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                                                              Exhibit 10(c)(13)

                           COVER-ALL TECHNOLOGIES INC.

                              AMENDED AND RESTATED
                            2005 STOCK INCENTIVE PLAN

                                  INTRODUCTION

                  Cover-All Technologies Inc., a Delaware corporation
(hereinafter referred to as the "Corporation"), hereby establishes an incentive
compensation plan to be known as the "Cover-All Technologies Inc. 2005 Stock
Incentive Plan" (hereinafter referred to as the "Plan"), as set forth in this
document. The Plan permits the grant of Non-Qualified Stock Options, Incentive
Stock Options and stock awards.

                  The Plan shall become effective upon the later of the date on
which it is adopted by the Board of Directors of the Corporation and the date on
which it is approved by the Corporation's stockholders, which is anticipated to
be June 7, 2005. The Plan was Amended and Restated as of May 9, 2006 in order
to clarify the exercise period following termination of employment for Good
Cause set forth in Section V(g) hereof.

                  The purpose of the Plan is to promote the success and enhance
the value of the Corporation by linking the personal interests of Participants
to those of the Corporation's stockholders, customers and employees, by
providing Participants with an incentive for outstanding performance. The Plan
is further intended to provide flexibility to the Corporation in its ability to
motivate, and retain the services of, Participants upon whose judgment, interest
and special effort the successful conduct of its operations is largely
dependent.



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                                   DEFINITIONS

                  For purposes of this Plan, the following terms shall be
defined as follows unless the context clearly indicates otherwise:

        (a) "CHANGE IN CONTROL" shall mean: (i) the acquisition (other than from
the Corporation) in one or more transactions by any Person, as defined in this
Section, of the beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended) of 50% or
more of (A) the then outstanding shares of the securities of the Corporation, or
(B) the combined voting power of the then outstanding securities of the
Corporation entitled to vote generally in the election of directors (the
"Corporation Voting Stock"); (ii) the closing of a sale or other conveyance of
all or substantially all of the assets of the Corporation; or (iii) the
effective time of any merger, share exchange, consolidation, or other business
combination involving the Corporation if immediately after such transaction
persons who hold a majority of the outstanding voting securities entitled to
vote generally in the election of directors of the surviving entity (or the
entity owning 100% of such surviving entity) are not persons who, immediately
prior to such transaction, held the Corporation Voting Stock; PROVIDED, HOWEVER,
that for purposes of any Plan Award or subplan that constitutes a "nonqualified
deferred compensation plan," within the meaning of Code section 409A, the
Committee, in its discretion, may specify a different definition of Change in
Control in order to comply with the provisions of Code section 409A. For
purposes of this Section, a "Person" means any individual, entity or group
within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, other
than employee benefit plans sponsored or maintained by the Corporation and by
entities controlled by the Corporation or an underwriter of the Common Stock in
a registered public offering.

        (b) "CODE" shall mean the Internal Revenue Code of 1986, as amended, and
the rules and regulations thereunder.

        (c) "COMMITTEE" shall mean the full Board of Directors of the
Corporation or any committee(s) appointed by the Board of Directors to have
authority to administer the Plan.

        (d) "COMMON STOCK" shall mean the common stock, par value $0.01 per
share, of the Corporation.

        (e) "CORPORATION" shall mean Cover-All Technologies Inc., a Delaware
corporation.

        (f) "DISABILITY" shall have the same meaning as the term permanent and
total disability under Section 22(e)(3) of the Code.

        (g) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder.

        (h) "FAIR MARKET VALUE" of the Corporation's Common Stock on a Trading
Day shall mean the last reported sale price for Common Stock or, in case no such
reported sale takes place on such Trading Day, the average of the closing bid
and asked prices for the Common Stock for such Trading Day, in either case on
the principal national securities exchange



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on which the Common Stock is listed or admitted to trading, or if the Common
Stock is not listed or admitted to trading on any national securities exchange,
but is traded in the over-the-counter market, the closing sale price of the
Common Stock or, if no sale is publicly reported, the average of the closing bid
and asked quotations for the Common Stock, as reported by the National
Association of Securities Dealers Automated Quotation System ("NASDAQ") or any
comparable system or, if the Common Stock is not listed on NASDAQ or a
comparable system, the closing sale price of the Common Stock or, if no sale is
publicly reported, the average of the closing bid and asked prices, as furnished
by two members of the National Association of Securities Dealers, Inc. who make
a market in the Common Stock selected from time to time by the Corporation for
that purpose. In addition, for purposes of this definition, a "Trading Day"
shall mean, if the Common Stock is listed on any national securities exchange, a
business day during which such exchange was open for trading and at least one
trade of Common Stock was effected on such exchange on such business day, or, if
the Common Stock is not listed on any national securities exchange but is traded
in the over-the-counter market, a business day during which the over-the-counter
market was open for trading and at least one "eligible dealer" quoted both a bid
and asked price for the Common Stock. An "eligible dealer" for any day shall
include any broker-dealer who quoted both a bid and asked price for such day,
but shall not include any broker-dealer who quoted only a bid or only an asked
price for such day. In the event the Corporation's Common Stock is not publicly
traded, the Fair Market Value of such Common Stock shall be determined by the
Committee in good faith.

        (i) "GOOD CAUSE" shall mean (i) a Participant's willful or gross
misconduct or willful or gross negligence in the performance of his duties for
the Corporation or for any Parent or Subsidiary after prior written notice of
such misconduct or negligence and the continuance thereof for a period of 30
days after receipt by such Participant of such notice, (ii) a Participant's
intentional or habitual neglect of his duties for the Corporation or for any
Parent or Subsidiary after prior written notice of such neglect, or (iii) a
Participant's theft or misappropriation of funds of the Corporation or of any
Parent or Subsidiary or commission of a felony.

        (j) "INCENTIVE STOCK OPTION" shall mean a stock option satisfying the
requirements for tax-favored treatment under Section 422 of the Code.

        (k) "NON-QUALIFIED STOCK OPTION" shall mean a stock option which does
not satisfy the requirements for tax-favored treatment under Section 422 of the
Code.

        (l) "OPTION" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option granted pursuant to the provisions of Section V hereof.

        (m) "OPTIONEE" shall mean a Participant who is granted an Option under
the terms of this Plan.

        (n) "PARENT" shall mean a parent corporation of the Corporation within
the meaning of Section 424(e) of the Code.

        (o) "PARTICIPANT" shall mean any employee or other individual
participating under the Plan.




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        (p) "PLAN AWARD" shall mean an Option or stock award granted pursuant to
the terms of this Plan.

        (q) "SECTION 16" shall mean Section 16 of the Exchange Act and the rules
and regulations promulgated thereunder.

        (r) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended,
and the rules and regulations thereunder.

        (s) "SUBSIDIARY" shall mean a subsidiary corporation of the Corporation
within the meaning of Section 424(f) of the Code.

                                   SECTION I
                                 ADMINISTRATION

                  The Plan shall be administered by the Committee. Subject to
the provisions of the Plan, the Committee may establish from time to time such
regulations, provisions, proceedings and conditions of Plan Awards which, in its
opinion, may be advisable in the administration of the Plan. A majority of the
Committee shall constitute a quorum, and, subject to the provisions of Section
IV of the Plan, the acts of a majority of the members present at any meeting at
which a quorum is present, or acts approved in writing by a majority of the
Committee, shall be the acts of the Committee.

                                   SECTION II
                                SHARES AVAILABLE

                  Subject to the adjustments provided in Section VII of the
Plan, the aggregate number of shares of the Common Stock which may be granted
for all purposes under the Plan shall be five million (5,000,000) shares. Shares
of Common Stock underlying Plan Awards shall be counted against the limitation
set forth in the immediately preceding sentence. If any Plan Award, or portion
of a Plan Award, under the Plan expires or terminates unexercised, becomes
unexercisable, is settled in cash without delivery of shares of Common Stock, or
is forfeited or otherwise terminated, surrendered or canceled as to any shares,
or if any shares of Common Stock are repurchased by or surrendered to the
Corporation in connection with any Plan Award (whether or not such surrendered
shares were acquired pursuant to any Plan Award), or if any shares are withheld
by the Corporation, the shares subject to such Plan Award and the repurchased,
surrendered and withheld shares shall thereafter be available for further Plan
Awards under the Plan; PROVIDED, HOWEVER, that any such shares that are
surrendered to or repurchased or withheld by the Corporation in connection with
any Plan Award or that are otherwise forfeited after issuance shall not be
available for grant of Incentive Stock Options. Plan Awards under the Plan may
be fulfilled in accordance with the terms of the Plan with either authorized and
unissued shares of the Common Stock, issued shares of such Common Stock held in
the Corporation's treasury or shares of Common Stock acquired on the open
market.




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                                   SECTION III
                                   ELIGIBILITY

                  Participation in the Plan is open to any person who is an
employee or a consultant of the Corporation, or of any Parent or Subsidiary, as
may be selected by the Committee from time to time. The Committee may also grant
Plan Awards to individuals in connection with hiring, retention or otherwise,
prior to the date the individual first performs services for the Corporation or
a Parent or Subsidiary, provided that such Plan Awards shall not become vested
or exercisable prior to the date the individual first commences performance of
such services.

                                   SECTION IV
                             AUTHORITY OF COMMITTEE

                  The Plan shall be administered by, or under the direction of,
the Committee, which shall administer the Plan so as to comply at all times with
the Exchange Act, to the extent such compliance is required, and, subject to the
Code, shall otherwise have plenary authority to interpret the Plan and any grant
agreements under the Plan, and to make all determinations specified in or
permitted by the Plan or deemed necessary or desirable for its administration or
for the conduct of the Committee's business. Subject to the provisions of
Section XI hereof, all interpretations and determinations of the Committee may
be made on an individual or group basis and shall be final, conclusive and
binding on all interested parties. Subject to the express provisions of the
Plan, the Committee shall have authority, in its discretion, to determine the
persons to whom Plan Awards shall be granted, the times when such Plan Awards
shall be granted, the number of Plan Awards, the purchase price or exercise
price of each Plan Award, the period(s) during which such Plan Award shall be
exercisable (whether in whole or in part), the restrictions to be applicable to
Plan Awards and the other terms and provisions thereof (which need not be
identical). In addition, the authority of the Committee (which may be exercised
in its sole discretion) shall include without limitation the following:

        (a) FINANCING. The arrangement of temporary financing for an Optionee by
registered broker-dealers, under the rules and regulations of the Federal
Reserve Board, for the purpose of assisting the Optionee in the exercise of an
Option, such authority to include the payment by the Corporation of the
commissions of the broker-dealer;

        (b) PROCEDURES FOR EXERCISE OF OPTION. The establishment of procedures
for an Optionee (i) to exercise an Option by payment of cash or any other
property acceptable to the Committee, (ii) to have withheld from the total
number of shares of Common Stock to be acquired upon the exercise of an Option
that number of shares having a Fair Market Value, which, together with such cash
as shall be paid in respect of fractional shares, shall equal the option
exercise price of the total number of shares to be acquired, (iii) to exercise
all or a portion of an Option by delivering that number of shares of Common
Stock already owned by him having a Fair Market Value which shall equal the
Option exercise price for the portion exercised and, in cases where a Option is
not exercised in its entirety, to permit the Optionee to deliver the shares of
Common Stock thus acquired by him in payment of shares of Common Stock to be
received pursuant to the exercise of additional portions of such Option, the
effect of which shall be that an Optionee can in sequence utilize such newly
acquired shares of Common Stock in payment of the exercise price of the entire
option, together with such cash as shall be paid in respect of fractional
shares, and (iv) to engage in any form of "cashless" exercise;




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        (c) WITHHOLDING. The establishment of a procedure whereby a number of
shares of Common Stock or other securities may be withheld from the total number
of shares of Common Stock or other securities to be issued upon exercise of an
Option or for the tender of shares of Common Stock owned by the Participant to
meet the obligation of withholding for taxes incurred by the Optionee upon such
exercise; and

        (d) TYPES OF PLAN AWARDS. The Committee may grant awards in the form of
one or more of Incentive Stock Options, Non-Qualified Stock Options and stock
awards.

                                   SECTION V
                                  STOCK OPTIONS

                  The Committee shall have the authority, in its discretion, to
grant Incentive Stock Options or to grant Non-Qualified Stock Options or to
grant both types of Options. No Option shall be granted for a term of more than
ten (10) years. Notwithstanding anything contained herein to the contrary, an
Incentive Stock Option may be granted only to common law employees of the
Corporation or of any Parent or Subsidiary now existing or hereafter formed or
acquired, and not to any consultant who is not also such a common law employee.
The terms and conditions of the Options shall be determined from time to time by
the Committee; PROVIDED, HOWEVER, that the Options granted under the Plan shall
be subject to the following:

        (a) EXERCISE PRICE. The Committee shall establish the exercise price at
the time any Option is granted at such amount as the Committee shall determine;
PROVIDED, HOWEVER, that the exercise price for each share of Common Stock
purchasable under any Incentive Stock Option granted hereunder shall be such
amount as the Committee shall, in its best judgment, determine to be not less
than one hundred percent (100%) of the Fair Market Value per share of Common
Stock at the date the Option is granted; and PROVIDED, FURTHER, that in the case
of an Incentive Stock Option granted to a person who, at the time such Incentive
Stock Option is granted, owns shares of stock of the Corporation or of any
Parent or Subsidiary which possess more than ten percent (10%) of the total
combined voting power of all classes of shares of stock of the Corporation or of
any Parent or Subsidiary, the exercise price for each share of Common Stock
shall be such amount as the Committee, in its best judgment, shall determine to
be not less than one hundred ten percent (110%) of the Fair Market Value per
share of Common Stock at the date the Option is granted. The exercise price will
be subject to adjustment in accordance with the provisions of Section VII of the
Plan.

        (b) PAYMENT OF EXERCISE PRICE. The price per share of Common Stock with
respect to each Option shall be payable at the time the Option is exercised.
Such price shall be payable in cash or, upon the discretion of the Committee,
pursuant to any of the methods set forth in Sections IV(a) or (b) hereof. Shares
of Common Stock delivered to the Corporation in payment of the exercise price
shall be valued at the Fair Market Value of the Common Stock on the date
preceding the date of the exercise of the Option.

        (c) EXERCISABILITY OF OPTIONS. Each Option shall be exercisable in whole
or in installments, and at such time(s), and subject to the fulfillment of any
conditions on exercisability as may be determined by the Committee at the time
of the grant of such Options. The right to purchase shares of Common Stock shall
be cumulative so that when the right to




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purchase any shares of Common Stock has accrued such shares of Common Stock or
any part thereof may be purchased at any time thereafter until the expiration or
termination of the Option.

        (d) EXPIRATION OF OPTIONS. No Option by its terms shall be exercisable
after the expiration of ten (10) years from the date of grant of the Option;
PROVIDED, HOWEVER, in the case of an Incentive Stock Option granted to a person
who, at the time such Option is granted, owns shares of stock of the Corporation
or of any Parent or Subsidiary possessing more than ten percent (10%) of the
total combined voting power of all classes of shares of stock of the Corporation
or of any Parent or Subsidiary, such Option shall not be exercisable after the
expiration of five (5) years from the date such Option is granted.

        (e) EXERCISE UPON DEATH OF OPTIONEE. Subject to the provisions of
Section V(h) hereof, in the event of the death of the Optionee prior to his
termination of employment with the Corporation or with any Parent or Subsidiary,
or within sixty (60) days of the date of such termination (other than for Good
Cause), his estate (or other beneficiary, if so designated in writing by the
Participant) shall have the right, within one (1) year after the date of death
(but in no case after the expiration date of the Option(s)), to exercise his
Option(s) with respect to all or any part of the shares of Common Stock as to
which the deceased Optionee had not exercised his Option at the time of his
death, but only to the extent such Option or Options were exercisable on the
date of his death (or, if provided in an Option Agreement with respect to a
particular Optionee, at the date of exercise determined as if the Optionee died
on such date).

        (f) EXERCISE UPON DISABILITY OF OPTIONEE. Subject to the provisions of
Section and V(h) hereof, if the employment by the Corporation or by any Parent
or Subsidiary of an Optionee is terminated because of Disability, he shall have
the right, within one (1) year after the date of such termination (but in no
case after the expiration of the Option), to exercise his Option(s) with respect
to all or any part of the shares of Common Stock as to which he had not
exercised his Option at the time of such termination, but only to the extent
such Option or Options were exercisable on the date of his termination of
employment.

        (g) EXERCISE UPON OPTIONEE'S TERMINATION OF EMPLOYMENT. With respect to
Incentive Stock Options, if the employment of an Optionee by the Corporation or
by any Parent or Subsidiary is terminated for any reason other than those
specified in Sections V(e) and (f) above or for Good Cause, then the Optionee
shall have the right, within sixty (60) days after the date of such termination,
to exercise his vested Options, and thereafter shall forfeit his rights to
exercise all of such Options. With respect to any Non-Qualified Stock Options,
if the Optionee's employment or other relationship with the Corporation or any
Parent or Subsidiary is terminated for any reason other than for death or
disability (as governed by Sections V(e) and (f) above) or for Good Cause, then,
except as otherwise expressly provided in an agreement covering an Option
granted to an Optionee, the Optionee shall have the right, within sixty (60)
days after the date of such termination, to exercise his vested Options, and
thereafter shall forfeit his right to exercise all of such Options. In each case
an Option shall only be exercisable to the extent it was exercisable on the date
of termination. In all cases, however, if the termination of the Optionee's
employment or other relationship with the Corporation or any Parent or
Subsidiary is determined by the Committee to have been for Good Cause or with
respect to Options that are not vested on the date of termination (unless the
option grant agreement provided otherwise), then the Option and all rights
thereunder shall terminate on the date of termination of employment or such
other relationship.




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        (h) MAXIMUM AMOUNT OF INCENTIVE STOCK OPTIONS. Each Plan Award under
which Incentive Stock Options are granted shall provide that to the extent the
aggregate of the (i) Fair Market Value of the shares of Common Stock (determined
as of the time of the grant of the Option) subject to such Incentive Stock
Option and (ii) fair market values (determined as of the date(s) of grant of the
options) of all other shares of Common Stock subject to incentive stock options
granted to an Optionee by the Corporation or any Parent or Subsidiary, which are
exercisable for the first time by any individual during any calendar year,
exceed(s) one hundred thousand dollars ($100,000), such excess shares of Common
Stock shall not be deemed to be purchased pursuant to Incentive Stock Options
but shall be deemed to be purchased pursuant to Non-Qualified Stock Options. The
terms of the immediately preceding sentence shall be applied by taking options
into account in the order in which they are granted.

                                   SECTION VI
                                  STOCK AWARDS

                  The Committee may from time to time grant stock awards to
eligible Participants in such amounts, on such terms and conditions, and for
such consideration, including no consideration or such minimum consideration as
may be required by law, as it shall determine. A stock award may be denominated
in Common Stock or other securities, stock-equivalent units, securities or
debentures convertible into Common Stock, or any combination of the foregoing,
and may be paid in Common Stock or other securities, in cash, or in a
combination of Common Stock or other securities and cash, all as determined in
the sole discretion of the Committee.

                                  SECTION VII
                              ADJUSTMENT OF SHARES

        (a) AUTOMATIC ADJUSTMENTS. In the event there is any change in the
Common Stock of the Corporation by reason of any of a reorganization,
reclassification, recapitalization, stock split, reverse stock split, stock
dividend or otherwise, then, the Plan Awards shall, without further action of
the Committee, be adjusted to reflect such event, including as applicable,
adjustments to the (i) maximum number and kind of shares reserved for issuance
under Section II hereof, (ii) number and kind of shares of Common Stock subject
to then outstanding Plan Awards, (iii) the exercise price for each share subject
to then outstanding Plan Awards, and (iv) any other terms of a Plan Award that
are affected by the event. Notwithstanding the foregoing, (A) each such
adjustment with respect to an Incentive Stock Option shall comply with the rules
of Section 424(a) of the Code and (B) in no event shall any adjustment be made
which would render any Incentive Stock Option granted hereunder to be other than
an incentive stock option for purposes of Section 422 of the Code.

        (b) DISCRETIONARY ADJUSTMENTS. In the event of any (i) unusual or
nonrecurring events affecting the Corporation or the financial statements of the
Corporation or any Parent or any Subsidiary, (ii) changes in applicable laws,
regulations or accounting principles affecting the Corporation; or (iii) merger,
consolidation, combination, spin-off or other similar corporate change (other
than a transaction resulting in a Change in Control), then, the Committee may,
in the manner and to the extent that it deems appropriate and equitable to the
Participants and consistent with the terms of the Plan, cause an adjustment to
be made to reflect such event, including as applicable, adjustments to the (A)
maximum number and kind of shares




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reserved for issuance under Section II hereof, (B) number and kind of shares of
Common Stock subject to then outstanding Plan Awards, (C) the exercise price for
each share subject to then outstanding Plan Awards, and (D) any other terms of a
Plan Award that are affected by the event. Notwithstanding the foregoing, (I)
each such adjustment with respect to an Incentive Stock Option shall comply with
the rules of Section 424(a) of the Code and (II) in no event shall any
adjustment be made which would render any Incentive Stock Option granted
hereunder to be other than an incentive stock option for purposes of Section 422
of the Code.

        (c) CHANGE IN CONTROL TRANSACTIONS. In the event of any transaction
resulting in a Change in Control of the Corporation, and except as otherwise
determined by the Committee at the time the Plan Award is granted, if no
provision is made in connection with the transaction for the continuation or
assumption of outstanding Plan Awards by, or for the substitution of the
equivalent awards of, the surviving or successor entity or a parent thereof,
then all outstanding Plan Awards that are payable in or convertible into Common
Stock under this Plan (including unvested Plan Awards) shall be fully vested and
immediately exercisable in their entirety and shall terminate upon the effective
time of such Change in Control. In the event of such termination, the holders of
Plan Awards under the Plan will be permitted, immediately before the Change in
Control, to exercise or convert any or all portions of such Plan Awards under
the Plan that are then exercisable or convertible or which become exercisable or
convertible upon or prior to the effective time of the Change in Control
(including upon the acceleration of vesting of such Plan Awards).

                                  SECTION VIII
                            MISCELLANEOUS PROVISIONS

        (a) ADMINISTRATIVE PROCEDURES. The Committee may establish any
procedures determined by it to be appropriate in discharging its
responsibilities under the Plan. Subject to the provisions of Section XI hereof,
all actions and decisions of the Committee shall be final.

        (b) ASSIGNMENT OR TRANSFER. No grant or award of any Incentive Stock
Option or any other "derivative security" (as defined by Rule 16a-l(c)
promulgated under the Exchange Act) made under the Plan or any rights or
interests therein shall be assignable or transferable by a Participant except by
will or the laws of descent and distribution or pursuant to a qualified domestic
relations order. During the lifetime of a Participant Options granted hereunder
shall be exercisable only by the Participant.

        (c) INVESTMENT REPRESENTATION. In the case of Plan Awards paid in shares
of Common Stock or other securities, the Committee may require, as a condition
of receiving such securities, that the Participant furnish to the Corporation
such written representations and information as the Committee deems appropriate
to permit the Corporation, in light of the existence or nonexistence of an
effective registration statement under the Securities Act to deliver such
securities in compliance with the provisions of the Securities Act.

        (d) WITHHOLDING TAXES. The Corporation shall have the right to deduct
from all cash payments hereunder any federal, state, local or foreign taxes
required by law to be withheld with respect to such payments. In the case of the
issuance or distribution of Common Stock or other securities hereunder, the
Corporation, as a condition of such issuance or distribution, may require the
payment (through withholding from the Participant's salary,




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reduction of the number of shares of Common Stock or other securities to be
issued, or otherwise) of any such taxes. Subject to the Rules promulgated under
Section 16 of the Exchange Act (to the extent applicable), and to the consent of
the Committee, the Participant, may satisfy the withholding obligations by
paying to the Corporation a cash amount equal to the amount required to be
withheld or by tendering to the Corporation a number of shares of Common Stock
having a value equivalent to such cash amount, or by use of any available
procedure as described under Section IV(c) hereof.

        (e) COSTS AND EXPENSES. The costs and expenses of administering the Plan
shall be borne by the Corporation and shall not be charged against any award nor
to any employee receiving a Plan Award.

        (f) FUNDING OF PLAN. The Plan shall be unfunded. The Corporation shall
not be required to segregate any of its assets to assure the payment of any Plan
Award under the Plan. Neither the Participants nor any other persons shall have
any interest in any fund or in any specific asset or assets of the Corporation
or any other entity by reason of any Plan Award, except to the extent expressly
provided hereunder. The interests of each Participant and former Participant
hereunder is unsecured and shall be subject to the general creditors of the
Corporation.

        (g) OTHER INCENTIVE PLANS. The adoption of the Plan does not preclude
the adoption by appropriate means of any other incentive plan for employees.

        (h) PLURALS AND GENDER. Where appearing in the Plan, masculine gender
shall include the feminine and neuter genders, and the singular shall include
the plural, and vice versa, unless the context clearly indicates a different
meaning.

        (i) HEADINGS. The headings and sub-headings in this Plan are inserted
for the convenience of reference only and are to be ignored in any construction
of the provisions hereof.

        (j) SEVERABILITY. In case any provision of this Plan shall be held
illegal or void, such illegality or invalidity shall not affect the remaining
provisions of this Plan, but shall be fully severable, and the Plan shall be
construed and enforced as if said illegal or invalid provisions had never been
inserted herein.

        (k) PAYMENTS DUE MISSING PERSONS. The Corporation shall make a
reasonable effort to locate all persons entitled to benefits under the Plan;
however, notwithstanding any provisions of this Plan to the contrary, if, after
a period of one (1) year from the date such benefit shall be due, any such
persons entitled to benefits have not been located, their rights under the Plan
shall stand suspended. Before this provision becomes operative, the Corporation
shall send a certified letter to all such persons at their last known address
advising them that their rights under the Plan shall be suspended. Subject to
all applicable state laws, any such suspended amounts shall be held by the
Corporation for a period of one (1) additional year and thereafter such amounts
shall be forfeited and thereafter remain the property of the Corporation.

        (l) LIABILITY AND INDEMNIFICATION. (i) Neither the Corporation nor any
Parent or Subsidiary shall be responsible in any way for any action or omission
of the Committee, or any other fiduciaries in the performance of their duties
and obligations as set forth in this Plan.




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Furthermore, neither the Corporation nor any Parent or Subsidiary shall be
responsible for any act or omission of any of their agents, or with respect to
reliance upon advice of their counsel provided that the Corporation and/or the
appropriate Parent or Subsidiary relied in good faith upon the action of such
agent or the advice of such counsel.

                (ii) Except for their own gross negligence or willful misconduct
        regarding the performance of the dates specifically assigned to them
        under or their willful breach of the terms of, this Plan, the
        Corporation, each Parent and Subsidiary and the Committee shall be held
        harmless by the Participants, former Participants, beneficiaries and
        their representatives against liability or losses occurring by reason of
        any act or omission. Neither the Corporation, any Parent or Subsidiary,
        the Committee, nor any agents, employees, officers, directors or
        shareholders of any of them, nor any other person shall have any
        liability or responsibility with respect to this Plan, except as
        expressly provided herein.

        (m) INCAPACITY. If the Committee shall receive evidence satisfactory to
it that a person entitled to receive payment of any Plan Award is, at the time
when such benefit becomes payable, a minor, or is physically or mentally
incompetent to receive such Plan Award and to give a valid release thereof, and
that another person or an institution is then maintaining or has custody of such
person and that no guardian, committee or other representative of the estate of
such person shall have been duly appointed, the Committee may make payment of
such Plan Award otherwise payable to such person to such other person or
institution, including a custodian under a Uniform Gifts to Minors Act, or
corresponding legislation (who shall be an adult, a guardian of the minor or a
trust company), and the release of such other person or institution shall be a
valid and complete discharge for the payment of such Plan Award.

        (n) COOPERATION OF PARTIES. All parties to this Plan and any person
claiming any interest hereunder agree to perform any and all acts and execute
any and all documents and papers which are necessary or desirable for carrying
out this Plan or any of its provisions.

        (o) GOVERNING LAW. All questions pertaining to the validity,
construction and administration of the Plan shall be determined in accordance
with the laws of the State of New York.

        (p) NONGUARANTEE OF EMPLOYMENT OR OTHER RELATIONSHIPS. Nothing contained
in this Plan shall be construed as a contract of employment between the
Corporation (or any Parent or Subsidiary), and any employee or Participant, as a
right of any employee or Participant to be continued in the employment of or
other relationship with the Corporation (or any Parent or Subsidiary), or as a
limitation on the right of the Corporation or any Parent or Subsidiary to
discharge any of its employees or consultants with or without cause.

        (q) NOTICES. Each notice relating to this Plan shall be in writing and
delivered in person or by certified mail to the proper address. All notices to
the Corporation or the Committee shall be addressed to it at 55 Lane Road,
Fairfield, New Jersey 07004, Attn: Secretary. All notices to Participants,
former Participants, beneficiaries or other persons acting for or on behalf of
such persons shall be addressed to such person at the last address for such
person maintained in the Committee's records.




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<PAGE>






        (r) WRITTEN AGREEMENTS. Each Plan Award shall be evidenced by a signed
written agreement between the Corporation and the Participant containing the
terms and conditions of the award and all such Plan Awards shall be subject to
the terms and conditions of the Plan.

                                   SECTION IX
                        AMENDMENT OR TERMINATION OF PLAN

                  The Board of Directors of the Corporation shall have the right
at any time to terminate or from time to time and in any respect to amend or
modify the Plan. Except as otherwise provided herein, no amendment, modification
or termination of the Plan shall adversely affect any Plan Awards previously
granted under the Plan, without the consent of the holder thereof.

                                   SECTION X
                                  TERM OF PLAN

                  The Plan shall remain in effect until June 6, 2015, or, if
later, the day before the tenth (10th) anniversary of the date this Plan is
approved by the stockholders of the Corporation, unless sooner terminated by the
Board of Directors. No Plan Awards may be granted under the Plan subsequent to
the termination of the Plan.

                                   SECTION XI
                                CLAIMS PROCEDURES

        (a) DENIAL. If any Participant, former Participant or beneficiary is
denied any vested benefit to which he is, or reasonably believes he is, entitled
under this Plan, either in total or in an amount less than the full vested
benefit to which he would normally be entitled, the Committee shall advise such
person in writing the specific reasons for the denial. The Committee shall also
furnish such person at the time with a written notice containing (i) a specific
reference to pertinent Plan provisions, (ii) a description of any additional
material or information necessary for such person to perfect his claim, if
possible, and an explanation of why such material or information is needed and
(iii) an explanation of the Plan's claim review procedure.

        (b) WRITTEN REQUEST FOR REVIEW. Within 60 days of receipt of the
information stated in subsection (a) above, such person shall, if he desires
further review, file a written request for reconsideration with the Committee.

        (c) REVIEW OF DOCUMENT. So long as such person's request for review is
pending (including the 60 day period in subsection (b) above), such person or
his duly authorized representative may review pertinent Plan documents and may
submit issues and comments in writing to the Committee.

        (d) COMMITTEE'S FINAL AND BINDING DECISION. A final and binding decision
shall be made by the Committee within 60 days of the filing by such person of
this request for reconsideration; PROVIDED, HOWEVER, that if the Committee, in
its discretion, feels that a hearing




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with such person or his representative is necessary or desirable, this period
shall be extended for an additional 60 days.

        (e) TRANSMITTAL OF DECISION. The Committee's decision shall be conveyed
to such person in writing and shall include specific reasons for the decision,
written in a manner calculated to be understood by such person, the specific
references to the pertinent Plan provisions on which the decision is based.

        (f) LIMITATION ON CLAIMS. Notwithstanding any provisions of this Plan to
the contrary, no Participant (nor the estate or other beneficiary of a
Participant) shall be entitled to assert a claim against the Corporation (or
against any Parent or Subsidiary) more than three years after the date the
Participant (or his estate or other beneficiary) initially is entitled to
receive benefits hereunder.



                                  PLAN APPROVAL

Date Approved by the Board:        APRIL 25, 2005

Date Approved by the Stockholders: JUNE 7, 2005





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