COTELLIGENT INC
LONG-TERM INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>LONG-TERM INCENTIVE PLAN
<TEXT>

<PAGE>

                                                                   EXHIBIT 10.19

                                             DRAFT FOR BOARD OF DIRECTORS REVIEW

                                 COTELLIGENT, INC.

                         2000 LONG-TERM INCENTIVE PLAN


     1.  Purpose.  The purpose of this 2000 Long-Term Incentive Plan (the
"Plan") of Cotelligent, Inc., a Delaware corporation (the "Company"), is to
advance the interests of the Company and its stockholders by providing a means
to attract, retain and reward directors, officers and other key employees and
consultants of and service providers to the Company and its subsidiaries and to
enable such persons to acquire or increase a proprietary interest in the
Company, thereby promoting a closer identity of interests between such persons
and the Company's stockholders.

     2.  Definitions.  The definitions of awards under the Plan, including
Options, SARs (including Limited SARs), Restricted Stock, Deferred Stock, Stock
granted as a bonus or in lieu of other awards, Dividend Equivalents and Other
Stock-Based Awards are set forth in Section 6 of the Plan.  Such awards,
together with any other right or interest granted to a Participant under the
Plan, are termed "Awards."  For purposes of the Plan, the following additional
terms shall be defined as set forth below:

     (a) "Award Agreement" means any written agreement, contract, notice or
other instrument or document evidencing an Award.

     (b) "Beneficiary" shall mean the person, persons, trust or trusts which
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, if there is no
designated Beneficiary or surviving designated Beneficiary, then the person,
persons, trust or trusts entitled by will or the laws of descent and
distribution to receive such benefits.

     (c) "Board" means the Board of Directors of the Company.

     (d) A "Change in Control" shall be deemed to have occurred if:

               (i) any person, other than the Company or an employee benefit
          plan of the Company, acquires directly or indirectly the Beneficial
          Ownership (as defined in Section 13(d) of the Securities Exchange Act
          of 1934, as amended) of any voting security of the Company and
          immediately after such acquisition such Person is, directly or
          indirectly, the Beneficial Owner of voting securities representing 50
          percent or more of the total voting power of all of the then-
          outstanding voting securities of the Company;
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               (ii)  the individuals (A) who, as of the effective date of the
          Plan, constitute the Board (the "Original Directors") or (B) who
          thereafter are elected to the Board and whose election, or nomination
          for election, to the Board was approved by a vote of at least two-
          thirds (2/3) of the Original Directors then still in office (such
          directors becoming "Additional Original Directors" immediately
          following their election) or (C) who are elected to the Board and
          whose election, or nomination for election, to the Board was approved
          by a vote of at least two-thirds (2/3) of the Original Directors and
          Additional Original Directors then still in office (such directors
          also becoming "Additional Original Directors" immediately following
          their election) (such individuals being the "Continuing Directors"),
          cease for any reason to constitute a majority of the members of the
          Board;

               (iii)  the stockholders of the Company shall approve a merger,
          consolidation, recapitalization, or reorganization of the Company, a
          reverse stock split of outstanding voting securities, or consummation
          of any such transaction if stockholder approval is not sought or
          obtained, other than any such transaction which would result in at
          least 75 percent of the total voting power represented by the voting
          securities of the surviving entity outstanding immediately after such
          transaction being Beneficially Owned by at least 75 percent of the
          holders of outstanding voting securities of the Company immediately
          prior to the transaction, with the voting power of each such
          continuing holder relative to other such continuing holders not
          substantially altered in the transaction; or

               (iv)  the stockholders of the Company shall approve a plan of
          complete liquidation of the Company or an agreement for the sale or
          disposition by the Company of all or a substantial portion of the
          Company's assets (i.e., 50 percent or more of the total assets of the
          Company).

     (e) "Committee"  means the Compensation Committee of the Board, or such
other committee, whether comprised of one or more Board members or executives of
the Company, as may be designated by the Board to administer the Plan.

     (f) "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.  References to any provision of the Exchange Act shall be
deemed to include rules thereunder and successor provisions and rules thereto.

     (g) "Fair Market Value" means, with respect to Stock, Awards, or other
property, the fair market value of such Stock, Awards, or other property
determined by such methods or procedures as shall be established from time to
time by the Committee, provided, however, that if the Stock is listed on a
national securities exchange or quoted in an interdealer quotation system, the
Fair Market Value of such Stock on a given date shall be based upon the last
sales price or, if unavailable, the average of the closing bid and asked prices
per share of the Stock on such date (or, if there was no trading or
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quotation in the Stock on such date, on the next preceding date on which there
was trading or quotation) as provided by one of such organizations.

     (h) "Participant" means a person who, at a time when eligible under Section
5 hereof, has been granted an Award under the Plan.

     (i)  "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.

     (j) "Stock" means the Common Stock, $.01 par value, of the Company and such
other securities as may be substituted for Stock or such other securities
pursuant to Section 4.

     3.  Administration.

     (a) Authority of the Committee.  The Plan shall be administered by the
Committee.  The Committee shall have full and final authority to take the
following actions, in each case subject to and consistent with the provisions of
the Plan:

       (i) to select persons to whom Awards may be granted;

       (ii) to determine the type or types of Awards to be granted to each such
person;

       (iii)  to determine the number of Awards to be granted, the number of
shares of Stock to which an Award will relate, the terms and conditions of any
Award granted under the Plan (including, but not limited to, any exercise price,
grant price or purchase price, any restriction or condition, any schedule for
lapse of restrictions or conditions relating to transferability or forfeiture,
exercisability or settlement of an Award, and waivers or accelerations thereof,
performance conditions relating to an Award, based in each case on such
considerations as the Committee shall determine), and all other matters to be
determined in connection with an Award;

       (iv) to determine whether, to what extent and under what circumstances an
Award may be settled, or the exercise price of an Award may be paid, in cash,
Stock, other Awards, or other property, or an Award may be canceled, forfeited,
or surrendered;

       (v) to determine whether, to what extent and under what circumstances
cash, Stock, other Awards or other property payable with respect to an Award
will be deferred either automatically, at the election of the Committee or at
the election of the Participant;

       (vi) to prescribe the form of each Award Agreement, which need not be
identical for each Participant;
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       (vii)  to adopt, amend, suspend, waive and rescind such rules and
regulations and appoint such agents as the Committee may deem necessary or
advisable to administer the Plan;

       (viii)  to correct any defect or supply any omission or reconcile any
inconsistency in the Plan and to construe and interpret the Plan and any Award,
rules and regulations, Award Agreement or other instrument hereunder; and

       (ix) to make all other decisions and determinations as may be required
under the terms of the Plan or as the Committee may deem necessary or advisable
for the administration of the Plan.

Other provisions of the Plan notwithstanding, the Board may perform any function
of the Committee under the Plan, including without limitation for the purpose of
ensuring that transactions under the Plan by Participants who are then subject
to Section 16 of the Exchange Act in respect of the Company are exempt under
Rule 16b-3.  In any case in which the Board is performing a function of the
Committee under the Plan, each reference to the Committee herein shall be deemed
to refer to the Board.

     (b) Manner of Exercise of Committee Authority. Any action of the Committee
with respect to the Plan shall be final, conclusive and binding on all persons,
including the Company, subsidiaries of the Company, Participants, any person
claiming any rights under the Plan from or through any Participant and
stockholders, except to the extent the Committee may subsequently modify, or
take further action not consistent with, its prior action. If not specified in
the Plan, the time at which the Committee must or may make any determination
shall be determined by the Committee, and any such determination may thereafter
be modified by the Committee (subject to Section 8(e)). 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 subsidiary
of the Company the authority, subject to such terms as the Committee shall
determine, to perform such functions as the Committee may determine, to the
extent permitted under applicable law.

     (c) Limitation of Liability. Each member of the Committee shall be entitled
to, in good faith, rely or act upon any report or other information furnished to
him by any officer or other employee of the Company or any subsidiary, the
Company's independent certified public accountants or any executive compensation
consultant, legal counsel or other professional retained by the Company to
assist in the administration of the Plan. No member of the Committee, nor any
officer or employee of the Company acting on behalf of the Committee, shall be
personally liable for any action, determination or interpretation taken or made
in good faith with respect to the Plan, and all members of the Committee and any
officer or employee of the Company acting on its behalf shall, to the extent
permitted by law, be fully indemnified and protected by the Company with respect
to any such action, determination or interpretation.
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     4.  Subject to Plan.

     (a) Source of Stock.  Any shares of Stock delivered pursuant to an Award
may consist, in whole or in part, of authorized and unissued shares, treasury
shares or shares acquired in the market for a Participant's account.

     (b) Adjustments.  In the event that the Committee shall determine that any
recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase or exchange of Stock or other
securities, Stock dividend or other special, large and non-recurring dividend or
distribution (whether in the form of cash, securities or other property),
liquidation, dissolution, or other similar corporate transaction or event,
affects the Stock such that an adjustment is appropriate in order to prevent
dilution or enlargement of the rights of Participants under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and kind of shares of outstanding Restricted Stock or other
outstanding Award in connection with which shares have been issued, (ii) the
number and kind of shares that may be issued in respect of other outstanding
Awards, and (iii) the exercise price, grant price or purchase price relating to
any Award (or, if deemed appropriate, the Committee may make provision for a
cash payment with respect to any outstanding Award). In addition, the Committee
is authorized to make adjustments in the terms and conditions of, and the
criteria included in, Awards (including, without limitation, cancellation of
unexercised or outstanding Awards, or substitution of Awards using stock of a
successor or other entity) in recognition of unusual or nonrecurring events
(including, without limitation, events described in the preceding sentence and
events constituting a Change in Control) affecting the Company or any subsidiary
or the financial statements of the Company or any subsidiary, or in response to
changes in applicable laws, regulations, or accounting principles.

     5.  Eligibility.  All employees of the Company and its subsidiaries, and
persons who provide consulting or other services to the Company deemed by the
Committee to be of substantial value to the Company, are eligible to be granted
Awards under the Plan; provided, however, that participation by officers or
directors of the Company shall be limited to the extent necessary so that the
Plan qualifies as a "broadly-based plan" within the meaning of  Section 312 of
the New York Stock Exchange Listed Company Manual.  In addition, persons who
have been offered employment by the Company or its subsidiaries, and persons
employed by an entity that the Committee reasonably expects to become a
subsidiary of the Company, are eligible to be granted an Award under the Plan.

     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 8(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 employment or service of the
Participant.  Except as provided in Section 6(f), 6(h), or 7(a), or to the
extent required to comply with requirements of applicable law, only services may
be required as consideration for the grant (but not the exercise) of any Award.
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     (b) Options.  The Committee is authorized to grant options (including
"reload" options automatically granted to offset specified exercises of options)
to purchase Stock ("Options") on the following terms and conditions:

          (i) Exercise Price.  The exercise price per share of Stock purchasable
     under an Option shall be determined by the Committee.

          (ii) Time and Method of Exercise.  The Committee shall determine the
     time or times at which an Option may be exercised in whole or in part, the
     methods by which such exercise price may be paid or deemed to be paid, the
     form of such payment, including, without limitation, cash, Stock, other
     Awards or awards granted under other Company plans or other property
     (including notes or other contractual obligations of Participants to make
     payment on a deferred basis, such as through "cashless exercise"
     arrangements, to the extent permitted by applicable law), and the methods
     by which Stock will be delivered or deemed to be delivered to Participants.

          (iii)  Termination of Employment.  Unless otherwise determined by the
     Committee, upon termination of a Participant's employment with the Company
     and its subsidiaries, such Participant may exercise any Options during the
     three-month period following such termination of employment, but only to
     the extent such Option was exercisable as of such termination of
     employment.  Notwithstanding the foregoing, if the Committee determines
     that such termination is for cause, all Options held by the Participant
     shall terminate as of the termination of employment.

          (iv) Tax Status.  All Options shall not qualify as incentive stock
     options within the meaning of section 422 of the Internal Revenue Code of
     1986, as amended.

     (c) Stock Appreciation Rights.  The Committee is authorized to grant SARs
on the following terms and conditions ("SARs"):

          (i) Right to Payment. An SAR shall confer on the Participant to whom
     it is granted a right to receive, upon exercise thereof, the excess of (A)
     the Fair Market Value of one share of Stock on the date of exercise (or, if
     the Committee shall so determine the Fair Market Value of one share at any
     time during a specified period before or after the date of exercise), over
     (B) the grant price of the SAR as determined by the Committee as of the
     date of grant of the SAR, which, except as provided in Section 7(a), shall
     be not less than the Fair Market Value of one share of Stock on the date of
     grant.

          (ii) Other Terms. The Committee shall determine the time or times at
     which an SAR may be exercised in whole or in part, the method of exercise,
     method of settlement, form of consideration payable in settlement, method
     by which Stock will be delivered or deemed to be delivered to Participants,
     whether or not an SAR shall be in tandem with any other Award, and any
     other terms and conditions of any SAR. Limited SARs that may only be
     exercised upon the occurrence of a Change in Control may be
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     granted on such terms, not inconsistent with this Section 6(c), as the
     Committee may determine. Limited SARs may be either freestanding or in
     tandem with other Awards.

     (d)  Restricted Stock.  The Committee is authorized to grant Restricted
Stock on the following terms and conditions ("Restricted Stock"):

          (i) Grant and Restrictions. Restricted Stock shall be subject to such
     restrictions on transferability and other restrictions, if any, as the
     Committee may impose, which restrictions may lapse separately or in
     combination at such times, under such circumstances, in such installments,
     or otherwise, as the Committee may determine. Except to the extent
     restricted under the terms of the Plan and any Award Agreement relating to
     the Restricted Stock, a Participant granted Restricted Stock shall have all
     of the rights of a stockholder including, without limitation, the right to
     vote Restricted Stock or the right to receive dividends thereon.

          (ii) Forfeiture. Except as otherwise determined by the Committee, upon
     termination of employment or service (as determined under criteria
     established by the Committee) during the applicable restriction period,
     Restricted Stock that is at that time subject to restrictions shall be
     forfeited and reacquired by the Company; provided, however, 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 will be waived in whole or in part
     in the event of termination 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, such certificates may bear an appropriate legend referring
     to the terms, conditions, and restrictions applicable to such Restricted
     Stock, the Company may retain physical possession of the certificate, and
     the Participant shall have delivered a stock power to the Company, endorsed
     in blank, relating to the Restricted Stock.

          (iv) Dividends.  Dividends paid on Restricted Stock shall be either
     paid 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
     the payment of such dividends shall be deferred and/or the amount or value
     thereof automatically reinvested in additional Restricted Stock, other
     Awards, or other investment vehicles, as the Committee shall determine or
     permit the Participant to elect.  Stock 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 Stock or
     other property has been distributed, unless otherwise determined by the
     Committee.

     (e) Deferred Stock.  The Committee is authorized to grant Deferred Stock
subject to the following terms and conditions ("Deferred Stock"):
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          (i) Award and Restrictions.  Delivery of Stock will occur upon
     expiration of the deferral period specified for an Award of Deferred Stock
     by the Committee (or, if permitted by the Committee, as elected by the
     Participant).  In addition, Deferred Stock shall be subject to such
     restrictions as the Committee may impose, if any, which restrictions may
     lapse at the expiration of the deferral period or at earlier specified
     times, separately or in combination, in installments or otherwise, as the
     Committee may determine.

          (ii) Forfeiture.  Except as otherwise determined by the Committee,
     upon termination of employment or service (as determined under criteria
     established by the Committee) during the applicable deferral period or
     portion thereof to which forfeiture conditions apply (as provided in the
     Award Agreement evidencing the Deferred Stock), all Deferred Stock that is
     at that time subject to such forfeiture conditions shall be forfeited;
     provided, however, 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 Deferred Stock will be
     waived in whole or in part in the event of termination resulting from
     specified causes.

     (f) Bonus Stock and Awards in Lieu of Cash Obligations.  The Committee is
authorized to grant Stock as a bonus, or to grant Stock or other Awards in lieu
of Company obligations to pay cash under other plans or compensatory
arrangements.

     (g) Dividend Equivalents.  The Committee is authorized to grant Dividend
Equivalents entitling the Participant to receive cash, Stock, other Awards or
other property equal in value to dividends paid with respect to a specified
number of shares of Stock ("Dividend Equivalents").  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 Stock,
Awards or other investment vehicles, and subject to such restrictions on
transferability and risks of forfeiture, as the Committee may specify.

     (h) Other Stock-Based Awards.  The Committee is authorized, subject to
limitations under applicable law, to grant 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, Stock and factors that may influence the
value of Stock, as deemed by the Committee to be consistent with the purposes of
the Plan, including, without limitation, convertible or exchangeable debt
securities, other rights convertible or exchangeable into Stock, purchase rights
for Stock, Awards with value and payment contingent upon performance of the
Company or any other factors designated by the Committee and Awards valued by
reference to the book value of Stock or the value of securities of or the
performance of specified subsidiaries ("Other Stock Based Awards").  The
Committee shall determine the terms and conditions of such Awards.  Stock issued
pursuant to an Award in the nature of a purchase right granted under this
Section 6(h) shall be purchased for such consideration, paid for at such times,
by such methods, and in such forms, including, without limitation, cash, Stock,
other Awards, or other property, as the Committee shall
<PAGE>

determine. Cash awards, as an element of or supplement to any other Award under
the Plan, may be granted pursuant to this Section 6(h).

     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 for any other Award granted
under the Plan or any award granted under any other plan of the Company, any
subsidiary or any business entity to be acquired by the Company or a subsidiary,
or any other right of a Participant to receive payment from the Company or any
subsidiary.  Awards granted in addition to or in tandem with other Awards or
awards may be granted either as of the same time as or a different time from the
grant of such other Awards or awards.

     (b) Term of Awards.  The term of each Award shall be for such period as may
be determined by the Committee.

     (c) Form of Payment Under Awards.  Subject to the terms of the Plan and any
applicable Award Agreement, payments to be made by the Company or a subsidiary
upon the grant, exercise or settlement of an Award may be made in such forms as
the Committee shall determine, including, without limitation, cash, Stock, other
Awards or other property, and may be made in a single payment or transfer, in
installments or on a deferred basis.  Such payments may include, without
limitation, provisions for the payment or crediting of reasonable interest on
installment or deferred payments or the grant or crediting of Dividend
Equivalents in respect of installment or deferred payments denominated in Stock.

     (d)  Rule 16b-3 Compliance.

          (i)  Six-Month Holding Period.  Unless a Participant could otherwise
               dispose of equity securities, including derivative securities,
               acquired under the Plan without incurring liability under Section
               16(b) of the Exchange Act, equity securities acquired under the
               Plan must be held for a period of six months following the date
               of such acquisition, provided that this condition shall be
               satisfied with respect to a derivative security if at least six
               months elapse from the date of acquisition of the derivative
               security to the date of disposition of the derivative security
               (other than upon exercise or conversion) or its underlying equity
               security.

          (ii) Other Compliance Provisions.  With respect to a Participant who
               is then subject to Section 16 of the Exchange Act in respect of
               the Company, the Committee shall implement transactions under the
               Plan and administer the Plan in a manner that will ensure that
               each transaction by such a Participant is exempt from liability
               under Rule 16b-3, except that such a Participant may be permitted
               to engage in a non-exempt transaction under the Plan if written
               notice has been given to the Participant regarding the non-exempt
               nature of
<PAGE>

               such transaction. The Committee may authorize the Company to
               repurchase any Award or shares of Stock resulting from any Award
               in order to prevent a Participant who is subject to Section 16 of
               the Exchange Act from incurring liability under Section 16(b).
               Unless otherwise specified by the Participant, equity securities,
               including derivative securities, acquired under the Plan which
               are disposed of by a Participant shall be deemed to be disposed
               of in the order acquired by the Participant.

     (e) Loan Provisions.  With the consent of the Committee, and subject at all
times to, and only to the extent, if any, permitted under and in accordance
with, laws and regulations and other binding obligations or provisions
applicable to the Company, the Company may make, guarantee or arrange for a loan
or loans to a Participant with respect to the exercise of any Option or other
payment in connection with any Award, including the payment by a Participant of
any or all federal, state or local income or other taxes due in connection with
any Award.  Subject to such limitations, the Committee shall have full authority
to decide whether to make a loan or loans hereunder and to determine the amount,
terms and provisions of any such loan or loans, including the interest rate to
be charged in respect of any such loan or loans, whether the loan or loans are
to be with or without recourse against the borrower, the terms on which the loan
is to be repaid and conditions, if any, under which the loan or loans may be
forgiven.

     (f) Acceleration upon a Change of Control.   Unless otherwise provided by
the Committee, all conditions and/or restrictions relating to the continued
performance of services with respect to the exercisability or full enjoyment of
an Award shall immediately lapse upon a Change in Control.

     8.  General Provisions.

     (a) Compliance With Laws and Obligations.  The Company shall not be
obligated to issue or deliver Stock in connection with any Award, permit the
exercise of an Award, or take any other action under the Plan in a transaction
subject to the requirements of any applicable securities law, any requirement
under any listing agreement between the Company and any national securities
exchange or automated quotation system or any other law, regulation or
contractual obligation of the Company unless and until the Company is satisfied
that such requirements have been complied with in full.  Certificates
representing shares of Stock issued under the Plan will be subject to such stop-
transfer orders and other restrictions as may be applicable under such laws,
regulations and other obligations of the Company, including any requirement that
a legend or legends be placed thereon.

     (b) Limitations on Transferability.  Awards and other rights under the Plan
will not be transferable by a Participant except by will or the laws of descent
and distribution or to a Beneficiary in the event of the Participant's death,
shall not be pledged, mortgaged, hypothecated or otherwise encumbered, or
otherwise subject to the claims of creditors, and, in the case of SARs in tandem
therewith, shall be exercisable during the lifetime of a Participant only by
such Participant or his guardian or legal representative; provided, however,
that such Awards and other rights may be
<PAGE>

transferred to one or more transferees during the lifetime of the Participant to
the extent and on such terms as then may be permitted by the Committee.

     (c) No Right to Continued Employment or Service.  Neither the Plan nor any
action taken hereunder shall be construed as giving any employee or other person
the right to be retained in the employ or service of the Company or any of its
subsidiaries, nor shall it interfere in any way with the right of the Company or
any of its subsidiaries to terminate any employee's employment or other person's
service at any time.

     (d) Taxes.  The Company and any subsidiary is authorized to withhold from
any Award granted or to be settled, any delivery of Stock in connection with an
Award, any other payment relating to an Award 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 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 Stock or other property and to make cash
payments in respect thereof in satisfaction of a Participant's tax obligations.

     (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 at any time; provided, however, that, without the consent of an
affected Participant, no such action may materially impair the rights of such
Participant under any Award theretofore granted to him (as such rights are set
forth in the Plan and the Award Agreement).  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;
provided, however, that, without the consent of an affected Participant, no such
action may materially impair the rights of such Participant under such Award (as
such rights are set forth in the Plan and the Award Agreement).  Notwithstanding
the foregoing, the Board or the Committee may take any action (including actions
affecting or terminating outstanding Awards) to the extent necessary for a
business combination in which the Company is a party to be accounted for under
the pooling-of-interests method of accounting under Accounting Principles Board
Opinion No. 16 (or any successor thereto).

     (f) No Rights to Awards; No Stockholder Rights.  No Participant or employee
shall have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Participants and employees.  No Award
shall confer on any Participant any of the rights of a stockholder of the
Company unless and until Stock is duly issued or transferred and delivered to
the Participant in accordance with the terms of the Award or, in the case of an
Option, the Option is duly exercised.

     (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 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, however, that the Committee may authorize the creation of trusts or
make other
<PAGE>

arrangements to meet the Company's obligations under the Plan to
deliver cash, Stock, other Awards, or other property pursuant to any Award,
which 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.

     (h) Nonexclusivity of the Plan.  Neither the adoption of the Plan by the
Board nor its submission to the stockholders of the Company for approval shall
be construed as creating any limitations on the power of the Board to adopt such
other compensatory arrangements as it may deem desirable, including, without
limitation, the granting of stock Options otherwise than under the Plan, and
such arrangements may be either applicable generally or only in specific cases.

     (i) No Fractional Shares.  No fractional shares of Stock 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 relating to the Plan and any Award Agreement shall be
determined in accordance with the laws of the State of Delaware, without giving
effect to principles of conflicts of laws, and applicable federal law.

     (k) Effective Date; Plan Termination.  The Plan shall become effective as
of the date of its adoption by the Board and shall continue in effect until
terminated by the Board.
</TEXT>
</DOCUMENT>
