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                                                                   EXHIBIT 10.68










                            1998 STOCK INCENTIVE PLAN

                                       OF

                                HAYES CORPORATION



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                            1998 STOCK INCENTIVE PLAN
                                       OF
                                HAYES CORPORATION

1.       PURPOSE

         The purpose of the 1998 Stock Incentive Plan of Hayes Corporation (the
"Plan") is to encourage and enable employees, and independent contractors of
Hayes Corporation (the "Corporation") and its related corporations to acquire or
to increase their holdings of common stock of the Corporation (the "Common
Stock") and other proprietary interests in the Corporation in order to promote a
closer identification of their interests with those of the Corporation and its
stockholders, thereby further stimulating their efforts to enhance the
efficiency, soundness, profitability, growth and stockholder value of the
Corporation. This purpose will be carried out through the granting of benefits
(collectively referred to herein as "Awards") to employees and independent
contractors, including the granting of incentive stock options ("Incentive
Options"), nonqualified stock options ("Nonqualified Options"), stock
appreciation rights ("SARs"), restricted stock awards ("Restricted Stock
Awards"), and restricted units ("Restricted Units") to such participants.
Incentive Options and Nonqualified Options shall be referred to herein
collectively as "Options." Restricted Stock Awards and Restricted Units shall be
referred to herein collectively as "Restricted Awards."

2.       ADMINISTRATION OF THE PLAN

         (a) The Plan shall be administered by the Compensation Committee of the
Board of Directors (the "Committee"); provided, however, that the Board of
Directors of the Corporation may, in its sole discretion, assume administration
of the Plan in whole or in part. (For the purposes herein, references to the
Committee shall also include the Board of Directors if it is acting in its
administrative capacity.) Unless the Board shall determine otherwise, the
Committee shall include no fewer than the minimum number of "non-employee
directors," as such term is defined in Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as may be
required by Rule 16b-3.

         (b) Any action of the Committee with respect to the Plan may be taken
by a written instrument signed by all of the members of the Committee and any
such action so taken by written consent shall be as fully effective as if it had
been taken by a majority of the members at a meeting duly held and called.
Subject to the provisions of the Plan, and unless authority is granted to the
chief executive officer as provided in Section 2(c), the Committee shall have
full and final authority in its discretion to take any action with respect to
the Plan including, without limitation, the authority (i) to determine all
matters relating to Awards, including selection of individuals to be granted
Awards, the types of Awards, the number of shares of the Common Stock, if any,
subject to an Award, and all terms, conditions, restrictions and limitations of
an Award; (ii) to prescribe the form or forms of the agreements evidencing any
Awards granted under the Plan; (iii) to establish, amend and rescind rules and
regulations for the administration of the Plan; and (iv) to construe and
interpret the Plan and agreements evidencing Awards granted under the Plan, to
establish and interpret rules and regulations for administering the Plan and to
make all other determinations deemed necessary or advisable for


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administering the Plan. The Committee shall also have authority, in its sole
discretion, to accelerate the date that any Award which was not otherwise
exercisable or vested shall become exercisable or vested in whole or in part
without any obligation to accelerate such date with respect to any other Award
granted to any recipient. In addition, the Committee shall have the authority
and discretion to establish terms and conditions of Awards as the Committee
determines to be necessary or appropriate to conform to the applicable
requirements or practices of jurisdictions outside of the United States.

3.       EFFECTIVE DATE

         The effective date of the Plan shall be May 8, 1998 (the "Effective
Date"). Awards may be granted under the Plan on and after the effective date,
but no Awards will be granted after May 7, 2008.

4.       SHARES OF STOCK SUBJECT TO THE PLAN; AWARD LIMITATIONS

         (a) The number of shares of Common Stock that may be issued pursuant to
Awards shall be 2,000,000 shares of authorized but unissued shares or treasury
shares of the Corporation, subject to adjustments and increases as provided in
this Section 4.

         (b) The Corporation hereby reserves sufficient authorized shares of
Common Stock to meet the grant of Awards hereunder. Any shares subject to an
Award which is subsequently forfeited, expires or is terminated may again be the
subject of an Award granted under the Plan. To the extent that any shares of
Common Stock subject to an Award are not delivered to a Participant (or his
beneficiary) because the Award is forfeited or canceled or because the Award is
settled in cash, such shares shall not be deemed to have been issued for
purposes of determining the maximum number of shares of Common Stock available
for issuance under the Plan. If the option price of an Option granted under the
Plan (or any prior plan of the Corporation or its predecessors) is satisfied by
tendering shares of Common Stock, only the number of shares issued net of the
shares of Common Stock tendered shall be deemed issued for purposes of
determining the maximum number of shares of Common Stock available for issuance
under the Plan.

         (c) If there is any change in the shares of Common Stock because of a
merger, consolidation or reorganization involving the Corporation or a related
corporation, or if the Board of Directors of the Corporation declares a stock
dividend or stock split distributable in shares of Common Stock, or if there is
a change in the capital stock structure of the Corporation or a related
corporation affecting the Common Stock, the number of shares of Common Stock
reserved for issuance under the Plan shall be correspondingly adjusted, and the
Committee shall make such adjustments to Awards or to any provisions of this
Plan as the Committee deems equitable to prevent dilution or enlargement of
Awards.

         (d) Subject to the terms of this Section 4, the following limitation
upon Awards shall apply:

                  In no event shall an employee be granted Awards under the Plan
         for more than 500,000 shares of Common Stock (or the equivalent value
         thereof based on the Fair Market Value of the Common Stock on the date
         of grant of the Award) during any calendar year.


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5.       ELIGIBILITY

         An Award may be granted only to an individual who satisfies the
following eligibility requirements on the date the Award is granted:

         (a) The individual is either (i) an employee of the Corporation or a
related corporation, or (ii) an independent contractor, consultant or advisor
(collectively, "independent contractors") providing services to the Corporation
or a related corporation. For this purpose, an individual shall be considered to
be an "employee" only if there exists between the individual and the Corporation
or a related corporation the legal and bona fide relationship of employer and
employee.

         (b) With respect to the grant of Incentive Options, the individual does
not own, immediately before the time that the Incentive Option is granted, stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Corporation. Notwithstanding the foregoing, an
individual who owns more than ten percent of the total combined voting power of
the Corporation may be granted an Incentive Option if the option price (as
determined pursuant to Section 6(b) herein, is at least 110% of the Fair Market
Value of the Common Stock (as defined in Section 6(b) herein), and the option
period (as defined in Section 6(c) herein) does not exceed five years. For this
purpose, an individual will be deemed to own stock which is attributable to him
under Section 424(d) of the Internal Revenue Code of 1986, as amended (the
"Code").

         (c) The individual, being otherwise eligible under this Section 5, is
selected by the Committee as an individual to whom an Award shall be granted (a
"Participant").

6.       OPTIONS

         (a) Grant of Options: Subject to the limitations of the Plan, the
Committee may in its sole and absolute discretion grant Options to such eligible
individuals in such numbers, upon such terms and at such times as the Committee
shall determine. Both Incentive Options and Nonqualified Options may be granted
under the Plan. To the extent necessary to comply with Section 422 of the Code
and related regulations, if an Option is designated as an Incentive Option but
does not qualify as such under Section 422 of the Code, the Option (or portion
thereof) shall be treated as a Nonqualified Option.

         (b) Option Price: The price per share at which an Option may be
exercised (the "option price") shall be established by the Committee at the time
the Option is granted and shall be set forth in the terms of the agreement
evidencing the grant of the Option; provided, that (i) in the case of an
Incentive Option, the option price shall be no less than the Fair Market Value
per share of the Common Stock on the date the Option is granted and (ii) in no
event shall the option price per share of any Option be less than the par value
per share of the Common Stock. In addition, the following rules shall apply:

                  (i) An Incentive Option shall be considered to be granted on
         the date that the Committee acts to grant the Option, or on any later
         date specified by the Committee as the effective date of the Option. A
         Nonqualified Option shall be considered to be granted on the date the
         Committee acts to grant the Option or any other date specified by the
         Committee as the date of grant of the Option.

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                  (ii) For the purposes of the Plan, the Fair Market Value of
         the shares shall be determined in good faith by the Committee in
         accordance with the following provisions: (A) if the shares of Common
         Stock are listed for trading on the New York Stock Exchange or the
         American Stock Exchange, the Fair Market Value shall be the closing
         sales price of the shares on the New York Stock Exchange or the
         American Stock Exchange (as applicable) on the date immediately
         preceding the date the Option is granted, or, if there is no
         transaction on such date, then on the trading date nearest preceding
         the date the Option is granted for which closing price information is
         available, and, provided further, if the shares are quoted on the
         Nasdaq National Market or the Nasdaq SmallCap Market of the Nasdaq
         Stock Market, the Fair Market Value shall be the closing sales price
         for such stock (or the closing bid, if no sales were reported) as
         quoted on such system on the date immediately preceding the date the
         Option is granted for which such information is available; or (B) if
         the shares of Common Stock are not listed or reported in any of the
         foregoing, then the Fair Market Value shall be determined by the
         Committee in accordance with the applicable provisions of Section
         20.2031-2 of the Federal Estate Tax Regulations, or in any other manner
         consistent with the Code and accompanying regulations.

                  (iii) In no event shall there first become exercisable by an
         employee in any one calendar year Incentive Options granted by the
         Corporation or any related corporation with respect to shares having an
         aggregate Fair Market Value (determined at the time an Incentive Option
         is granted) greater than $100,000.

         (c)      Option Period and Limitations on the Right to Exercise Options

                  (i) The term of an Option (the "option period") shall be
         determined by the Committee at the time the Option is granted. With
         respect to Incentive Options, such period shall not extend more than
         ten years from the date on which the Option is granted. Any Option or
         portion thereof not exercised before expiration of the option period
         shall terminate. The period during which an Option may be exercised
         shall be determined by the Committee at the time the Option is granted.

                  (ii) An Option may be exercised by giving written notice to
         the Corporation at such place as the Corporation shall direct. Such
         notice shall specify the number of shares to be purchased pursuant to
         an Option and the aggregate purchase price to be paid therefor, and
         shall be accompanied by the payment of such purchase price. Such
         payment shall be in the form of (A) cash; (B) shares of Common Stock
         owned by the Participant at the time of exercise; (C) shares of Common
         Stock withheld upon exercise; (D) delivery of written notice of
         exercise to the Corporation and delivery to a broker of written notice
         of exercise and irrevocable instructions to promptly deliver to the
         Corporation the amount of sale or loan proceeds to pay the option
         price; or (E) a combination of the foregoing methods, as elected by the
         Participant. Shares tendered or withheld in payment on the exercise of
         an Option shall be valued at their Fair Market Value on the date of
         exercise, as determined by the Committee by applying the provisions of
         Section 6(b)(ii).


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                  (iii) Notwithstanding Section 6(c)(i) herein, no Option
         granted to a Participant who was an employee at the time of grant shall
         be exercised unless the Participant is, at the time of exercise, an
         employee as described in Section 5(a), and has been an employee
         continuously since the date the Option was granted, subject to the
         following:

                           (A) An Option shall not be affected by any change in
                  the terms, conditions or status of the Participant's
                  employment, provided that the Participant continues to be an
                  employee of the Corporation or a related corporation.

                           (B) The employment relationship of a Participant
                  shall be treated as continuing intact for any period that the
                  Participant is on military or sick leave or other bona fide
                  leave of absence, provided that the period of such leave does
                  not exceed ninety days, or, if longer, as long as the
                  Participant's right to reemployment is guaranteed either by
                  statute or by contract. The employment relationship of a
                  Participant shall also be treated as continuing intact while
                  the Participant is not in active service because of
                  disability. The Committee shall determine whether a
                  Participant is disabled within the meaning of this paragraph.

                           (C) Unless an individual option agreement provides
                  otherwise, if the employment of a Participant is terminated
                  because of disability within the meaning of subparagraph (B),
                  or if the Participant dies while he is an employee or dies
                  after the termination of his employment because of disability,
                  the Option may be exercised only to the extent exercisable on
                  the date of the Participant's termination of employment or
                  death while employed (the "termination date"), except that the
                  Committee may in its discretion accelerate the date for
                  exercising all or any part of the Option which was not
                  otherwise exercisable on the termination date. The Option must
                  be exercised, if at all, prior to the first to occur of the
                  following, whichever shall be applicable: (X) the close of the
                  period of twelve months next succeeding the termination date;
                  or (Y) the close of the option period. In the event of the
                  Participant's death, such Option shall be exercisable by such
                  person or persons as shall have acquired the right to exercise
                  the Option by will or by the laws of intestate succession.

                           (D) Unless an individual option agreement provides
                  otherwise, if the employment of the Participant is terminated
                  for any reason other than disability (as defined in
                  subparagraph (B)) or death or for "cause," his Option may be
                  exercised to the extent exercisable on the date of such
                  termination of employment, except that the Committee may in
                  its discretion accelerate the date for exercising all or any
                  part of the Option which was not otherwise exercisable on the
                  date of such termination of employment. The Option must be
                  exercised, if at all, prior to the first to occur of the
                  following, whichever shall be applicable: (X) the close of the
                  period of 90 days next succeeding the


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                  termination date; or (Y) the close of the option period. If
                  the Participant dies following such termination of employment
                  and prior to the earlier of the dates specified in (X) or (Y)
                  of this subparagraph (D), the Participant shall be treated as
                  having died while employed under subparagraph (C) immediately
                  preceding (treating for this purpose the Participant's date of
                  termination of employment as the termination date). In the
                  event of the Participant's death, such Option shall be
                  exercisable by such person or persons as shall have acquired
                  the right to exercise the Option by will or by the laws of
                  intestate succession.

                           (E) Unless an individual option agreement provides
                  otherwise, if the employment of the Participant is terminated
                  for "cause," his Option shall lapse and no longer be
                  exercisable as of the effective time of his termination of
                  employment, as determined by the Committee. For purposes of
                  this subparagraph (E) and subparagraph (D), the Participant's
                  termination shall be for "cause" if such termination results
                  from the Participant's (X) dishonesty; (Y) refusal to perform
                  his duties for the Corporation; or (Z) engaging in conduct
                  that could be materially damaging to the Corporation without a
                  reasonable good faith belief that such conduct was in the best
                  interest of the Corporation. The determination of "cause"
                  shall be made by the Committee and its determination shall be
                  final and conclusive.

                           (F) Notwithstanding the foregoing, the Committee
                  shall have authority, in its discretion, to extend the period
                  during which an Option may be exercised; provided that, in the
                  event that any such extension shall cause an Incentive Option
                  to be designated as a Nonqualified Option, no such extension
                  shall be made without the prior written request and consent of
                  the Participant.


                  (iv) Notwithstanding Section 6(c)(i), herein, unless the
         individual option agreement provides otherwise, an Option granted to a
         Participant who was an independent contractor of the Corporation or a
         related corporation at the time of grant (and who does not thereafter
         become an employee, in which case he shall be subject to the provisions
         of Section 6(c)(iii) herein) may be exercised only to the extent
         exercisable on the date of the Participant's termination of service to
         the Corporation or a related corporation (unless the termination was
         for cause), and must be exercised, if at all, prior to the first to
         occur of the following, as applicable: (X) the close of the period of
         90 days next succeeding the termination date; or (Y) the close of the
         option period. If the services of such a Participant are terminated for
         cause (as defined in Section 6(c)(iii)(E) herein), his Option shall
         lapse and no longer be exercisable as of the effective time of his
         termination of services, as determined by the Committee.
         Notwithstanding the foregoing, the Committee may in its discretion
         accelerate the date for exercising all or any part of an Option which
         was not otherwise exercisable on the termination date or extend the
         period during which an Option may be exercised, or both.


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                  (v) A Participant or his legal representative, legatees or
         distributees shall not be deemed to be the holder of any shares subject
         to an Option unless and until certificates for such shares are
         delivered to him or them under the Plan.

                  (vi) Nothing in the Plan shall confer upon the Participant any
         right to continue in the service of the Corporation or a related
         corporation as an employee, director, or independent contractor or to
         interfere in any way with the right of the Corporation or a related
         corporation to terminate the Participant's employment or service at any
         time.

                  (vii) A certificate or certificates for shares of Common Stock
         acquired upon exercise of an Option shall be issued in the name of the
         Participant and distributed to the Participant (or his beneficiary) as
         soon as practicable following receipt of notice of exercise and payment
         of the purchase price.

         (d)      Nontransferability of Options

                  Options shall not be transferable other than by will or the
         laws of intestate succession. The designation of a beneficiary does not
         constitute a transfer. An Option shall be exercisable during the
         Participant's lifetime only by him or by his guardian or legal
         representative.

7.       STOCK APPRECIATION RIGHTS

         (a) Grant of SARs: Subject to the limitations of the Plan, the
Committee may in its sole and absolute discretion grant SARs to such eligible
individuals, in such numbers, upon such terms and at such times as the Committee
shall determine. SARs may be granted to an optionee of an Option (hereinafter
called a "Related Option") with respect to all or a portion of the shares of
Common Stock subject to the Related Option (a "Tandem SAR") or may be granted
separately to an eligible key employee (a "Freestanding SAR"). Subject to the
limitations of the Plan, SARs shall be exercisable in whole or in part upon
notice to the Corporation upon such terms and conditions as are provided in the
agreement relating to the grant of the SAR.

         (b) Tandem SARs: A Tandem SAR may be granted either concurrently with
the grant of the Related Option or (if the Related Option is a Nonqualified
Option) at any time thereafter prior to the complete exercise, termination,
expiration or cancellation of such Related Option. Tandem SARs shall be
exercisable only at the time and to the extent that the Related Option is
exercisable (and may be subject to such additional limitations on exercisability
as the Committee may provide in the agreement), and in no event after the
complete termination or full exercise of the Related Option. For purposes of
determining the number of shares of Common Stock that remain subject to such
Related Option and for purposes of determining the number of shares of Common
Stock in respect of which other Awards may be granted, upon the exercise of
Tandem SARs, the Related Option shall be considered to have been surrendered to
the extent of the number of shares of Common Stock with respect to which such
Tandem SARs are exercised. Upon the exercise or termination of the Related
Option, the Tandem SARs with respect thereto shall be canceled automatically to
the extent of the number of shares of Common Stock with respect to which the
Related Option was so exercised or terminated. Subject to the limitations of the
Plan, upon the exercise of a Tandem SAR, the Participant shall be entitled to
receive from the


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Corporation, for each share of Common Stock with respect to which the Tandem SAR
is being exercised, consideration equal in value to the excess of the Fair
Market Value of a share of Common Stock on the date of exercise over the Related
Option price per share; provided, that the Committee may, in any agreement
granting Tandem SARs, establish a maximum value payable for such SARs.

         (c) Freestanding SARs: Unless an individual agreement provides
otherwise, the base price of a Freestanding SAR shall be not less than 100% of
the Fair Market Value of the Common Stock (as determined in accordance with
Section 6(b)(ii) herein) on the date of grant of the Freestanding SAR. Subject
to the limitations of the Plan, upon the exercise of a Freestanding SAR, the
Participant shall be entitled to receive from the Corporation, for each share of
Common Stock with respect to which the Freestanding SAR is being exercised,
consideration equal in value to the excess of the Fair Market Value of a share
of Common Stock on the date of exercise over the base price per share of such
Freestanding SAR; provided, that the Committee may, in any agreement granting
Freestanding SARs, establish a maximum value payable for such SARs.

         (d) Exercise of SARs:

                  (i) Subject to the terms of the Plan, SARs shall be
         exercisable in whole or in part upon such terms and conditions as are
         provided in the agreement relating to the grant of the SAR. The period
         during which an SAR may be exercisable shall not exceed ten years from
         the date of grant or, in the case of Tandem SARs, such shorter option
         period as may apply to the Related Option. Any SAR or portion thereof
         not exercised before expiration of the period stated in the agreement
         relating to the grant of the SAR shall terminate.

                  (ii) SARs may be exercised by giving written notice to the
         Corporation at such place as the Committee shall direct. The date of
         exercise of the SAR shall mean the date on which the Corporation shall
         have received notice from the Participant of the exercise of such SAR.

                  (iii) No SAR may be exercised unless the Participant is, at
         the time of exercise, an eligible Participant, as described in Section
         5, and has been a Participant continuously since the date the SAR was
         granted, subject to the provisions of Sections 6(c)(iii) and (iv)
         herein.

         (e) Consideration; Election: The consideration to be received upon the
exercise of the SAR by the Participant shall be paid in cash, shares of Common
Stock (valued at Fair Market Value on the date of exercise of such SAR in
accordance with Section 6(b)(ii) herein) or a combination of cash and shares of
Common Stock, as elected by the Participant, subject to the terms of the Plan
and the applicable agreement. The Corporation's obligation arising upon the
exercise of the SAR may be paid currently or on a deferred basis with such
interest or earnings equivalent as the Committee may determine. A certificate or
certificates for shares of Common Stock acquired upon exercise of an SAR for
shares shall be issued in the name of the Participant (or his beneficiary) and
distributed to the Participant (or his beneficiary) as soon as practicable
following receipt of notice of exercise. No fractional shares of Common Stock
will be issuable upon exercise of the SAR and, unless otherwise provided in the
applicable agreement, the Participant will receive cash in lieu of fractional
shares.


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         (f) Limitations: The applicable SAR agreement shall contain such terms,
conditions and limitations consistent with the Plan as may be specified by the
Committee. Unless otherwise so provided in the applicable agreement or the Plan,
any such terms, conditions or limitations relating to a Tandem SAR shall not
restrict the exercisability of the Related Option.

         (g) Nontransferability:

                  (i) SARs shall not be transferable other than by will or the
         laws of intestate succession. The designation of a beneficiary does not
         constitute a transfer. SARs may be exercised during the Participant's
         lifetime only by him or by his guardian or legal representative.

                  (ii) If the Participant is subject to Section 16 of the
         Exchange Act, shares of Common Stock acquired upon exercise of an SAR
         may not, without the consent of the Committee, be disposed of by the
         Participant until the expiration of six months after the date the SAR
         was granted.

8.       RESTRICTED AWARDS

         (a) Grant of Restricted Awards: Subject to the limitations of the Plan,
the Committee may in its sole and absolute discretion grant Restricted Awards to
such individuals in such numbers, upon such terms and at such times as the
Committee shall determine. A Restricted Award may consist of a Restricted Stock
Award or a Restricted Unit, or both. Restricted Awards shall be payable in cash
or whole shares of Common Stock (including Restricted Stock), or partly in cash
and partly in whole shares of Common Stock, in accordance with the terms of the
Plan and the sole and absolute discretion of the Committee. The Committee may
condition the grant or vesting, or both, of a Restricted Award upon the
continued service of the Participant for a certain period of time, attainment of
such performance objectives as the Committee may determine, or upon a
combination of continued service and performance objectives. The Committee shall
determine the nature, length and starting date of the period during which the
Restricted Award may be earned (the "Restriction Period") for each Restricted
Award, which shall be as stated in the agreement to which the Award relates. In
the case of Restricted Awards based upon performance criteria, or a combination
of performance criteria and continued service, the Committee shall determine the
performance objectives to be used in valuing Restricted Awards and determine the
extent to which such Awards have been earned. Performance objectives may vary
from participant to participant and between groups of participants and shall be
based upon such Corporation, business unit and/or individual performance factors
and criteria as the Committee in its sole discretion may deem appropriate,
including, but not limited to, earnings per share, return on equity, return on
assets or total return to stockholders. The Committee shall determine the terms
and conditions of each Restricted Award, including the form and terms of payment
of Awards. The Committee shall have sole authority to determine whether and to
what degree Restricted Awards have been earned and are payable and to interpret
the terms and conditions of Restricted Awards and the provisions herein.

         (b) Earning of Restricted Awards: Unless the applicable agreement
provides otherwise, a Restricted Award granted to a Participant shall be deemed
to be earned as of the first to occur of the completion of the Restriction
Period, retirement, displacement, death or disability of the Participant, or
acceleration of the Restricted Award, provided that, in the case of Restricted
Awards based upon

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performance criteria or a combination of performance criteria and continued
service, the Committee shall have sole discretion to determine if, and to what
degree, the Restricted Awards shall be deemed earned at the end of the
Restriction Period or upon the retirement, displacement, death or disability of
the Participant. In addition, the following rules shall also apply to the
earning of Restricted Awards:

                  (i) Completion of Restriction Period: For this purpose, a
         Restricted Award shall be deemed to be earned upon completion of the
         Restriction Period (except as otherwise provided herein for
         performance- based Restricted Awards). In order for a Restricted Award
         to be deemed earned, the Participant must have been continuously
         employed or in service during the Restriction Period. Continuous
         employment or service shall mean employment with or service to any
         combination of the Corporation and one or more related corporations,
         and a temporary leave of absence with consent of the Corporation shall
         not be deemed to be a break in continuous employment or service.

                  (ii) Retirement of the Participant: For this purpose, the
         Participant shall be deemed to have retired as of the earlier of (A)
         his normal retirement date under the retirement plan established by the
         Corporation for its employees which is applicable to the Participant,
         or (B) his retirement date under a contract, if any, between the
         Participant and the Corporation providing for his retirement from the
         employment of the Corporation or a related corporation prior to such
         normal retirement date, or (C) a mutually agreed upon early retirement
         date under such retirement plan of the Corporation between the
         Participant and the Corporation.

                  (iii) Displacement of the Participant: For this purpose, the
         Participant shall be deemed to have been displaced in the event of the
         termination of the Participant's employment or service due to the
         elimination of the Participant's job or position without fault on the
         part of the Participant.

                  (iv) Death or Disability of the Participant: Except as
         otherwise provided herein for performance-based Restricted Awards, if
         the Participant shall terminate continuous employment or service
         because of death or disability before a Restricted Award is otherwise
         deemed to be earned pursuant to this Section 8(b), the Participant
         shall be deemed to have earned a percentage of the Award (rounded to
         the nearest whole share in the case of Restricted Awards payable in
         shares) determined by dividing the number of his full years of
         continuous employment or service then completed during the Restriction
         Period with respect to the Award by the number of years of such
         Restriction Period.

                  (v) Acceleration of Restricted Awards by the Committee:
         Notwithstanding the provisions of this Section 8(b), the Committee, in
         its sole and absolute discretion, may accelerate the date that any
         Restricted Award granted to the Participant shall be deemed to be
         earned in whole or in part, without any obligation to accelerate such
         date with respect to other Restricted Awards granted to the Participant
         or to accelerate such date with respect to Restricted Awards granted to
         any other Participant, or to treat all Participants similarly situated
         in the same manner.

         (c) Forfeiture of Restricted Awards: If the employment or service of a
Participant shall be terminated for any reason, and the Participant has not
earned all or part of a Restricted Award pursuant


                                      -10-

<PAGE>   12



to the terms herein, such Award to the extent not then earned shall be forfeited
immediately upon such termination and the Participant shall have no further
rights with respect thereto.

         (d) Dividend and Voting Rights; Share Certificates: A Participant shall
have no dividend rights or voting rights with respect to shares reserved in his
name pursuant to a Restricted Award payable in shares but not yet earned
pursuant to Section 8(b). A certificate or certificates for shares of Common
Stock representing a Restricted Award payable in shares shall be issued in the
name of the Participant and distributed to the Participant (or his beneficiary)
as soon as practicable following the date that the shares subject to the Award
are earned as provided in Section 8(b). No certificate shall be issued hereunder
in the name of the Participant (or his beneficiary) except to the extent the
shares represented thereby have been earned.

         (e) Nontransferability:

                  (i) The recipient of a Restricted Award shall not sell,
         transfer, assign, pledge or otherwise encumber shares subject to the
         Award until the Restriction Period has expired or until all conditions
         to vesting have been met.

                  (ii) Restricted Awards shall not be transferable other than by
         will or the laws of intestate succession. The designation of a
         beneficiary does not constitute a transfer.

                  (iii) If a Participant of a Restricted Award is subject to
         Section 16 of the Exchange Act, shares of Common Stock subject to such
         Award may not, without the consent of the Committee, be sold or
         otherwise disposed of within six months following the date of grant of
         such Award.

9.       WITHHOLDING

         The Corporation shall withhold all required local, state and federal
taxes from any amount payable in cash with respect to an Award. The Corporation
shall require any recipient of an Award payable in shares of the Common Stock to
pay to the Corporation in cash the amount of any tax or other amount required by
any governmental authority to be withheld and paid over by the Corporation to
such authority for the account of such recipient. Notwithstanding the foregoing,
the recipient may satisfy such obligation in whole or in part, and any other
local, state or federal income tax obligations relating to such an Award, by
electing (the "Election") to have the Corporation withhold shares of Common
Stock from the shares to which the recipient is entitled. The number of shares
to be withheld shall have a Fair Market Value as of the date that the amount of
tax to be withheld is determined (the "Tax Date") as nearly equal as possible to
(but not exceeding) the amount of such obligations being satisfied. Each
Election must be made in writing to the Committee in accordance with election
procedures established by the Committee.


                                      -11-

<PAGE>   13



10.      PERFORMANCE-BASED COMPENSATION

         To the extent that Section 162(m) of the Code is applicable, the
Committee shall have discretion to determine the extent, if any, that Awards
conferred under the Plan to Covered Employees, as such term is defined in
Section 14(b) herein, shall comply with the qualified performance-based
compensation exception to employer compensation deductions set forth in Section
162(m) of the Code.

11.      SECTION 16(B) COMPLIANCE

         It is the general intent of the Corporation that transactions under the
Plan which are subject to Section 16 of the Exchange Act shall comply with Rule
16b-3 under the Exchange Act. Notwithstanding anything in the Plan to the
contrary, the Committee, in its sole and absolute discretion, may bifurcate the
Plan so as to restrict, limit or condition the use of any provision of the Plan
to participants who are officers or directors subject to Section 16 of the
Exchange Act without so restricting, limiting or conditioning the Plan with
respect to other participants.

12.      NO RIGHT OR OBLIGATION OF CONTINUED EMPLOYMENT

         Nothing contained in the Plan shall require the Corporation or a
related corporation to continue the employment or service of a Participant, nor
shall any such individual be required to remain in the employment or service of
the Corporation or a related corporation. Except as otherwise provided in the
Plan, Awards granted under the Plan to employees of the Corporation shall not be
affected by any change in the duties or position of the participant, as long as
such individual remains an employee of, or in service to, the Corporation or a
related corporation.

13.      UNFUNDED PLAN; RETIREMENT PLANS

         (a) Neither a Participant nor any other person shall, by reason of the
Plan, acquire any right in or title to any assets, funds or property of the
Corporation or any related corporation including, without limitation, any
specific funds, assets or other property which the Corporation or any related
corporation, in their discretion, may set aside in anticipation of a liability
under the Plan. A participant shall have only a contractual right to the Common
Stock or amounts, if any, payable under the Plan, unsecured by any assets of the
Corporation or any related corporation. Nothing contained in the Plan shall
constitute a guarantee that the assets of such corporations shall be sufficient
to pay any benefits to any person.

         (b) In no event shall any amounts accrued, distributable or payable
under the Plan be treated as compensation for the purpose of determining the
amount of contributions or benefits to which any person shall be entitled under
any retirement plan sponsored by the Corporation or a related corporation that
is intended to be a qualified plan within the meaning of Section 401(a) of the
Code.


                                      -12-

<PAGE>   14



14.      CERTAIN DEFINITIONS

         For purposes of the Plan, the following terms shall have the meaning
indicated:

         (a) "Agreement" means any written agreement or agreements between the
Corporation and the recipient of an Award pursuant to the Plan relating to the
terms, conditions and restrictions of Options, SARs, Restricted Awards and any
other Awards conferred herein.

         (b) "Covered Employee" shall have the meaning given the term in Section
162(m) of the Code or the regulations thereunder.

         (c) "Disability" shall mean the inability to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death, or which has lasted or can
be expected to last for a continuous period of not less than twelve months.

         (d) "Parent" or "parent corporation" shall mean any corporation (other
than the Corporation) in an unbroken chain of corporations ending with the
Corporation if each corporation other than the Corporation owns stock possessing
50% or more of the total combined voting power of all classes of stock in
another corporation in the chain.

         (e) "Predecessor" or "predecessor corporation" means a corporation
which was a party to a transaction described in Section 424(a) of the Code (or
which would be so described if a substitution or assumption under that Section
had occurred) with the Corporation, or a corporation which is a parent or
subsidiary of the Corporation, or a predecessor of any such corporation.

         (f) "Related corporation" means any parent, subsidiary or predecessor
of the Corporation.

         (g) "Restricted Stock" shall mean shares of Common Stock which are
subject to Restricted Awards payable in shares, the vesting of which is subject
to restrictions set forth in the Plan or the agreement relating to such Award.

         (h) "Subsidiary" or "subsidiary corporation" means any corporation
(other than the Corporation) in an unbroken chain of corporations beginning with
the Corporation if each corporation other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in another corporation in the chain.

15.      AMENDMENT AND TERMINATION OF THE PLAN

         The Plan may be amended or terminated at any time by the Board of
Directors of the Corporation; provided, that (i) such amendment or termination
shall not, without the consent of the recipient of an Award, adversely affect
the rights of the recipient with respect to an outstanding Award; and (ii)
approval of an amendment by the stockholders of the Corporation shall only be
required in the event such stockholder approval of any such amendment is
required by applicable law, rule or regulation.


                                      -13-

<PAGE>   15



16.      RESTRICTIONS ON SHARES

         The Committee may impose such restrictions on any shares representing
Awards hereunder as it may deem advisable, including without limitation
restrictions under the Securities Act of 1933, as amended (the "Securities
Act"), under the requirements of any stock exchange or similar organization and
under any blue sky or state securities laws applicable to such shares.
Notwithstanding any other Plan provision to the contrary, the Corporation shall
not be obligated to issue or deliver shares of Common Stock under the Plan or
make any other distribution of benefits under the Plan, or take any other
action, unless such delivery, distribution or action is in compliance with all
applicable laws, rules and regulations (including but not limited to the
requirements of the Securities Act). The Corporation may cause a restrictive
legend to be placed on any certificate issued pursuant to an Award hereunder in
such form as may be prescribed from time to time by applicable laws and
regulations or as may be advised by legal counsel.

17.      APPLICABLE LAW

         The Plan shall be governed by and construed in accordance with the laws
of the State of Delaware.

18.      STOCKHOLDER APPROVAL

         The Plan is subject to approval by the stockholders of the Corporation,
which approval must occur, if at all, within 12 months of the effective date of
the Plan. Awards granted prior to such stockholder approval shall be conditioned
upon and shall be effective only upon approval of the Plan by such stockholders
on or before such date.

19.      CHANGE OF CONTROL

         (a) Notwithstanding any other provision of the Plan to the contrary, in
the event of a Change of Control (as defined in Section 19(b) herein):

                  (i) All Options and SARs outstanding as of the date of such
         Change of Control shall become fully exercisable, whether or not then
         otherwise exercisable.

                  (ii) Any restrictions including but not limited to the
         Restriction Period applicable to any Restricted Award shall be deemed
         to have expired, and such Restricted Awards shall become fully vested
         and payable to the fullest extent of the original grant of the
         applicable Award.

                  (iii) Notwithstanding the foregoing, in the event of a merger,
         share exchange, reorganization or other business combination affecting
         the Corporation or a related corporation, the Committee may, in its
         sole and absolute discretion, determine that any or all Awards granted
         pursuant to the Plan shall not vest or become exercisable on an
         accelerated basis, if the Board of Directors of the surviving or
         acquiring corporation, as the case may be, shall have taken such
         action, including but not limited to the assumption of Awards granted
         under the Plan or the grant


                                      -14-

<PAGE>   16



         of substitute awards (in either case, with substantially similar terms
         as Awards granted under the Plan), as in the opinion of the Committee
         is equitable or appropriate to protect the rights and interests of
         participants under the Plan. For the purposes herein, the Committee
         authorized to make the determinations provided for in this Section
         19(a)(iii) shall be appointed by the Board of Directors, two-thirds of
         the members of which shall have been directors of the Corporation prior
         to the merger, share exchange, reorganization or other business
         combinations affecting the Corporation or a related corporation.

         (b) For the purposes herein, unless an individual agreement provides
otherwise, a "Change of Control" shall be deemed to have occurred on the
earliest of the following dates:

                  (i) The date any entity or person shall have become the
         beneficial owner of, or shall have obtained voting control over, thirty
         percent (30%) or more of the outstanding Common Stock of the
         Corporation;

                  (ii) The date the stockholders of the Corporation approve a
         definitive agreement (A) to merge or consolidate the Corporation with
         or into another corporation, in which the Corporation is not the
         continuing or surviving corporation or pursuant to which any shares of
         Common Stock of the Corporation would be converted into cash,
         securities or other property of another corporation, other than a
         merger or consolidation of the Corporation in which holders of Common
         Stock immediately prior to the merger or consolidation have the same
         proportionate ownership of Common Stock of the surviving corporation
         immediately after the merger as immediately before, or (B) to sell or
         otherwise dispose of all or substantially all the assets of the
         Corporation; or

                  (iii) The date there shall have been a change in a majority of
         the Board of Directors of the Corporation within a 12-month period
         unless the nomination for election by the Corporation'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.

         (For purposes herein, the term "person" shall mean any individual,
         corporation, partnership, group, association or other person, as such
         term is defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange
         Act, other than the Corporation, a subsidiary of the Corporation or any
         employee benefit plan(s) sponsored or maintained by the Corporation or
         any subsidiary thereof, and the term "beneficial owner" shall have the
         meaning given the term in Rule 13d-3 under the Exchange Act.)


                                      -15-

<PAGE>   17



         IN WITNESS WHEREOF, this 1998 Stock Incentive Plan of Hayes
Corporation, is, by the authority of the Board of Directors of the Corporation,
executed in behalf of the Corporation, the 8th day of May, 1998.



                                       HAYES CORPORATION


                                       /s/ Dennis C. Hayes
                                       -------------------------
                                       Dennis C. Hayes, Chairman


ATTEST:
/s/ James A. Jones
-------------------------
James A. Jones, Secretary

[Corporate Seal]


                                      -16-

<PAGE>   18



                            1998 STOCK INCENTIVE PLAN
                              OF HAYES CORPORATION
                           (EMPLOYEE OPTION AGREEMENT)


         THIS AGREEMENT (the "Agreement"), made the _____ day of ____________,
____, between HAYES CORPORATION, a Delaware corporation (the "Corporation"), and
______________________, an employee of the Corporation or a related corporation
(the "Optionee");

                                   RECITALS:

         In furtherance of the purposes of the 1998 Stock Incentive Plan of
Hayes Corporation, as it may be hereafter amended (the "Plan"), the Corporation
and the Optionee hereby agree as follows:

         1. The rights and duties of the Corporation and the Optionee under this
Agreement shall in all respects be subject to and governed by the provisions of
the Plan, the terms of which are incorporated herein by reference.

         2. The Corporation hereby grants to the Optionee pursuant to the Plan,
as a matter of separate inducement and agreement in connection with his
employment or service to the Corporation, and not in lieu of any salary or other
compensation for his services, the right and Option (the "Option") to purchase
all or any part of an aggregate of _______________ (_________) shares (the
"shares") of the Common Stock of the Corporation, at an option price of
_____________________________ ($__________) per share. The Option to purchase
_____________ (_____) of the shares shall be designated as an Incentive Option.
The Option to purchase ________________ (_____) of the shares shall be
designated as a Nonqualified Option. To the extent that any Option is designated
as an Incentive Option and such Option does not qualify as an Incentive Option,
it shall be treated as a Nonqualified Option. Except as otherwise provided in
the Plan, the Option will expire if not exercised in full before ______________,
______________.

         3. The Option shall become exercisable on the date or dates set forth
on Schedule A attached hereto. To the extent that an Option which is exercisable
is not exercised, such Option shall accumulate and be exercisable by the
Optionee in whole or in part at any time prior to expiration of the Option. Upon
the exercise of an Option in whole or in part, the Optionee shall pay the option
price to the Corporation in accordance with the provisions of the Plan, and the
Corporation shall as soon thereafter as practicable deliver to the Optionee a
certificate or certificates for the shares purchased.

         4. Nothing contained in this Agreement or the Plan shall require the
Corporation or a related corporation to continue to employ the Optionee for any
particular period of time, nor shall it require the Optionee to remain in the
employ of the Corporation or such related corporation for any particular period
of time. Except as otherwise expressly provided in the Plan, all rights of the
Optionee under the Plan with respect to the unexercised portion of his Option
shall terminate upon termination of the employment of the Optionee with the
Corporation or a related corporation.



<PAGE>   19



         5. Except as may be otherwise provided in the Plan, this Option shall
not be transferable other than by will or the laws of intestate succession. This
Option shall be exercisable during the Optionee's lifetime only by the Optionee.

         6. This Agreement may be modified, amended or terminated only by the
written consent of the parties hereto.

         7. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective executors, administrators,
next-of-kin, successors and assigns.

         8. Except as otherwise provided in the Plan or herein, this Agreement
shall be construed and enforced according to the laws of the State of Delaware.


         IN WITNESS WHEREOF, this Agreement has been executed in behalf of the
Corporation and by the Optionee on the day and year first above written.


                                     HAYES CORPORATION


                                     By:
                                        ----------------------------------------
                                     Name:
                                          --------------------------------------
                                     Title:
                                           -------------------------------------

Attest:



Secretary

[Corporate Seal]

                                    OPTIONEE



                                    --------------------------------------(SEAL)


                                    Name:
                                         ---------------------------------------




                                       -2-

<PAGE>   20



                            1998 STOCK INCENTIVE PLAN
                              OF HAYES CORPORATION
                           (EMPLOYEE OPTION AGREEMENT)

                                   SCHEDULE A




Date Option granted: __________________, ______.
Date Option expires: __________________, ______.
Number of shares subject to Option: _______ shares.
Option price (per share): $________.



<TABLE>
<CAPTION>
Date Installment                    Number of Shares                                Incentive or
First Exercisable                    in Installment                          Nonqualified Stock Option
-----------------                   ----------------                         -------------------------
<S>                                 <C>                                      <C>

</TABLE>




<PAGE>   21



                            1998 STOCK INCENTIVE PLAN
                              OF HAYES CORPORATION
            (NON-EMPLOYEE DIRECTOR/INDEPENDENT CONTRACTOR AGREEMENT)


         THIS AGREEMENT (the "Agreement"), made the ______ day of ____________,
____, between HAYES CORPORATION, a Delaware corporation (the "Corporation"), and
______________________ (the "Optionee");

                                   RECITALS:
                             

         In furtherance of the purposes of the 1998 Stock Incentive Plan of
Hayes Corporation, as it may be hereafter amended (the "Plan"), the Corporation
and the Optionee hereby agree as follows:

         1. The rights and duties of the Corporation and the Optionee under this
Agreement shall in all respects be subject to and governed by the provisions of
the Plan, the terms of which are incorporated herein by reference.

         2. The Corporation hereby grants to the Optionee pursuant to the Plan,
as a matter of separate inducement and agreement in connection with his services
to the Corporation or a related corporation, and not in lieu of any salary or
other compensation for his services, the right and Option (the "Option") to
purchase all or any part of an aggregate of _______________ (_________) shares
(the "shares") of the Common Stock of the Corporation, at an option price of
__________________________ ($__________) per share. The Option shall be
designated as a Nonqualified Option. Except as otherwise provided in the Plan,
the Option will expire if not exercised in full before ____________, ________.

         3. The Option shall become exercisable on the date or dates shown on
Schedule A. To the extent that an Option which is exercisable is not exercised,
such Option shall accumulate and be exercisable by the Optionee in whole or in
part at any time prior to expiration of the Option. Upon the exercise of an
Option in whole or in part, the Optionee shall pay the option price to the
Corporation in accordance with the provisions of the Plan, and the Corporation
shall as soon thereafter as practicable deliver to the Optionee a certificate or
certificates for the shares purchased.

         4. Nothing contained in this Agreement or the Plan shall require the
Corporation or a related corporation to continue to require the services of the
Optionee for any particular period of time, nor shall it require the Optionee to
remain in service to the Corporation or such related corporation for any
particular period of time. Except as otherwise expressly provided in the Plan,
all rights of the Optionee under the Plan with respect to the unexercised
portion of his Option shall terminate upon termination of the service of the
Optionee with the Corporation or a related corporation.

         5. Except as may be otherwise provided by the Plan, this Option shall
not be transferable other than by will or the laws of intestate succession. This
Option shall be exercisable during the Optionee's lifetime only by the Optionee.



<PAGE>   22



         6. This Agreement may be modified, amended or terminated only by the
written consent of the parties hereto.

         7. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective executors, administrators,
next-of-kin, successors and assigns.

         8. Except as otherwise provided herein or in the Plan, this Agreement
shall be construed and enforced according to the laws of the State of Delaware.


         IN WITNESS WHEREOF, this Agreement has been executed in behalf of the
Corporation and by the Optionee on the day and year first above written.


                                     HAYES CORPORATION



                                     By:
                                        ----------------------------------------
                                     Name:
                                          --------------------------------------
                                     Title:
                                           -------------------------------------

Attest:



Secretary

[Corporate Seal]

                                    OPTIONEE


                                                                          (SEAL)
                                    --------------------------------------


                                    Name:
                                         ---------------------------------------


                                       -2-

<PAGE>   23


                            1998 STOCK INCENTIVE PLAN
                              OF HAYES CORPORATION
            (NON-EMPLOYEE DIRECTOR/INDEPENDENT CONTRACTOR AGREEMENT)

                                   SCHEDULE A




Date Option granted: __________________, _____.
Date Option expires: __________________, _____.
Number of shares subject to Option: _______ shares.
Option price (per share): $________.


<TABLE>
<CAPTION>
                  Date Installment                   Number of Shares
                  First Exercisable                   in Installment
                  -----------------                  ----------------
                  <S>                                <C>

</TABLE>