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                                                                   EXHIBIT 10.36


                         MERITAGE HOSPITALITY GROUP INC.
                  AMENDED 2002 MANAGEMENT EQUITY INCENTIVE PLAN

                             ARTICLE 1 - OBJECTIVES

         Meritage Hospitality Group Inc. has established this Management Equity
Incentive Plan, as amended, effective May 21, 2002 as an incentive to the
attraction and retention of dedicated and loyal employees of outstanding
ability, to stimulate the efforts of such persons in meeting Meritage
Hospitality Group Inc.'s objectives and to encourage ownership of its Common
Shares by employees.

                            ARTICLE 2 - DEFINITIONS

         For purposes of this Plan, the following terms shall have the following
meanings:

         2.1      "Advisor" means anyone who provides bona fide advisory or
consultation services to the Company other than the offer or sale of securities
in a capital-raising transaction.

         2.2      "Award" means any one or more of the following: (a) Stock
Options, (b) Stock Appreciation Rights, free-standing or in tandem with Stock
Options, (c) Restricted Stock, (d) performance Shares conditioned upon meeting
performance criteria, and (e) other awards based in whole or in part by
reference to or otherwise based on Company Shares, or other securities of the
Company or any Subsidiary.

         2.3      "Award Agreement" means a written agreement setting forth the
terms of an Award.

         2.4      "Award Date" or "Grant Date" means the date designated by the
Committee as the date upon which an Award is granted.

         2.5      "Award Period" or "Term" means the period beginning on an
Award Date and ending on the expiration date of such Award.

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

         2.7      "Code" means the Internal Revenue Code of 1986, as amended, or
any successor legislation.

         2.8      "Committee" means the committee appointed by the Board and
consisting of one or more Directors, none of whom shall be eligible to receive
any Award under this Plan. Members of the Committee must qualify as Non-Employee
Directors as defined by Rule 16b-3(b)(3)(i). To the extent that it is desired
that compensation resulting from an Award be excluded from the deduction
limitation of Section 162(m) of the Code, all members of the Committee granting
an Award also shall be "outside directors" within the meaning of Section 162(m).

         2.9      "Company" means Meritage Hospitality Group Inc.

         2.10     "Disability" means a "permanent and total disability" within
the meaning of Section 22(e)(3) of the Code.

         2.11     "Eligible Employee" means anyone, other than one who receives
retirement benefits, consulting fees, honorariums, and the like from the Company
who performs services for the Company or

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a Subsidiary, including an officer or director of the Company or a Subsidiary;
and is compensated on a regular basis by the Company or a Subsidiary. Directors
who are not full-time employees of the Company or a Subsidiary are not eligible
to receive Awards under this Plan. Eligibility under this Plan shall be
determined by the Committee.

         2.12     "Fair Market Value" means the last closing price for a Share
on the American Stock Exchange or any other stock exchange or national trading
or quotation system on which such sales are reported. If the Shares are not so
traded or reported, Fair Market Value shall be set under procedures established
by the Committee.

         2.13     "Incentive Option" means any Stock Option intended to be and
designated as an "Incentive Stock Option" within the meaning of Section 422 of
the Code or any successor provision.

         2.14     "Mature Shares" means Company Shares that an Eligible Employee
or Advisor has owned for at least six months.

         2.15     "Non-Tandem SAR" means a Stock Appreciation Right granted
without reference to a Stock Option.

         2.16     "Non-Qualified Option" means any Stock Option that is not an
Incentive Stock Option.

         2.17     "Officer" means a person who is considered to be an officer of
the Company under Rule 16a-1(f).

         2.18     "Other Stock Unit Awards" shall have the meaning set forth in
Section 10.1 hereof.

         2.19     "Plan" means this 2002 Meritage Hospitality Group Inc.
Management Equity Incentive Plan as it may be amended.

         2.20     "Reference Option" shall have the meaning set forth in Section
7.1 hereof.

         2.21     "Option Price" or "Exercise Price" means the price per Share
at which Common Stock may be purchased upon the exercise of an Option or an
Award.

         2.22     "Participant" means a person to whom an Award has been made
pursuant to this Plan.

         2.23     "Replacement Option" means a Non-Qualified Option granted
pursuant to Subsection 6.3, upon the exercise of a Stock Option granted
pursuant to this Plan where the Option Price is paid with previously owned
Shares.

         2.24     "Restricted Stock" means Shares issued pursuant to a
Restricted Stock Award which are subject to the restrictions set forth in the
related Award Agreement.

         2.25     "Restricted Stock Award" means an award of a fixed number of
Shares to a Participant which is subject to forfeiture provisions and other
conditions set forth in the Award Agreement.

         2.26     "Retirement" means any termination of employment (other than
by death or Disability) by an employee who is at least 65 years of age, or, in
the case of an officer of the Company or the President of any of its
subsidiaries, at least 55 years of age.

         2.27     "Rule 16b-3" and "Rule 16a-1(f)" mean Securities and Exchange
Commission Regulations Sect. 240.16b-3 and Sect. 240.16a-1(f) or any
corresponding successor regulations.

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         2.28     "Share" means one share of the Company's Common Stock.

         2.29     "Stock Appreciation Right" or "SAR" means the right to
receive, for each unit of the SAR, cash and/or Shares equal in value to the
excess of the Fair Market Value of one Share on the date of exercise of the SAR
over the reference price per Share established on the date the SAR was granted.

         2.30     "Stock Option" or "Option" means the right to purchase Shares
of Common Stock, including a Replacement Option, granted pursuant to Article 6.

         2.31     "Subsidiary" means any corporation, partnership, joint
venture, or other entity of which the Company owns or controls, directly or
indirectly, 25% or more of the outstanding voting stock, or comparable equity
participation and voting power, or which the Company otherwise controls, by
contract or any other means. However, when the term "Subsidiary" is used in the
context of an Award of an Incentive Option, the applicable percentage shall be
50%. "Control" means the power to direct or cause the direction of the
management and policies of a corporation or other entity.

         2.32     "Tandem SAR" shall mean a Stock Appreciation Right granted
with reference to a Stock Option.

         2.33     "Transfer" means alienation, attachment, sale, assignment,
pledge, encumbrance, charge or other disposition; and the terms "Transferred" or
"Transferable" have corresponding meanings.

                           ARTICLE 3 - ADMINISTRATION

         3.1      The Committee. This Plan shall be administered and interpreted
by the Committee.

         3.2      Awards. The Committee is authorized to grant (i) Stock
Options; (ii) Stock Appreciation Rights, in tandem with Stock Options or
free-standing; (iii) Restricted Stock; (iv) performance Shares conditioned upon
meeting performance criteria; and (v) other awards based in whole or in part by
reference to or otherwise based on Company Shares, or other securities of the
Company or any Subsidiaries (collectively, the "Awards"). In particular, the
Committee shall have the authority to:

                  3.2.1    select the Eligible Employees and Advisors to whom
         Awards may be granted;

                  3.2.2    determine the types and combinations of Awards to be
         granted;

                  3.2.3    determine the number of Shares or monetary units
         which may be subject to each Award;

                  3.2.4    determine the terms and conditions, not inconsistent
         with the terms of this Plan, of any Award, including, but not limited
         to, the term, price, exercisability, method of exercise, any
         restriction or limitation on transfer, any vesting schedule or
         acceleration, or any forfeiture provisions or waiver, regarding any
         Award, and the related Shares, based on such factors as the Committee
         shall determine; and

                  3.2.5    modify or waive any restrictions or limitations
         contained in, and grant extensions to the terms of or accelerate the
         vestings of, any outstanding Award, other than Performance Awards, as
         long as such modifications, waivers, extensions or accelerations are
         not inconsistent with the terms of this Plan, but no such changes shall
         impair the rights of any Participant without his or her consent.

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         3.3      Guidelines. The Committee is authorized to adopt, alter and
repeal administrative rules, guidelines and practices governing this Plan and
perform all acts, including the delegation of its administrative
responsibilities, as it deems advisable; to construe and interpret the terms and
provisions of this Plan and any Award issued under this Plan; and to otherwise
supervise the administration of this Plan. The Committee may correct any defect,
supply any omission or reconcile any inconsistency in this Plan or in any
related Award Agreement in the manner and to the extent it deems necessary to
carry this Plan into effect.

         3.4      Delegation of Authority. The Committee may delegate its
authority to Officers of the Company and its administrative duties to Officers
or employees of the Company except with respect to persons who are Senior
Officers of the Company as defined by the Committee.

         3.5      Decisions Final. Any action, decision, interpretation or
determination by or at the direction of the Committee concerning the application
or administration of this Plan shall be final and binding upon all persons and
need not be uniform with respect to its determination of recipients, amount,
timing, form, terms or provisions.

                       ARTICLE 4 - SHARES SUBJECT TO PLAN

         4.1      Shares. Subject to adjustment as provided in Subsection 4.2,
the number of Shares which may be issued under this Plan shall not exceed Seven
Hundred Fifty Thousand (750,000) Shares. If any Award granted under this Plan
shall expire, terminate or be canceled for any reason without having been
exercised in full, the number of unacquired Shares subject to such Award shall
again be available for future grants. The Committee may make such other
determinations regarding the counting of Shares issued pursuant to this Plan as
it deems necessary or advisable, provided that such determinations shall be
permitted by law. Shares underlying a canceled Option shall be counted against
the maximum number of shares for which Options may be granted to an employee.
The repricing of an Option shall be treated as a cancellation of the Option and
the grant of a new Option.

         4.2      Adjustment Provisions.

                  4.2.1    If the Company shall at any time change the number of
         issued Shares without new consideration to the Company by stock
         dividend, split, combination, recapitalization, reorganization,
         exchange of shares, liquidation or other change in corporate structure
         affecting the Shares or make a distribution of cash or property which
         has a substantial impact on the value of issued Shares, the total
         number of Shares reserved for issuance under the Plan shall be
         appropriately adjusted and the number of Shares covered by each
         outstanding Award and the reference price or Fair Market Value for each
         outstanding Award shall be adjusted so that the aggregate consideration
         payable to the Company and the value of each such Award shall not be
         changed.

                  4.2.2    The Committee may authorize the issuance,
         continuation or assumption of Awards or provide for other equitable
         adjustments after changes in the Shares resulting from any merger,
         consolidation, sale of assets, acquisition of property or stock,
         recapitalization, reorganization or similar occurrence in which the
         Company is the continuing or surviving corporation, upon such terms and
         conditions as it may deem equitable and appropriate.

         4.3      Merger, Dissolution or Liquidation. In the event of the
dissolution or liquidation of the Company or any merger, consolidation, exchange
or other transaction in which the Company is not the surviving corporation or in
which 75% or more of the outstanding Shares of the Company are converted into
cash, other securities or other property, each outstanding Award shall terminate
as of a date fixed by

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the Committee, provided that not less than 20 days written notice of the date of
expiration shall be given to each holder of an Award, and each outstanding Award
shall be fully vested and each such holder shall have the right during such
period following notice to exercise the Award as to all or any part of the
Shares for which it is exercisable.

         4.4      Change of Control. All outstanding Awards shall become
immediately exercisable in full if a change in control of the Company occurs.
For purposes of this Agreement, a "change in control of the Company" shall be
deemed to have occurred if (a) any "person," as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, other than a trustee or
other fiduciary holding securities under an employee benefit plan of the Company
becomes the "beneficial owner," as defined in Rule 13d-3 under that Act,
directly or indirectly, of securities of the Company representing 30% or more of
the combined voting power of the Company's then outstanding securities; or (b)
during any period of one year (not including any period prior to the execution
of this Agreement), individuals who at the beginning of such period constitute
the Board of Directors and any new director whose election by the Board or
nomination for election by the Company's shareholders was approved by a vote of
at least two-thirds (2/3) of the Directors then still in office who either were
Directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute a
majority thereof.

                          ARTICLE 5 - DURATION OF PLAN

         This Plan shall continue in effect until May 21, 2012, unless
terminated sooner by the Board pursuant to Article 14.

                            ARTICLE 6 - STOCK OPTIONS

         6.1      Grants. Stock Options may be granted alone or in addition to
other Awards granted under this Plan. Each Option granted shall be designated as
either a Non-Qualified Option or an Incentive Option and in each case such
Option may or may not include Stock Appreciation Rights. One or more Stock
Options and/or Stock Appreciation Rights may be granted to any Eligible Employee
or Advisor, except that (i) no person shall receive during any 12 month period
Non-Qualified Stock Options covering more than One Hundred Thousand (100,000)
Shares, and (ii) only Non-Qualified Options may be granted to Advisors.

         6.2      Incentive Options. Any option designated by the Committee as
an Incentive Stock Option will be subject to the general provisions applicable
to all Options granted under the Plan plus the following specific provisions:

                  6.2.1    If an Incentive Stock Option is granted to a person
         who owns, directly or indirectly, stock representing more than 10% of
         (i) the total combined voting power of all classes of stock of the
         Company and its Subsidiaries, or (ii) a corporation that owns 50% or
         more of the total combined voting power of all classes of stock of the
         Company, then

                           6.2.1.1  the Option Price must equal at least 110% of
                  the Fair Market Value on the date of grant; and

                           6.2.1.2  the term of the Option shall not be greater
                  than five years from the date of grant.

                  6.2.2    The aggregate Fair Market Value of Shares, determined
         at the date of grant, with respect to which Incentive Stock Options
         that may be exercised for the first time by any

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         individual during any calendar year under this Plan or any other plan
         maintained by the Company and its Subsidiaries shall not exceed
         $100,000. To the extent that the aggregate fair market value of Shares
         with respect to which Incentive Options are exercisable for the first
         time by any individual during any calendar year, under all plans of the
         Company and its Subsidiaries, exceeds $100,000, such Options shall be
         treated as Nonqualified Options.

                  6.2.3    Qualification under the Code. Notwithstanding
         anything in this Plan to the contrary, no term of this Plan relating to
         Incentive Options shall be interpreted, amended or altered, nor shall
         any discretion or authority granted under this Plan be exercised, so as
         to disqualify this Plan under Section 422 of the Code, or, without the
         consent of the Participants affected, to disqualify any Incentive
         Option under Section 422 of the Code.

         6.3      Replacement Options. The Committee may provide either at the
time of grant or subsequently that an Option shall include the right to acquire
a Replacement Option upon the exercise of such Option, in whole or in part,
prior to an Eligible Employee's termination of employment if the payment of the
Option Price is paid in Shares. In addition to any other terms and conditions
the Committee deems appropriate, the Replacement Option shall be subject to the
following terms:

                  6.3.1    the number of Shares subject to the Replacement
         Option shall not exceed the number of whole Shares used to satisfy the
         Option Price of the original Option and the number of whole Shares, if
         any, withheld by the Company as payment for withholding taxes in
         accordance with Subsection 15.3;

                  6.3.2    the Replacement Option Grant Date will be the date of
         the exercise of the original Option;

                  6.3.3    the Option Price per share shall be the Fair Market
         Value of a Share on the Replacement Option Grant Date;

                  6.3.4    the Replacement Option shall be exercisable no
         earlier than one year after the Replacement Option Grant Date; and

                  6.3.5    the Term of the Replacement Option will not extend
         beyond the Term of the original Option.

         The Committee may, without the consent of the Eligible Employee,
rescind the right to receive a Replacement Option at any time prior to an Option
being exercised.

                  6.4      Terms of Options. Except as otherwise required by
Subsections 6.2 and 6.3, Options granted under this Plan shall be subject to the
following terms and conditions and shall be in such form and contain such
additional terms and conditions, not inconsistent with the terms of this Plan,
as the Committee shall deem desirable:

                           6.4.1    Option Price. The Option Price shall be
                  determined by the Committee at the time of grant, except that
                  no Incentive Option may be granted for an Option Price less
                  than 100% of Fair Market Value on the Grant Date.

                           6.4.2    Option Term. The Option Term shall be fixed
                  by the Committee, but no Incentive Option shall be exercisable
                  more than ten years after its Award Date, and no Non-Qualified
                  Option shall be exercisable more than ten years after its
                  Award Date.

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                           6.4.3    Exercisability. A Stock Option shall be
                  exercisable at such time or times and subject to such terms
                  and conditions as shall be specified in the Award Agreement,
                  provided, however, that an Option may not be exercised as to
                  less than One Hundred (100) Shares at any one time or the
                  total number available for exercise at that time.

                           6.4.4    Method of Exercise. Stock Options may be
                  exercised in whole or in part at any time during the Option
                  Term by giving written notice of exercise to the Company's
                  Secretary specifying the number of Shares to be purchased.
                  Such notice shall be accompanied by payment in full of the
                  Option Price in cash or by tender of Mature Shares (or both),
                  or by some other form of consideration approved by the
                  Committee at or after the grant. Payment by tender of Mature
                  Shares may be made by tendering that number of Mature Shares
                  which have a Fair Market Value on the date of exercise equal
                  to the exercise price for the Option or portion thereof being
                  exercised. Payment may also be made through a broker-assisted
                  cashless exercise of Stock Options.

                           6.4.5    Transferability of Options. Stock Options
                  shall be Transferable as provided in Article 11.

                           6.4.6    Termination. Stock Options shall terminate
                  in accordance with Article 12.

                           6.4.7    Buyout and Settlement Provisions. The
                  Committee may at any time offer to buy out an Option
                  previously granted, based on such terms and conditions as the
                  Committee shall establish. The Committee may also substitute
                  new Stock Options for previously granted Stock Options having
                  higher Option Prices than the new Stock Options being
                  substituted therefor.

                     ARTICLE 7 - STOCK APPRECIATION RIGHTS

         7.1      Grant. A Stock Appreciation Right may be granted either with
or without reference to all or any part of a Stock Option. A "Tandem SAR" is an
SAR granted with reference to a Stock Option (the "Reference Option"). A
"Non-Tandem SAR" is an SAR granted without reference to a Stock Option. If the
Reference Option is a Non-Qualified Option, a Tandem SAR may be granted at or
after the date of the Reference Option; if the Reference Option is an Incentive
Option, the Grant Date of a Tandem SAR must be the same as the Grant Date of the
Reference Option. Any SAR shall have such terms and conditions, not inconsistent
with this Plan, as are established by the Committee in connection with the
Award.

         7.2      Term. A Tandem SAR shall terminate and no longer be
exercisable upon the termination of its Reference Option. A Non-Tandem SAR may
have a term no longer than 20 years from its Grant Date.

         7.3      Exercise. A Tandem SAR may only be exercisable at the times
and, in whole or in part, to the extent that its Reference Option is
exercisable. The exercise of a Tandem SAR shall automatically result in the
surrender of the applicable portion of its Reference Option. A Non-Tandem SAR
shall be exercisable in whole or in part as provided in its Award Agreement.
Written notice of any exercise must be given in the form prescribed by the
Committee.

         7.4      Payment. For purposes of payment of an SAR, the reference
price per Share shall be the Option Price of the Reference Option in the case of
a Tandem SAR and shall be the Fair Market Value of a Share on the Grant Date in
the case of a Non-Tandem SAR. The Committee shall determine the form of payment.

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         7.5      Transferability and Termination. Stock Appreciation Rights
shall be Transferable as provided in Article 11 and shall terminate in
accordance with Article 12.

              ARTICLE 8 - RESTRICTED AND UNRESTRICTED STOCK AWARDS

         8.1      Grants of Restricted Stock Awards. The Committee may, in its
discretion, grant one or more Restricted Stock Awards to any Eligible Employee
or Advisor. Each Restricted Stock Award shall specify the number of Shares to be
issued to the Participant, the date of such issuance, the price, if any, to be
paid for such Shares by the Participant and the restrictions imposed on such
Shares. The Committee may grant Awards of Restricted Stock subject to the
attainment of specified performance goals, continued employment or such other
limitations or restrictions as the Committee may determine.

         8.2      Terms and Conditions of Restricted Awards. Restricted Stock
Awards shall be subject to the following provisions:

                  8.2.1    Issuance of Shares. Shares of Restricted Stock may be
         issued immediately upon grant or upon vesting as determined by the
         Committee.

                  8.2.2    Stock Powers and Custody. If Shares of Restricted
         Stock are issued immediately upon grant, the Committee may require the
         Participant to deliver a stock power, endorsed in blank, relating to
         the Restricted Stock covered by such an Award. The Committee may also
         require that the certificates evidencing Restricted Stock be held in
         custody by the Company until the restrictions on them shall have
         lapsed.

                  8.2.3    Shareholder Rights. Unless otherwise determined by
         the Committee at the time of grant, Participants receiving Restricted
         Stock Awards shall not be entitled to dividend or voting rights for the
         Restricted Shares until they are fully vested.

                  8.2.4    Termination of Employment. Upon termination of
         employment during the restricted period, all Restricted Stock shall be
         forfeited, subject to such exceptions, if any, as are authorized by the
         Committee, as to termination of employment, Retirement, Disability,
         death or special circumstances.

         8.3      Unrestricted Stock Awards. The Committee may make awards of
unrestricted Shares to key Eligible Employees and Advisors in recognition of
outstanding achievements or contributions by such employees and advisors.
Unrestricted Shares issued on a bonus basis may be issued for no cash
consideration. Each certificate for unrestricted Shares shall be registered in
the name of the Participant and delivered to the Participant.

                         ARTICLE 9 - PERFORMANCE AWARDS

         9.1      Performance Awards.

                  9.1.1    Grant. The Committee may, in its discretion, grant
         Performance Awards to Eligible Employees and Advisors. A Performance
         Award shall consist of the right to receive either Shares or cash of an
         equivalent value, or a combination of both, at the end of a specified
         Performance Period (defined below) or a fixed dollar amount payable in
         cash or Shares, or a combination of both, at the end of a specified
         Performance Period. The Committee shall determine the Eligible
         Employees and Advisors to whom and the time or times at which
         Performance Awards shall be granted, the number of Shares or the amount
         of cash to be awarded to any person, the duration of the period during
         which, and the conditions under which, a

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         Participant's Performance Award will vest, and the other terms and
         conditions of the Performance Award in addition to those set forth in
         Subsection 9.2.

                  9.1.2    Criteria for Award. The Committee may condition the
         grant or vesting of a Performance Award upon the attainment of
         specified performance goals; the appreciation in the Fair Market Value,
         book value or other measure of value of the Shares; the performance of
         the Company based on earnings or cash flow; or such other factors or
         criteria as the Committee shall determine.

         9.2      Terms and Conditions of Performance Awards. Performance Awards
shall be subject to the following terms and conditions:

                  9.2.1    Dividends. Unless otherwise determined by the
         Committee at the time of the grant of the Award, amounts equal to
         dividends declared during the Performance Period with respect to any
         Shares covered by a Performance Award will not be paid to the
         Participant.

                  9.2.2    Payment. Subject to the provisions of the Award
         Agreement and this Plan, at the expiration of the Performance Period,
         share certificates, cash or both as the Committee may determine shall
         be delivered to the Participant, or his or her legal representative or
         guardian, in a number or an amount equal to the vested portion of the
         Performance Award.

                  9.2.3    Transferability. Performance Awards shall be
         Transferable as provided in Article 11.

                  9.2.4    Termination of Employment or Advisory Relationship.
         Subject to the applicable provisions of the Award Agreement and this
         Plan, upon termination of a Participant's employment or advisory
         relationship with the Company or a Subsidiary for any reason during the
         Performance Period for a given Award, the Performance Award in question
         will vest or be forfeited in accordance with the terms and conditions
         established by the Committee.

                      ARTICLE 10 - OTHER STOCK UNIT AWARDS

         10.1     The Committee is authorized to grant to employees of the
Company and its affiliates, either alone or in addition to other Awards granted
under the Plan, Awards of Common Shares or other securities of the Company or
any Subsidiary of the Company and other Awards that are valued in whole or in
part by reference to, or are otherwise based on, Common Shares or other
securities of the Company or any subsidiary of the Company ("Other Stock Unit
Awards"). Other Stock Unit Awards may be paid in cash, Common Shares, other
property or in a combination thereof, as the Committee shall determine.

         10.2     The Committee shall determine the employees to whom Other
Stock Unit Awards are to be made, the times at which such Awards are to be made,
the number of Shares to be granted pursuant to such Awards and all other
conditions of such Awards. The provisions of Other Stock Unit Awards need not be
the same with respect to each recipient. The recipient shall not be permitted to
sell, assign, transfer, pledge, or otherwise encumber the Common Shares or other
securities prior to the later of the date on which the Common Shares or other
securities are issued, or the date on which any applicable restrictions,
performance or deferral period lapses. Common Shares (including securities
convertible into Common Shares) and other securities granted pursuant to Other
Stock Unit Awards may be issued for no cash consideration or for such minimum
consideration as may be required by applicable law. Common Shares (including
securities convertible into Common Shares) and other securities purchased
pursuant to purchase rights granted pursuant to Other Stock Unit Awards may be
purchased for such consideration as

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the Committee shall determine, which price shall not be less than the fair
market value of such Common Shares or other securities on the date of grant,
unless the Committee otherwise elects.

                     ARTICLE 11 - TRANSFERABILITY OF AWARDS

         Awards and the benefits payable under this Plan shall not be
Transferable by the Participant during his or her lifetime and may not be
assigned, exchanged, pledged, transferred or otherwise encumbered or disposed of
except by a domestic relations order pursuant to Section 414(p)(1)(B) of the
Code, or by will or the laws of descent and distribution. Awards shall be
exercisable during a Participant's lifetime only as set forth in the preceding
sentence by the Participant or, if permissible under applicable law, by the
Participant's guardian or legal representative.

         Notwithstanding the above, the Committee may, with respect to
particular Awards, other than Incentive Stock Options, establish or modify the
terms of the Awards to allow the Awards to be transferred at the request of the
grantee of the Awards to trusts established by the grantee or as to which the
grantee is a grantor or to family members of the grantee or otherwise for
personal and tax planning purposes of the grantee. If the committee allows such
transfer, such Options shall not be exercisable for six months following the
action of the Committee.

                       ARTICLE 12 - TERMINATION OF AWARDS

         12.1     Termination of Awards. All Awards issued under this Plan shall
terminate as follows:

                  12.1.1   At Expiration of Term. During any period of
         continuous employment or business relationship with the Company or a
         Subsidiary, an Award will be terminated only if it is fully exercised
         or if it has expired by its terms or by the terms of this Plan. For
         these purposes, any leave of absence approved by the Company shall not
         be deemed to be a termination of employment.

                  12.1.2   Death, Disability or Retirement. If a Participant's
         employment by the Company or a Subsidiary terminates by reason of
         death, Disability or Retirement, or in the case of an advisory
         relationship, if such business relationship terminates by reason of
         death or Disability, any Award held by such Participant, unless
         otherwise determined by the Committee at grant, shall be fully vested
         and may thereafter be exercised by the Participant or by the
         Participant's beneficiary or legal representative, for a period of one
         year following termination of employment, in the case of death or
         Disability, and 90 days in the case of Retirement, or such longer
         period as the Committee may specify at or after grant in all cases
         other than Incentive Options, or until the expiration of the stated
         term of such Award, whichever period is shorter.

                  12.1.3   Termination for Cause. Awards shall terminate
         immediately if employment is terminated for cause. Cause is defined as
         including, but not limited to, theft of or intentional damage to
         Company property, the use of illegal drugs, the commission of a
         criminal act, or willful violation of Company policy prohibiting
         employees from trading Shares for personal gain based on knowledge of
         the Company's activities or results when such information is not
         available to the general public.

                  12.1.4   Employment and Noncompetition Agreements. If an
         individual holding an Award violates any term of any written employment
         or noncompetition agreement between the Company and the individual, all
         existing Awards held by such Employee will terminate.

                                      -x-
<PAGE>

                  12.1.5   Other. Except as provided above (in this Section
         12.1), or unless otherwise determined by the Committee at or after
         grant, if a Participant's employment by, or business relationship with,
         the Company or a Subsidiary terminates for any reason other than death,
         as provided above, the Award will terminate on the earlier to occur of
         the stated expiration date or 60 days after termination of the
         employment or business relationship. If a Participant dies during the
         60 day period following the termination of the employment or business
         relationship, any unexercised Award held by the Participant, or
         transferred by the Participant in accordance with Article 11, shall be
         exercisable, to the full extent that such Award was exercisable at the
         time of death, for a period of one year after the date of death of the
         Participant or until the expiration of the stated term of the Award,
         whichever occurs first.

         12.2     Acceleration of Vesting and Extension of Exercise Period Upon
Termination.

                  12.2.1   Notwithstanding anything contained in this Article
         12, upon the termination of employment of a Participant for reasons
         other than those provided in Sections 12.1.3 and 12.1.4, the Committee
         may, in its sole discretion, accelerate the vesting of all or part of
         any Awards held by such terminated Participant, or transferred by the
         Participant in accordance with Article 11, so that such Awards are
         fully or partially exercisable as of the date of termination, and may
         also extend the permitted exercise period of such Awards for up to five
         years from the date of termination, but in no event longer than the
         original expiration date of such Award.

                  12.2.2   Except as provided in Subsection 4.2, in no event
         will the continuation of the exercisability of an Award beyond the date
         of termination of employment allow the Eligible Employee, or his or her
         beneficiaries or heirs, to accrue additional rights under the Plan, or
         to purchase more Shares through the exercise of an Award than could
         have been purchased on the date that employment was terminated.

                             ARTICLE 13 - DEFERRALS

         The Committee may permit recipients of Awards to defer the distribution
of all or part of any Award in accordance with such terms and conditions as the
Committee shall establish.

                 ARTICLE 14 - TERMINATION OR AMENDMENT OF PLAN

         Notwithstanding any other provisions hereof to the contrary, the Board
may assume responsibilities otherwise assigned to the Committee and may at any
time, amend, in whole or in part, any provisions of this Plan, or suspend or
terminate it entirely; provided, however, that, unless otherwise required by
law, the rights of a Participant with respect to any Awards granted prior to
such amendment, suspension or termination may not be impaired without the
consent of such Participant. No amendment shall, without shareholder approval,
increase the number of shares available under the Plan, cause the Plan or any
Award granted under the Plan to fail to meet the conditions for exclusion of
application of the $1 million deduction limitation imposed by the Section 162(m)
of the Code or cause any Incentive Stock Option to fail to qualify as an
Incentive Stock Option as defined by Section 422 of the Code.

                        ARTICLE 15 - GENERAL PROVISIONS

         15.1     No Right to Continued Employment or Business Relationship.
Neither the establishment of the Plan nor the granting of any Award hereunder
shall confer upon any Participant any right to continue in the employ of, or in
any business relationship with, the Company or any Subsidiary, or interfere in
any way with the right of the Company or any Subsidiary to terminate such
employment or business relationship at any time.

                                      -xi-
<PAGE>

         15.2     Other Plans. The value of, or income arising from, any Awards
issued under this Plan shall not be treated as compensation for purposes of any
pension, profit sharing, life insurance, disability or other retirement or
welfare benefit plan now maintained or hereafter adopted by the Company or any
Subsidiary, unless such plan specifically provides to the contrary.

         15.3     Withholding of Taxes. The Company may deduct from any payment
to be made pursuant to this Plan, or to otherwise require, prior to the issuance
or delivery of any Shares or the payment of any cash to a Participant, payment
by the Participant of any federal, state, local or foreign taxes required by law
to be withheld. The Committee may permit any such withholding obligation to be
satisfied by reducing the number of Shares otherwise deliverable or by accepting
the delivery of previously owned Shares. Such withholding hereunder, however,
shall only be to the extent required to satisfy the minimum amount required to
be withheld by law or regulation. Any fraction of a Share required to satisfy
such tax obligations shall be disregarded and the amount due shall be paid
instead in cash by the Participant.

         15.4     Reimbursement of Taxes. The Committee may provide in its
discretion that the Company may reimburse a Participant for federal, state,
local and foreign tax obligations incurred as a result of the grant or exercise
of an Award issued under this Plan.

         15.5     Governing Law. This Plan and actions taken in connection with
it shall be governed by the laws of Michigan, without regard to the principles
of conflict of laws.

         15.6     Liability. No employee of the Company nor member of the
Committee or the Board shall be liable for any action or determination taken or
made in good faith with respect to the Plan or any Award granted hereunder and,
to the fullest extent permitted by law, all employees and members shall be
indemnified by the Company for any liability and expenses which may occur
through any claim or cause of action arising under or in connection with this
Plan or any Awards granted under this Plan.

                                     -xii-