYMENTS AS TO WHICH A PARTICIPANT
HAS A FIXED AND VESTED INTEREST BUT WHICH ARE NOT YET MADE TO A PARTICIPANT BY
THE COMPANY, NOTHING CONTAINED HEREIN SHALL GIVE ANY SUCH PARTICIPANT ANY RIGHTS
THAT ARE GREATER THAN THOSE OF A GENERAL CREDITOR OF THE COMPANY.

XII.     GENERAL PROVISIONS

                  12.1.    Legend. The Committee may require each person
receiving shares pursuant to the exercise of an Option under this Plan to
represent to and agree in writing that the Participant is acquiring the shares
without a view to distribution thereof. In addition to any legend required by
this Plan, the certificates for such shares may include any legend which the
Committee deems appropriate to reflect any restrictions on Transfer.

                  All certificates for Common Shares delivered under this Plan
shall be subject to such stock transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations and other requirements
of the Securities and Exchange Commission, any stock exchange upon which the
Common Shares are then listed or any national securities association system upon
whose system the Common Shares are then quoted, any applicable Federal or state
securities law, and any applicable corporate law, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

                  12.2.    Other Plans. Nothing contained in this Plan shall
prevent the Board from adopting other or additional compensation arrangements
and such arrangements may be either generally applicable or applicable only in
specific cases.

                  12.3.    No Right to Employment. Neither this Plan nor the
grant of any Option hereunder shall give any Participant or other employee any
right with respect to continuance of employment by the Company or any
Subsidiary, nor shall they be a limitation in any way on the right of the
Company or any Subsidiary by which an employee is employed or retained to
terminate his or her employment at any time.

                  12.4.    Withholding of Taxes. The Company shall have the
right to deduct from any payment to be made to a Participant, or to otherwise
require, prior to the issuance or delivery of any Common Shares or the payment
of any cash hereunder, payment by the Participant of, any Federal, state or
local taxes required by law to be withheld.

                  The Committee shall permit any such withholding obligation
with regard to any Eligible Employee to be satisfied by reducing the number of
Common Shares otherwise deliverable or by delivering Common Shares already
owned. Any fraction of a Common Share required to satisfy such tax obligations
shall be disregarded and the amount due shall be paid instead in cash by the
Participant.

                                       11
<PAGE>

                  12.5.    Listing and Other Conditions.

                           (a)      As long as the Common Shares are listed on a
         national securities exchange or system sponsored by a national
         securities association, the issue of any Common Shares pursuant to an
         Option shall be conditioned upon such shares being listed on such
         exchange or system. The Company shall have no obligation to deliver
         such shares unless and until such shares are so listed; provided,
         however, that any delay in the delivery of such shares shall be based
         solely on a reasonable business decision and the right to exercise any
         Option with respect to such shares shall be suspended until such
         listing has been effected.

                           (b)      If at any time counsel to the Company shall
         be of the opinion that any sale or delivery of Common Shares pursuant
         to the exercise of an Option is or may in the circumstances be unlawful
         or result in the imposition of excise taxes on the Company under the
         statutes, rules or regulations of any applicable jurisdiction, the
         Company shall have no obligation to make such sale or delivery, or to
         make any application or to effect or to maintain any qualification or
         registration under the Securities Act of 1933, as amended, or otherwise
         with respect to Common Shares or Options, and the right to exercise any
         Option shall be suspended until, in the opinion of said counsel, such
         sale or delivery shall be lawful or will not result in the imposition
         of excise taxes on the Company.

                           (c)      Upon termination of any period of suspension
         under this Section 12.5, any Option affected by such suspension which
         shall not then have expired or terminated shall be reinstated as to all
         shares available before such suspension and as to shares which would
         otherwise have become available during the period of such suspension,
         but no such suspension shall extend the term of any Option.

                  12.6.    Governing Law. This Plan shall be governed and
construed in accordance with the laws of the State of Maryland (regardless of
the law that might otherwise govern under applicable Maryland principles of
conflict of laws).

                  12.7.    Construction. Wherever any words are used herein in
the singular form, they shall be construed as though they were also used in the
plural form in all cases where that would so apply. To the extent applicable,
this Plan shall be limited, construed and interpreted in a manner so as to
comply with Section 162(m) of the Code and the applicable requirements of Rule
16b-3; however, noncompliance with Section 162(m) of the Code and Rule 16b-3
shall have no impact on the effectiveness of an award under this Plan.

                  12.8.    Other Benefits. No Option payment under this Plan
shall be deemed compensation for purposes of computing benefits under any
retirement plan of the Company or its subsidiaries nor affect any benefits under
any other benefit plan now or subsequently in effect under which the
availability or amount of benefits is related to the level of compensation.

                                       12
<PAGE>

                  12.9.    Costs. The Company shall bear all expenses included
in administering this Plan, including expenses of issuing Common Shares pursuant
to any Options hereunder.

                  12.10.   No Right to Same Benefits. The provisions of Options
need not be the same with respect to each Participant, and such Options granted
to individual Participants need not be the same in subsequent years.

                  12.11.   Death/Disability. The Committee may in its discretion
require the transferee of a Participant's Option to supply the Company with
written notice of the Participant's death or disability and to supply the
Company with a copy of the will (in the case of the Participant's death) or such
other evidence as the Committee deems necessary to establish the validity of the
Transfer of an Option. The Committee may also require that the transferee agree
in writing to be bound by all of the terms and conditions of this Plan.

                  12.12.   Section 16(b) of the Exchange Act. All elections and
transactions under this Plan by persons subject to Section 16 of the Exchange
Act involving Common Shares are intended to comply with any applicable exemptive
condition under Rule 16b-3. The Committee may establish and adopt written
administrative guidelines, designed to facilitate compliance with Section 16(b)
of the Exchange Act, as it may deem necessary or proper for the administration
and operation of this Plan thereunder.

                  12.13.   Severability of Provisions. If any provision of this
Plan shall be held invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provisions hereof, and this Plan shall be construed
and enforced as if such provisions had not been included.

XIII.    EFFECTIVE DATE OF PLAN

                  THIS KRAMONT REALTY TRUST EXECUTIVE OFFICER STOCK OPTION PLAN
(FORMERLY THE MONTGOMERY CV TRUST EXECUTIVE OFFICER STOCK OPTION PLAN) INITIALLY
BECAME EFFECTIVE ON DECEMBER 17, 1997. THIS AMENDED AND RESTATED PLAN IS
EFFECTIVE ON JUNE 16, 2000 (DEFINED AS THE EFFECTIVE TIME IN THE REORGANIZATION
AGREEMENT).

XIV.     TERM OF THIS PLAN

                  NO OPTION SHALL BE GRANTED PURSUANT TO THIS PLAN ON OR AFTER
THE FIFTH ANNIVERSARY OF DECEMBER 17, 1997, BUT OPTIONS GRANTED PRIOR TO SUCH
FIFTH ANNIVERSARY MAY EXTEND BEYOND THAT DATE.

                                       13

</TEXT>
</DOCUMENT>
