EXHIBIT 10.7







                                 1999 STOCK PLAN

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                           COMPUTER MARKETPLACE, INC.



                                 1999 STOCK PLAN



                         EFFECTIVE DATE: APRIL 13, 1999



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                           COMPUTER MARKETPLACE, INC.



                                 1999 STOCK PLAN



                            EFFECTIVE: APRIL 13, 1999





                                TABLE OF CONTENTS



SECTION                                                                 PAGE



1.       Purpose and Amendment.............................................3



2.       Definitions.......................................................3



3.       Shares Subject to the Plan........................................6



4.       Grant of Awards and Award Agreements..............................7



5.       Stock Options.....................................................8



6.       Performance Units................................................11



7.       Restricted Stock.................................................13



8.       Deferred Stock...................................................15



9.       Certificates for Awards of Stock.................................15



10.      Beneficiary......................................................18



11.      Administration of the Plan.......................................19



12.      Amendment or Discontinuance......................................20



13.      Adjustments in Event of Change in

           Common Stock...................................................20



14.      Change in Control................................................21



15.      Miscellaneous....................................................23

                                       -i-
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                           COMPUTER MARKETPLACE, INC.

                                 1999 STOCK PLAN

                         EFFECTIVE DATE: APRIL 13, 1999


1.       PURPOSE AND AMENDMENT

         The Computer Marketplace, Inc. 1999 Stock Plan has been adopted for the
purpose of attracting and retaining  persons of ability as directors,  employees
or   consultants  or  advisors  of  Computer   Marketplace,   Inc.,  a  Delaware
corporation,  and its  subsidiaries  (the  "Company"),  motivate and reward good
performance, encourage such employees to continue to exert their best efforts on
behalf of the Company and its subsidiaries and provide  opportunities  for stock
ownership by such employees in order to increase their  proprietary  interest in
the Company by  providing  incentive  awards to Key  Employees  (as  hereinafter
defined),  whose  responsibilities and decisions directly affect the performance
of  the  Company  and  its  subsidiaries.  Such  incentive  awards  may,  in the
discretion  of the Board or  Committee,  consist of common  stock of the Company
(subject to such  restrictions  as the Board or  Committee  may  determine or as
provided herein),  performance units payable in such stock or cash, or incentive
or nonqualified  stock options to purchase such stock, or any combination of the
foregoing, all as the Board or Committee may determine.

2.       DEFINITIONS

         When  used  herein,  the  following  terms  shall  have  the  following
meanings:

        "Award"  means an  award  granted  to any  Eligible  Participant  or Key
Employee in accordance  with the  provisions of the Plan in the form of Options,
Restricted Stock, Deferred Stock or Performance Units, or any combination of the
foregoing.

        "Beneficiary" means the beneficiary or beneficiaries designated pursuant
to Section 11 to receive the  amount,  if any,  payable  under the Plan upon the
death of an Eligible Participant or Key Employee.

        "Board" means the Board of Directors of the Company.

        "Change in Control" means the happening of any of the following:

                  (A) the purchase by any person,  group,  corporation  or other
         entity  (other  than the  Company,  a  wholly-owned  subsidiary  of the
         Company),  directly  or  indirectly,  of 20  percent  or  more  of  the
         outstanding  voting  stock of the  Company  without  the prior  written
         consent of the Board of Directors of the Company;

                  (B) the  purchase,  after the date  hereof,  by any person (as
         defined in Section 13(d) of the 1934 Act),  corporation or other entity
         other than the Company or a wholly-owned  subsidiary of the Company, of

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         shares  pursuant to a tender or exchange  offer to acquire any stock of
         the Company (or securities convertible into stock) for cash, securities
         or any other  consideration,  provided that, after  consummation of the
         offer,  such  person,  group,   corporation  or  other  entity  is  the
         beneficial  owner  (as  defined  in Rule  13d-3  under  the 1934  Act),
         directly or indirectly,  of 20 percent or more of the outstanding stock
         of the Company  (calculated  as provided in paragraph (d) of Rule 13d-3
         under the 1934 Act in the case of rights to acquire stock);

                  (C)  approval  by the  stockholders  of the Company of any (i)
         consolidation  or merger of the Company in which the Company is not the
         continuing  or  surviving  corporation  or pursuant to which  shares of
         stock of the Company would be converted into cash,  securities or other
         property,  other than a consolidation or merger of the Company in which
         holders of its common stock  immediately  prior to the consolidation or
         merger have  substantially the same  proportionate  ownership of common
         stock of the surviving corporation  immediately after the consolidation
         or merger as immediately before, or (ii) sale, lease, exchange or other
         transfer (in one  transaction or a series of related  transactions)  of
         all or substantially all the assets of the Company; or

                  (D) a change in the  majority  of the  members of the Board of
         Directors  (which shall include at least three (3) directors)  within a
         12-month  period unless the election or nomination  for election by the
         Company's stockholders of each new director was approved by the vote of
         two-thirds of the directors  then still in office who were in office at
         the beginning of the 12-month period.

        "Code" means the Internal  Revenue Code of 1986,  as now in effect or as
hereafter  amended.  (All citations to sections of the Code are to such sections
as they may from time to time be amended or renumbered.)

        "Committee"  means a committee  selected by a majority of the members of
the Board consisting of not less than three (3) members. If such committee fails
to be  properly  constituted,  the Board  shall  function as and in place of the
Committee.

         "Company"  means  Computer  Marketplace,  Inc. and its  successors  and
assigns.

        "Deferred Stock" means Stock credited to an Eligible  Participant or Key
Employee under the Plan subject to the  requirements of Section 8 and such other
restrictions as the Committee deems appropriate or desirable.

        "Eligible Participant(s)" shall mean directors,  officers, Key Employees
of the Company and its subsidiaries, consultants, advisors and other persons who
may not otherwise be eligible to receive qualified incentive stock options under
Section 422 of the Code.

        "Fair Market  Value"  means,  as of any date,  the closing  price of the
Common Stock as reported by the OTC Bulletin Board,  the Nasdaq National Market,
the Nasdaq Small Cap Market,  the American  Stock Exchange or any national stock
exchange on which the Stock is listed,  if applicable,  or, if no sales of Stock

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have taken place on such date,  the closing  price on the most recent  preceding
date on which selling prices were quoted; PROVIDED, HOWEVER, that at the time of
grant of any Award other than an incentive stock option,  the Committee,  in its
sole discretion, may elect to determine Fair Market Value for all purposes under
the Plan with respect to such Award, based on the average of the closing prices,
as of the date of  determination  and a period of up to twenty (20) trading days
immediately preceding such date.

        "Key   Employee"   means  an  officer  or  other  key  employee  of  any
Participating Company who, in the judgment of the Committee,  is responsible for
or contributes to the management, growth or profitability of the business of any
Participating Company.

        "Option" means an option to purchase Stock,  including  Restricted Stock
or Deferred  Stock,  if the Committee so  determines,  subject to the applicable
provisions of Section 5 and awarded in accordance with the terms of the Plan and
which may be an incentive  stock option  qualified under Section 422 of the Code
or a nonqualified stock option.

        "Participating  Company"  means the Company or any  subsidiary  or other
affiliate of the Company;  PROVIDED,  HOWEVER, for incentive stock options only,
"Participating  Company" means the Company or any corporation  which at the time
such option is granted  under the Plan  qualifies as a subsidiary of the Company
under the definition of "subsidiary  corporation" contained in Section 425(f) of
the Code.

        "Non-Employee  Director"  shall mean each such person who is a member of
the Board of Directors of the Company but who is not a full-time employee of the
Company.

        "Performance  Unit" means a performance unit subject to the requirements
of Section 6 and awarded in accordance with the terms of the Plan.

         "Plan" means the Computer  Marketplace,  Inc.  1999 Stock Plan,  as the
same may be amended, administered or interpreted from time to time.

        "Restricted  Stock" means Stock  delivered under the Plan subject to the
requirements  of Section 7 and such other  restrictions  as the Committee  deems
appropriate or desirable.

        "Stock" means the $.0001 par value common stock of the Company.

        "Total  Disability"  means the  complete and  permanent  inability of an
Eligible  Participant  or Key Employee to perform all of his or her duties under
the terms of his or her employment, service or contractual arrangement, with any
Participating  Company,  as determined  by the Committee  upon the basis of such
evidence, including independent medical reports and data, as the Committee deems
appropriate or necessary.

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3.       SHARES SUBJECT TO THE PLAN

        The  aggregate  number of shares of Stock which may be awarded under the
Plan or subject to purchase by exercising an Option shall not exceed one million
seven hundred thousand  (1,700,000)  shares. Such shares shall be made available
from authorized and unissued shares of the Company's  Stock.  The Committee may,
in its discretion,  decide to award other securities  issued by the Company that
are convertible into Stock or make such other securities  subject to purchase by
an Option,  in which event the maximum number of shares of Stock into which such
other  securities may be converted shall be used in applying the aggregate share
limit  under this  Section 3 and all  provisions  of the Plan  relating to Stock
shall  apply  with full  force  and  effect  with  respect  to such  convertible
securities.  If,  for any  reason,  any  shares of Stock  awarded  or subject to
purchase  by  exercising  an  Option  under  the Plan are not  delivered  or are
reacquired  by the  Company,  for  reasons  including,  but not  limited  to,  a
forfeiture of Restricted Stock or Deferred Stock or termination, expiration or a
cancellation  with the consent of a participant  of an Option,  or a Performance
Unit,  such  shares of Stock shall again  become  available  for award under the
Plan.

4.       GRANT OF AWARDS AND AWARD AGREEMENTS

         (a) Subject to the provisions of the Plan, the Committee  shall,  (i)
determine and designate  from time to time those Eligible  Participants  and Key
Employees or groups of Eligible  Participants  and Key  Employees to whom Awards
are to be granted;  (ii)  determine  the form or forms of Award to be granted to
any Eligible  Participant or Key Employee;  (iii) determine the amount or number
of  shares  of  Stock,  including  Restricted  Stock  or  Deferred  Stock if the
Committee so  determines,  subject to each Award;  (iv)  determine the terms and
conditions  of each Award;  (v)  determine  whether and to what extent  Eligible
Participants  and Key Employees shall be allowed or required to defer receipt of
any  Awards  or other  amounts  payable  under the Plan to the  occurrence  of a
specified date or event; PROVIDED, HOWEVER, that no Award shall be granted after
the expiration of ten years from the effective date of the Plan.

         (b) Each Award  granted  under the Plan shall be evidenced by a written
Award  Agreement,  in a form approved by the Committee.  Such agreement shall be
subject to and incorporate the express terms and  conditions,  if any,  required
under the Plan or as required by the Committee for the form of Award granted and
such other terms and conditions as the Committee may specify.

5.       STOCK OPTIONS

         (a) With respect to Options,  the  Committee  shall (i) authorize the
grant of incentive stock options,  nonqualified stock options,  or a combination
of incentive stock options and  nonqualified  stock options;  (ii) determine the
number of shares of Stock subject to each Option;  (iii) determine  whether such
Stock  shall  be  Restricted   Stock  or  Deferred  Stock,  in  the  Committee's
discretion,  and (iv)  determine  the time or times when and the manner in which
each  Option  shall be  exercisable  and the  duration of the  exercise  period;
PROVIDED,  HOWEVER,  that (A) no Option shall be granted after the expiration of
ten years from the effective date of the Plan and (B) the aggregate Fair Market

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Value   (determined  as  of  the  date  an  Option  is  granted)  of  the  Stock
(disregarding  any  restrictions  in the case of  Restricted  Stock)  for  which
incentive  stock options  granted to any Key Employee  under this Plan may first
become exercisable in any calendar year shall not exceed $100,000.

         (b)  The  exercise  period for a  nonqualified  stock option shall not
exceed  ten years and one day from the date of grant,  including  any  extension
which the Committee may from time to time decide to grant,  shall not exceed ten
years  from  the  date of  grant;  PROVIDED,  HOWEVER,  that,  in the case of an
incentive stock option granted to a Key Employee who, at the time of grant, owns
stock possessing more than ten percent of the total combined voting power of all
classes of stock of the  Company (a "Ten  Percent  Stockholder"),  such  period,
including extensions, shall not exceed five years from the date of grant.

         (c)  The Option price per share shall be  determined  by the Committee
at the time any Option is granted  and shall be not less than (i) in the case of
incentive stock options 100% of the Fair Market Value, or (ii) in the case of an
Option granted to a Ten Percent Stockholder, 110% of the Fair Market Value.

         (d)  No part of any Option  may be  exercised  until (i) the  Eligible
Participant  or Key Employee who has been granted the Award shall have  remained
in the employ or service of a  Participating  Company for such  period,  if any,
after the date on which the Option is granted,  as the Committee may specify, or
(ii) achievement of such performance or other criteria,  if any, by the Eligible
Participant  or Key  Employee,  the  Company  or any  subsidiary,  affiliate  or
division of the Company,  as the  Committee  may specify,  and the Committee may
further require exercisability in installments.

         (e)  Except as otherwise  provided in the Plan,  the purchase price of
the shares as to which an Option shall be exercised shall be paid to the Company
at the time of  exercise  either in cash or in such other  consideration  as the
Committee deems appropriate, including Stock or the cancellation of Options then
exercisable (i.e., a "cashless exercise"),  having a total fair market value, as
determined by the Committee,  equal to the purchase  price,  or a combination of
cash and such  other  consideration  having a total  fair  market  value,  as so
determined, equal to the purchase price.

         (f)  (i)    If a Key  Employee who has been granted an Option dies (A)
while an employee of any Participating Company, or (B) within three months after
termination of his or her employment because of his or her Total Disability, his
or her Options may be exercised,  to the extent that the Key Employee shall have
been  entitled to do so on the date of his or her death or such  termination  of
employment, by the person or persons to whom the rights under the option pass by
will,  or if no  such  person  has  such  right,  by  his or  her  executors  or
administrators,  at any time,  or from time to time,  within 12 months after the
date of death or  within  such  other  period,  and  subject  to such  terms and
conditions as the Committee may specify,  but not later than the expiration date
specified in Section 5(b) above.

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              (ii)   If the  Key  Employee's  employment  by any  Participating
Company  terminates  because of his or her Total Disability and such participant
has not died within the following  three  months,  he or she may exercise his or
her Options,  to the extent that he or she shall have been  entitled to do so at
the date of the termination of his or her employment,  at any time, or from time
to time,  within  12  months  after  the date of the  termination  of his or her
employment within such other period, and subject to such terms and conditions as
the Committee may specify,  but not later than the expiration  date specified in
Section 5(b) above.

              (iii)  If the Key Employee's  employment terminates for any other
reason,  other than for  "cause"  pursuant  to any  employment  or  compensation
agreement,  he or she may  exercise  his or her Options to the extent that he or
she shall have been entitled to do so at the date of the  termination  of his or
her employment,  at any time, or from time to time, within sixty (60) days after
the date of the  termination  of his or her  employment  or  within  such  other
period,  and subject to such terms and  conditions as the Committee may specify,
but not later than the expiration  date specified in Section 5(b) above.  If the
Key Employee's  employment  terminates for "cause" pursuant to any employment or
compensation agreement, the Options granted to such individual shall cease to be
exercisable  by him  or  her  on the  day  immediately  preceding  the  date  of
termination.

         (g)  No Option granted under the Plan shall be transferable other than
by will or by the laws of descent and  distribution.  During the lifetime of the
optionee, an Option shall be exercisable only by him or her.

         (h)  With respect to an incentive  stock option,  the Committee  shall
specify such terms and provisions as the Committee may determine to be necessary
or desirable in order to qualify such Option as an incentive stock option within
the meaning of Section 422 of the Code.

6.       PERFORMANCE UNITS

         (a)  The  Committee   shall   determine  a   performance   period  (the
"Performance  Period") of one or more years and shall  determine the performance
objectives for grants of Performance Units. Performance objectives may vary from
participant to participant and shall be based upon such performance  criteria or
combination of factors as the Committee may deem appropriate, including, but not
limited to,  minimum  earnings per share,  return on equity or  performance by a
subsidiary  or  division  of the  Company.  Performance  Periods may overlap and
participants may participate  simultaneously  with respect to Performance  Units
for which different Performance Periods are prescribed.

         (b)  At the beginning of a  Performance  Period,  the Committee  shall
determine for each participant or group of participants eligible for Performance
Units with respect to that  Performance  Period the range of dollar  values,  if
any, which may be fixed or may vary in accordance with such performance or other
criteria specified by the Committee,  which shall be paid to a participant as an
Award if the relevant measure of Company  performance for the Performance Period
is met.

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         (c)  If during the course of a Performance  Period there shall occur a
significant  event or  events  (a  "Significant  Event")  as  determined  by the
Committee, including, but not limited to, a reorganization of the Company, which
the Committee  expects to have a substantial  effect on a performance  objective
during such period, the Committee may revise such objective.

         (d)  If an Eligible  Participant  or Key Employee  terminates  service
with all Participating  Companies during a Performance  Period because of death,
Total  Disability,  retirement on or after age 65, or at an earlier age with the
consent of the Company,  or a Significant Event, as determined by the Committee,
that  Eligible  Participant  or Key  Employee  shall be  entitled  to payment in
settlement  of each  Performance  Unit for  which  the  Performance  Period  was
prescribed  (i) based upon the  performance  objectives  satisfied at the end of
such period and (ii) prorated for the portion of the  Performance  Period during
which the Eligible  Participant  or Key Employee was employed or retained by any
Participating  Company;  PROVIDED,  HOWEVER,  the  Committee  may provide for an
earlier payment in settlement of such Performance Unit in such amount or amounts
and under  such terms and  conditions  as the  Committee  deems  appropriate  or
desirable with the consent of the Eligible  Participant  or Key Employee.  If an
Eligible  Participant or Key Employee  terminates service with all Participating
Companies  during a  Performance  Period  for any other  reason,  such  Eligible
Participant or Key Employee shall not be entitled to any payment with respect to
that Performance Period unless the Committee shall otherwise determine.

        (e)   Each  Performance  Unit may be paid in  whole  shares  of  Stock,
including   Restricted   Stock  or  Deferred  Stock   (together  with  any  cash
representing fractional shares of Stock), or cash, or a combination of Stock and
cash  either  as a  lump  sum  payment  or in  annual  installments,  all as the
Committee  shall  determine,  at the time of grant  of the  Performance  Unit or
otherwise,  commencing  as soon as  practicable  after  the end of the  relevant
Performance Period. If and to the extent the full value of a Performance Unit is
not paid in Stock,  then the  shares of Stock  representing  the  portion of the
value of the Performance Unit not paid in Stock shall again become available for
award under the Plan.

7.       RESTRICTED STOCK

        (a)   Restricted  Stock may be received by an Eligible  Participant  or
Key Employee  either as an Award or as the result of an exercise of an Option or
as  payment  for a  Performance  Unit.  Restricted  Stock  shall be subject to a
restriction  period  (after which  restrictions  shall lapse) which shall mean a
period  commencing  on the date the Award is granted  and ending on such date or
upon the  achievement  of such  performance  or other  criteria as the Committee
shall determine (the  "Restriction  Period").  The Committee may provide for the
lapse of restrictions in installments where deemed appropriate.

        (b)   Except as  otherwise  provided  in this  Section  7, no shares of
Restricted  Stock  received by an Eligible  Participant or Key Employee shall be
sold,  exchanged,  transferred,  pledged,  hypothecated or otherwise disposed of
during the Restriction Period; PROVIDED, HOWEVER, the Restriction Period for any
recipient of  Restricted  Stock shall expire and all  restrictions  on shares of
Restricted  Stock  shall lapse upon the  recipient's  death,  Total  Disability,
retirement on or after age 65 or an earlier age with the consent of the Company,
or upon a Significant Event, as determined by the Committee.

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         (c)  Except  as  otherwise  provided  in  Section  7(b)  above,  if an
Eligible  Participant or Key Employee terminates  employment or service with all
Participating  Companies for any reason before the expiration of the Restriction
Period,  all shares of  Restricted  Stock still  subject to  restriction  shall,
unless the  Committee  otherwise  determines,  be forfeited by the recipient and
shall  be  reacquired  by the  Company,  and,  in the case of  Restricted  Stock
purchased  through the  exercise  of an Option,  the  Company  shall  refund the
purchase price paid on the exercise of the Option.  Upon such  forfeiture,  such
forfeited  shares of  Restricted  Stock shall again become  available  for award
under the Plan.

         (d)  The Committee may require,  under such terms and conditions as it
deems  appropriate or desirable,  that the  certificates  for  Restricted  Stock
delivered under the Plan be held in custody by a bank or other  institution,  or
that the Company may itself  hold such shares in custody  until the  Restriction
Period expires or until  restrictions  thereon otherwise lapse, and may require,
as a condition of any receipt of Restricted Stock, that the recipient shall have
delivered a stock power endorsed in blank relating to the Restricted Stock.

         (e)  Nothing  in  this  Section  7  shall   preclude  a  recipient  of
Restricted  Stock from exchanging any shares of Restricted  Stock subject to the
restrictions  contained  herein for any other shares of Stock that are similarly
restricted.

8.       DEFERRED STOCK

         (a)  Deferred Stock may be credited to an Eligible  Participant or Key
Employee  either as an Award or as the result of an  exercise of an Option or as
payment for a Performance  Unit.  Deferred  Stock shall be subject to a deferral
period which shall mean a period commencing on the date the Award is granted and
ending  on such  date or upon  the  achievement  of such  performance  or  other
criteria as the Committee shall determine (the "Deferral Period"). The Committee
may provide for the  expiration  of the Deferral  Period in  installments  where
deemed appropriate.

        (b)   Except as otherwise provided in this Section 8, no Deferred Stock
awarded hereunder shall be sold, exchanged,  transferred,  pledged, hypothecated
or otherwise  disposed of during the Deferral  Period;  provided,  HOWEVER,  the
Deferral  Period  shall expire upon the  recipient's  death,  Total  Disability,
retirement on or after age 65 or an earlier age with the consent of the Company,
or upon a Significant Event, as determined by the Committee.



         (c)  At the  expiration  of the  Deferral  Period,  the  recipient  of
Deferred Stock shall be entitled to receive a certificate  pursuant to Section 9
for the  number  of shares of Stock  equal to the  number of shares of  Deferred
Stock credited on his or her behalf.

         (d)  Except as  otherwise  provided  in Section  8(b),  if an Eligible
Participant  or  Key  Employee   terminates   employment  or  service  with  all

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Participating  Companies  for any reason  before the  expiration of the Deferral
Period,  all shares of Deferred  Stock  shall,  unless the  Committee  otherwise
determines,  be forfeited by the Key Employee or Eligible  Participant,  and, in
the case of Deferred  Stock  purchased  through the  exercise of an Option,  the
Company shall refund the purchase price paid on the exercise of the Option. Upon
such  forfeiture,  such  forfeited  shares of Deferred  Stock shall again become
available for award under the Plan.

9.       CERTIFICATES FOR AWARDS OF STOCK

         (a)  Subject  to  Section  7(d),  each  Eligible  Participant  or  Key
Employee  entitled  to receive  shares of Stock under the Plan shall be issued a
certificate for such shares. Such certificate shall be registered in the name of
the Eligible  Participant or Key Employee and shall bear an  appropriate  legend
reciting the terms,  conditions  and  restrictions,  if any,  applicable to such
shares and shall be subject to appropriate stop-transfer orders.

         (b)  The  Company  shall  not be  required  to  issue or  deliver  any
certificates  for shares of Stock prior to (i) the listing of such shares on any
stock  exchange  or  quotation  system on which the Stock may then be listed and
(ii) the completion of any  registration or  qualification  of such shares under
any Federal or state law, or any ruling or  regulation  of any  government  body
which the Company shall,  in its sole  discretion,  determine to be necessary or
advisable.

         (c)  All  certificates  for shares of Stock  delivered  under the Plan
shall also be subject to such stop-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 or quotation
system upon which the Stock is then listed and any  applicable  Federal or state
securities laws; and the Committee may cause a legend or legends to be placed on
any such certificates to make appropriate  reference to such  restrictions.  The
foregoing  provisions  of this Section 9(c) shall not be effective if and to the
extent  that the  shares of Stock  delivered  under the Plan are  covered  by an
effective and current  registration  statement under the Securities Act of 1933,
or if  and  so  long  as the  Committee  determines  that  application  of  such
provisions is no longer required or desirable. In making such determination, the
Committee may rely upon an opinion of counsel for the Company.

         (d)  Except for the restrictions on Restricted Stock or Deferred Stock
under  Sections 7 and 8, each Eligible  Participant or Key Employee who receives
an award of Stock shall have all of the rights of a stockholder  with respect to
such shares,  including  the right to vote the shares and receive  dividends and
other distributions.  No Eligible Participant or Key Employee awarded an Option,
Performance  Unit or Deferred  Stock shall have any right as a stockholder  with
respect to any shares subject to such Award prior to the date of issuance to him
or her of a certificate  or  certificates  for such shares,  except as otherwise
provided under Section 8 with respect to Deferred Stock.

10.      BENEFICIARY

         (a)  Each Eligible  Participant  or Key Employee,  as the case may be,
shall file with the  Committee  a written  designation,  signed by the  Eligible

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Participant or Key Employee, of one or more persons as the Beneficiary who shall
be entitled to receive the Award, if any, payable under the Plan upon his or her
death,  and  the  designation  may  name  one  or  more  persons  as  contingent
Beneficiaries.  An Eligible  Participant  or Key  Employee may from time to time
revoke or change his or her Beneficiary  designation  without the consent of any
prior Beneficiary by filing a new designation with the Committee.  The last such
designation received by the Committee shall be controlling;  PROVIDED,  HOWEVER,
that no designation,  or change or revocation thereof, shall be effective unless
received by the Committee prior to the Eligible  Participant's or Key Employee's
death, and in no event shall it be effective as of a date prior to such receipt.
Any such designation,  or revocation or change of such designation,  shall be in
such form and manner as the Committee shall determine.

         (b)  If no such Beneficiary designation is in effect at the time of an
Eligible  Participant's or Key Employee's death, or if no designated Beneficiary
survives the Eligible  Participant or Key Employee or if such Beneficiary is not
located  by the  Committee  within  one  year  of  the  death  of  the  Eligible
Participant  or Key Employee or if such  designation  conflicts  with law,  such
person's  estate shall be entitled to receive the Award,  if any,  payable under
the Plan upon his or her death.  If the Committee is in doubt as to the right of
any person to receive  such Award,  the  Company may retain such Award,  without
liability for any interest  thereon,  until the Committee  determines the rights
thereto,  or the  Company  may pay  such  Award  into any  court of  appropriate
jurisdiction and such payment shall be a complete  discharge of the liability of
the Company therefor.

11.      ADMINISTRATION OF THE PLAN

         (a)  The Plan shall be administered by a Committee  composed of two or
more persons, as appointed by the Board and serving at the Board's pleasure, but
unless and until the  Committee is actually  appointed  by the Board,  the Board
shall function as and in place of the Committee

         (b)  All decisions, determinations or actions of the Committee made or
taken  pursuant to grants of authority  under the Plan shall be made or taken in
the sole discretion of the Committee and shall be final,  conclusive and binding
on all persons for all purposes.

         (c)  The Committee shall have full power,  discretion and authority to
interpret,  construe,  act and administer the Plan and any part thereof, and its
interpretations and constructions  thereof and actions taken thereunder shall be
final, conclusive and binding on all persons for all purposes.

         (d)  The Committee's  decisions and determinations under the Plan need
not be  uniform  and may be made  selectively  among  participants  in the Plan,
whether or not such participants are similarly situated.

         (e)  The  Committee  shall keep minutes of its actions under the Plan.
The act of a majority of the members  present at a meeting  duly called and held
shall be the act of the  Committee.  Any  decision or  determination  reduced to
writing and signed by all members of the  Committee  shall be fully as effective
as if made by unanimous vote at a meeting duly called and held.

                                       10
<PAGE>

         (f)  The Committee may employ such legal counsel,  including,  without
limitation,  independent  legal  counsel and counsel  regularly  employed by the
Company,  consultants  and agents as the Committee may deem  appropriate for the
administration  of the Plan and may rely upon any opinion received from any such
counsel or consultant and any computations  received from any such consultant or
agent. All expenses  incurred by the Committee in interpreting and administering
the  Plan,  including,  expenses  and  professional  fees,  shall be paid by the
Company.

         (g)  No member or former member of the Committee or the Board shall be
liable for any action or  determination  made in good faith with  respect to the
Plan or any  Award  granted  under  it.  Each  member  or  former  member of the
Committee  or the Board shall be  indemnified  and held  harmless by the Company
against all costs or expenses (including counsel fees) or liabilities (including
any sum paid in  settlement  of a claim with the approval of the Board)  arising
out of any act or omission to act in connection with the Plan unless arising out
of such  member's  own  fraud or bad  faith.  Such  indemnification  shall be in
addition to any rights of indemnification the members or former members may have
as Directors or under the Bylaws of the Company.

12.      AMENDMENT OR DISCONTINUANCE

         The Board may at any time  amend or  terminate  the Plan.  The Plan may
also be amended by the  Committee,  provided that all such  amendments  shall be
reported to the Board. No amendment shall, without approval by a majority of the
Company's  stockholders,  (i) alter the group of persons  eligible for qualified
incentive  stock options under the Plan, or (ii) increase the maximum  number of
shares of Stock which are  available  for Awards under the Plan. No amendment or
termination shall retroactively  impair the rights of any person with respect to
an Award. On or after the occurrence of a Change in Control, the Plan may not be
amended or terminated until all payments required by Section 15 are made.

13.      ADJUSTMENTS IN EVENT OF CHANGE IN COMMON STOCK

         In the event of any  recapitalization,  reclassification,  split-up  or
consolidation of shares of Stock, merger or consolidation of the Company or sale
by the Company of all or a  substantial  portion of its  assets,  or other event
which could distort the  implementation  of the Plan or the  realization  of its
objectives,  the Committee may make such  appropriate  adjustments  in the Stock
subject to Awards,  including  Stock  subject to purchase  by an Option,  or the
terms,  conditions or  restrictions  on Stock or Awards as the  Committee  deems
equitable; PROVIDED, HOWEVER, that no such adjustments shall be made on or after
the  occurrence  of a Change  in  Control  without  the  affected  participant's
consent.

                                       11
<PAGE>

14.      CHANGE IN CONTROL



         Notwithstanding  anything  else  herein  to the  contrary,  as  soon as
practicable  after the occurrence of a Change in Control,  if any, the following
shall occur:

         (a)  All participants in the Plan may,  regardless of whether still an
employee of any  Participating  Company or a director of the  Company,  elect to
cancel  all or any  portion of any Option no later than 90 days after the Change
in Control,  in which event the Company shall pay to such electing  participant,
an amount in cash equal to the excess,  if any, of the Current  Market Value (as
defined below) of the shares of Stock,  including  Restricted  Stock or Deferred
Stock,  subject to the Option or the portion thereof so canceled over the option
or purchase price for such shares;  PROVIDED,  HOWEVER, that, if the participant
is no longer an  employee or in the service of any  Participating  Company,  the
Option is exercisable at the time of the Change in Control.

         (b)  All Performance  Periods shall end and the Company shall pay each
participant  an  amount  in  cash  equal  to the  value  of  such  participant's
Performance  Units, if any, based upon the Stock's Current Market Value, in full
settlement of such Performance Units.

         (c)  All Restriction  Periods shall end and the Company shall pay each
participant  an  amount  in  cash  equal  to the  Current  Market  Value  of the
Restricted Stock held by, or on behalf of, each participant in exchange for such
Restricted Stock.

         (d)  All Deferral  Periods shall end and the Company shall pay to each
participant an amount in cash equal to the Current Market Value of the number of
shares of Deferred Stock credited to such participant in full settlement of such
Deferred Stock.

         (e)  The Company  shall pay to each  participant  the full amount,  if
any, deferred by such participant under the Plan which is not Performance Units,
Restricted Stock or Deferred Stock.

         (f)  For purposes of this Section 15, "Current Market Value" means the
highest Closing Price (defined below) during the period (the "Reference Period')
commencing  30 days prior to the Change in Control  and ending 30 days after the
Change in Control; provided, that if the Change in Control occurs as a result of
a tender offer or exchange  offer,  or a merger,  purchase of assets or stock or
other transaction approved by stockholders of the Company,  Current Market Value
shall mean the higher of (i) the  highest  Closing  Price  during the  Reference
Period or (ii) the highest  price paid per share  pursuant to such tender offer,
exchange  offer or  transaction.  The  "Closing  Price"  on any day  during  the
Reference  Price  means the  closing  price per share of Stock  based upon sales
transactions  on the  national  stock  exchange  or other  recognized  quotation
service (including the OTC Bulletin Board) that day.

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<PAGE>

15.      MISCELLANEOUS

         (a)  Nothing in this Plan or any Award granted  hereunder shall confer
upon any  employee  any right to  continue  in the  employ of any  Participating
Company or interfere in any way with the right of any  Participating  Company to
terminate his or her employment at any time.

         (b)  No Award  payable  under  the  Plan  shall be  deemed  salary  or
compensation  for the purpose of computing  benefits under any employee  benefit
plan or other  arrangement of any  Participating  Company for the benefit of its
employees unless the Company shall determine otherwise.

         (c)  No  participant  shall  have any  claim  to an Award  until it is
actually  granted under the Plan. To the extent that any person acquires a right
to receive  payments  from the Company  under this Plan,  such right shall be no
greater than the right of an  unsecured  general  creditor of the  Company.  All
payments  of awards  provided  for under the Plan shall be paid in cash from the
general funds of the Company;  PROVIDED,  HOWEVER,  that such payments  shall be
reduced  by the amount of any  payments  made to the  participant  or his or her
dependents,  beneficiaries  or estate from any trust or special or separate fund
established  by the Company to assure such  payments.  The Company  shall not be
required to establish a special or separate fund or other  segregation of assets
to assure such payments,  and, if the Company shall make any  investments to aid
it in meeting its obligations  hereunder,  the participant  shall have no right,
title or interest whatever in or to any such investments except as may otherwise
be  expressly  provided  in a  separate  written  instrument  relating  to  such
investments. Nothing contained in this Plan, and no action taken pursuant to its
provisions,  shall  create or be construed to create a trust of any kind between
the Company and any participant.  To the extent that any participant  acquires a
right to receive  payments  from the Company  hereunder,  such right shall be no
greater than the right of an unsecured creditor of the Company.

         (d)  Absence on leave  approved by a duly  constituted  officer of the
Company shall not be considered  interruption  or  termination of employment for
any purposes of the Plan; PROVIDED,  HOWEVER, that no Award may be granted to an
employee while he or she is absent on leave.

         (e)  If the Committee shall find that any person to whom any Award, or
portion  thereof,  is  payable  under  the Plan is unable to care for his or her
affairs because of illness or accident,  or is a minor, then any payment due him
or her (unless a prior claim  therefor has been made by a duly  appointed  legal
representative)  may, if the Committee so directs the Company, be paid to his or
her spouse, a child, a relative, an institution maintaining or having custody of
such  person,  or any  other  person  deemed  by the  Committee  to be a  proper
recipient  on behalf of such person  otherwise  entitled  to  payment.  Any such
payment shall be a complete discharge of the liability of the Company therefor.

         (f)  The right of any person to any Award  payable  under the Plan may
not be assigned,  transferred,  pledged or encumbered,  either voluntarily or by
operation  of  law,  except  as  provided  in  Section  11 with  respect  to the
designation of a Beneficiary or as may otherwise be required by law

                                       13
<PAGE>

         (g)  Copies of the Plan and all  amendments,  administrative  rules and
procedures and  interpretations  shall be made available to all  participants at
all reasonable times at the Company's headquarters.

         (h)  The Committee  may cause to be made, as a condition  precedent to
the  payment of any  Award,  or  otherwise,  appropriate  arrangements  with the
participant  or his or her  Beneficiary,  for the  withholding  of any  federal,
state, local or foreign taxes.

         (i)  The  Plan  and the  grant  of  Awards  shall  be  subject  to all
applicable  federal and state laws,  rules and regulations and to such approvals
by any government or regulatory agency as may be required.

         (j)  All elections, designations,  requests, notices, instructions and
other communications from an Eligible  Participant or Key Employee,  Beneficiary
or other person to the Committee, required or permitted under the Plan, shall be
in such form as is  prescribed  from time to time by the  Committee and shall be
mailed by first class mail or delivered  to such  location as shall be specified
by the Committee.

         (k)  The terms of the Plan shall be binding  upon the  Company and its
successors and assigns.

         (l)  Captions  preceding the sections  hereof are inserted solely as a
matter of  convenience  and in no way define or limit the scope or intent of any
provision hereof.

                                       14