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                                                                    EXHIBIT 4.12

                           iDINE REWARDS NETWORK INC.
                          1996 LONG-TERM INCENTIVE PLAN
                  (including amendments through March 8, 2002)

1.        Purpose. The purpose of this 1996 Long-Term Incentive Plan (the
"Plan") of iDine Rewards Network Inc., a Delaware corporation (the "Company"),
is to advance the interests of the Company and its stockholders by providing a
means to attract, retain, and reward directors, officers and other key employees
and consultants of the Company and its subsidiaries (including consultants
providing services of substantial value) and to enable such persons to acquire
or increase a proprietary interest in the Company, thereby promoting a closer
identity of interests between such persons and the Company's stockholders.

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

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

     (b)  "Beneficiary" shall mean the person, persons, trust, or trusts which
have been designated by a Participant in his or her most recent written
beneficiary designation filed with the Committee to receive the benefits
specified under this Plan upon such Participant's death or, if there is no
designated Beneficiary or surviving designated Beneficiary, then the person,
persons, trust, or trusts entitled by will or the laws of descent and
distribution to receive such benefits.

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

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

          (i)     any person (as defined in Sections 3(a)(9) and 13(d)(3) of the
Exchange Act), other than the Company or an employee benefit plan of the
Company, acquires directly or indirectly the beneficial ownership (within the
meaning of Rule 13d-3 promulgated pursuant to the Exchange Act) of any voting
security of the Company and immediately after such acquisition such person is,
directly or indirectly, the beneficial owner of voting securities representing
50 percent or more of the total voting power of all of the then-outstanding
voting securities of the Company;

          (ii)    the individuals (A) who constitute the Board as of the date
this Plan is adopted by the Board (the "Original Directors") or (B) who
thereafter are elected to the Board and whose election, or nomination for
election, to the Board was approved by a vote of at least two-thirds (2/3) of
the Original Directors then still in office (such directors becoming "Additional
Original Directors" immediately following their election) or (C) who are elected
to the Board and whose election, or

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nomination for election, to the Board was approved by a vote of at least
two-thirds (2/3) of the Original Directors and Additional Original Directors
then still in office (such directors also becoming "Additional Original
Directors" immediately following their election) (such individuals being the
"Continuing Directors"), cease for any reason to constitute a majority of the
members of the Board;

          (iii)   the stockholders of the Company shall approve a merger,
consolidation, recapitalization, or reorganization of the Company, a reverse
stock split of outstanding voting securities, or consummation of any such
transaction if stockholder approval is not sought or obtained, other than any
such transaction which would result in at least 75 percent of the total voting
power represented by the voting securities of the surviving entity outstanding
immediately after such transaction being beneficially owned (within the meaning
of Rule 13d-3 promulgated pursuant to the Exchange Act) by at least 75 percent
of the holders of outstanding voting securities of the Company immediately prior
to the transaction, with the voting power of each such continuing holder
relative to other such continuing holders not substantially altered in the
transaction; or

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

     (e)  "Code" means the Internal Revenue Code of 1986, as amended from time
to time. References to any provision of the Code shall be deemed to include
regulations thereunder and successor provisions and regulations thereto.

     (f)  "Committee" means the Compensation Committee of the Board, or such
other Board committee as may be designated by the Board to administer the Plan;
provided, however, that to the extent necessary to comply with Rule 16b-3, the
Committee shall consist of two or more directors, each of whom is a
"disinterested person" within the meaning of Rule 16b-3.

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

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

     (i)  "ISO" means any Option intended to be and designated as an incentive
stock option within the meaning of Section 422 of the Code.

     (j)  "Non-Employee Director" shall mean a member of the Board who is not
otherwise an employee of the Company or any subsidiary.

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

     (l)  "Rule 16b-3" means Rule 16b-3, as from time to time in effect and
applicable to the Plan and Participants, promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act.

     (m)  "Stock" means the Common Stock, $.02 par value, of the Company and
such other securities as may be substituted for Stock or such other securities
pursuant to Section

3.        Administration.

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

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

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

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

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

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

          (vi)    To prescribe the form of each Award Agreement, which need not
be identical for each Participant;

          (vii)   to adopt, amend, suspend, waive, and rescind such rules and
regulations and appoint such agents as the Committee may deem necessary or
advisable to administer the Plan;

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

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

Other provisions of the Plan notwithstanding, the Board shall perform the
functions of the Committee for purposes of granting awards to directors who
serve on the Committee (subject to Section 8), and may perform any function of
the Committee under the Plan for any other purpose, including without limitation
for the purpose of ensuring that transactions under the Plan by Participants who
are then subject to Section 16 of the Exchange Act in respect of the Company are
exempt under Rule 16b-3. In any case in which the Board is performing a function
of the Committee under the Plan, each reference to the Committee herein shall be
deemed to refer to the Board, except where the context otherwise requires.

     (b)  Manner of Exercise of Committee Authority. Any action of the Committee
with respect to the Plan shall be final, conclusive, and binding on all persons,
including the Company, subsidiaries of the Company, Participants, any person
claiming any rights under the Plan from or through any Participant, and
stockholders. The express grant of any specific power to the Committee, and the
taking of any action by the Committee, shall not be construed as limiting any
power or authority of the Committee. The Committee may delegate to officers or
managers of the Company or any subsidiary of the Company the authority, subject
to such terms as the Committee shall determine, to perform such functions as the
Committee may determine, to the extent permitted under applicable law.

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

4.        Stock Subject to Plan.

     (a)  Amount of Stock Reserved. The total amount of Stock that may be
subject to outstanding Awards, determined immediately after the grant of any
Award, shall not exceed 3,505,966. Notwithstanding the foregoing, the number of
shares that may be delivered upon the exercise of ISOs shall not exceed
2,505,966 provided, however, that shares subject to ISOs shall not be deemed
delivered if such Awards are forfeited, expire or otherwise terminate without
delivery of shares to the Participant. If an Award valued by reference to Stock
may only be settled in cash, the number of shares to which such Award relates
shall be deemed to be Stock subject to such Award for purposes of this Section
4(a). Any shares of Stock delivered pursuant to an Award may consist, in whole
or in part, of authorized and unissued shares or treasury shares.

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     (b)  Annual Per-Participant Limitations. During any calendar year, no
Participant may be granted Options and other Awards under the Plan that may be
settled by delivery of more than 250,000 shares of Stock, subject to adjustment
as provided in Section 4(c). In addition, with respect to Awards that may be
settled in cash (in whole or in part), no Participant may be paid during any
calendar year cash amounts relating to such Awards that exceed the greater of
the Fair Market Value of the number of shares of Stock set forth in the
preceding sentence at the date of grant or the date of settlement of Award. This
provision sets forth two separate limitations, so that awards that may be
settled solely by delivery of Stock will not operate to reduce the amount of
cash-only Awards, and vice versa; nevertheless, Awards that may be settled in
Stock or cash must not exceed either limitation.

     (c)  Adjustments. In the event that the Committee shall determine that any
dividend or other distribution (whether in the form of cash, Stock, or other
property), recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects the Stock such that an
adjustment is appropriate in order to prevent dilution or enlargement of the
rights of Participants under the Plan, then the Committee shall, in such manner
as it may deem equitable, adjust any or all of (i) the number and kind of shares
of Stock reserved and available for Awards under Section 4(a), (ii) the number
and kind of shares of outstanding Restricted Stock or other outstanding Award in
connection with which shares have been issued, (iii) the number and kind of
shares that may be issued in respect of other outstanding Awards, (iv) the
exercise price, grant price, or purchase price relating to any Award (or, if
deemed appropriate, the Committee may make provision for a cash payment with
respect to any outstanding Award), (v) the number of shares with respect to
which Options and SARs may be granted to a Participant in any calendar year, as
set forth in Section 4(b), and (vi) the number and kind of shares to be subject
to Options granted pursuant to Section 6(i). In addition, the Committee is
authorized to make adjustments in the terms and conditions of, and the criteria
included in, Awards in recognition of unusual or nonrecurring events (including,
without limitation, events described in the preceding sentence) affecting the
Company or any subsidiary or the financial statements of the Company or any
subsidiary, or in response to changes in applicable laws, regulations, or
accounting principles. The foregoing notwithstanding, without the consent of the
Participant, no adjustments shall be authorized under this Section 4(c) with
respect to ISOs to the extent that such adjustment would cause such ISOs to fail
to qualify as ISOs.

5.        Eligibility. Directors, executive officers and other key employees of
the Company and its subsidiaries, and persons who provide consulting or other
services to the Company deemed by the Committee to be of substantial value to
the Company, are eligible to be granted Awards under the Plan. In addition, a
person who has been offered employment by the Company or its subsidiaries, and a
person who is employed by an entity expected to become a subsidiary, is eligible
to be granted an Award under the Plan, provided that such Award shall be
canceled if such person fails to commence such employment, or if such entity
fails to become a subsidiary, and no payment of value may be made in connection
with such Award until such person has commenced such employment or until such
entity has become a subsidiary.

6.        Specific Terms of Awards.

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     (a)  General. Awards may be granted on the terms and conditions set forth
in this Section 6. In addition, the Committee may impose on any Award or the
exercise thereof, at the date of grant or thereafter (subject to Section 8(e)),
such additional terms and conditions, not inconsistent with the provisions of
the Plan, as the Committee shall determine, including terms requiring forfeiture
of Awards in the event of termination of employment or service of the
Participant.

     (b)  Options. The Committee is authorized to grant Options to Participants
(including "reload" options automatically granted to offset specified exercises
of options) on the following terms and conditions:

          (i)     Exercise Price. The exercise price per share of Stock
purchasable under an Option shall be determined by the Committee; provided,
however, that, the exercise price of an ISO shall be not less than 100 percent
(110 percent in the case of an ISO granted to a person who owns (within the
meaning of Section 422(b)(6) of the Code) 10 percent of the Stock) of the Fair
Market Value of a share on the date of grant of such Option.

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

          (iii)   ISOs. The terms of any ISO granted under the Plan shall comply
in all respects with the provisions of Section 422 of the Code, including but
not limited to the requirement that no ISO shall be granted more than ten years
after the effective date of the Plan. Anything in the Plan to the contrary
notwithstanding, no term of the Plan relating to ISOs shall be interpreted,
amended, or altered, nor shall any discretion or authority granted under the
Plan be exercised, so as to disqualify either the Plan or any ISO under Section
422 of the Code.

          (iv)    Termination of Employment. Unless otherwise determined by the
Committee, upon termination of a Participant's employment with the Company and
its subsidiaries for any reason other than death, disability (within the meaning
of Section 22(e)(3) of the Code) or cause, such Participant may exercise any
Options during the 90-day period following such termination of employment. In
the event such termination is on account of death or disability, the Participant
may exercise any Options during the one-year period following such termination.
If the Committee determines that termination of employment is for cause, all
Options held by the Participant shall immediately terminate. In any case where
Options remain exercisable following termination of employment, such Options
shall be exercisable only to the extent exercisable immediately prior to such
termination of employment.

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

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

          (ii)    Other Terms. The Committee shall determine the time or times
at which an SAR may be exercised in whole or in part, the method of exercise,
method of settlement, form of consideration payable in settlement, method by
which Stock will be delivered or deemed to be delivered to Participants, whether
or not an SAR shall be in tandem with any other Award, and any other terms and
conditions of any SAR. Limited SARs that may only be exercised upon the
occurrence of a Change in Control may be granted on such terms, not inconsistent
with this Section 6(c), as the Committee may determine. Limited SARs may be
either freestanding or in tandem with other Awards. Notwithstanding anything
contained herein to the contrary, no award shall be an SAR unless the Award
Agreement explicitly so provides.

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

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

          (ii)    Forfeiture. Except as otherwise determined by the Committee,
upon termination of employment or service (as determined under criteria
established by the Committee) during the applicable restriction period,
Restricted Stock that is at that time subject to restrictions shall be forfeited
and reacquired by the Company; provided, however, that the Committee may
provide, by rule or regulation or in any Award Agreement, or may determine in
any individual case, that restrictions or forfeiture conditions relating to
Restricted Stock will be waived in whole or in part in the event of termination
resulting from specified causes.

          (iii)   Certificates for Stock. Restricted Stock granted under the
Plan may be evidenced in such manner as the Committee shall determine. If
certificates representing Restricted Stock are registered in the name of the
Participant, such certificates shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Restricted Stock, the
Company shall retain physical possession of the certificate, and the Participant
shall have delivered a stock power to the Company, endorsed in blank, relating
to the Restricted Stock.

          (iv)    Dividends. Dividends paid on Restricted Stock shall be either
paid at the dividend payment date in cash or in shares of unrestricted Stock
having a Fair Market Value equal to

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the amount of such dividends, or the payment of such dividends shall be deferred
and/or the amount or value thereof automatically reinvested in additional
Restricted Stock, other Awards, or other investment vehicles, as the Committee
shall determine or permit the Participant to elect. Stock distributed in
connection with a Stock split or Stock dividend, and other property distributed
as a dividend, shall be subject to restrictions and a risk of forfeiture to the
same extent as the Restricted Stock with respect to which such Stock or other
property has been distributed.

     (e)  Deferred  Stock.  The Committee is authorized to grant  Deferred Stock
to Participants, subject to the following terms and conditions:

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

          (ii)    Forfeiture. Except as otherwise determined by the Committee,
upon termination of employment or service (as determined under criteria
established by the Committee) during the applicable deferral period or portion
thereof to which forfeiture conditions apply (as provided in the Award Agreement
evidencing the Deferred Stock), all Deferred Stock that is at that time subject
to deferral (other than a deferral at the election of the Participant) shall be
forfeited; provided, however, that the Committee may provide, by rule or
regulation or in any Award Agreement, or may determine in any individual case,
that restrictions or forfeiture conditions relating to Deferred Stock will be
waived in whole or in part in the event of termination resulting from specified
causes.

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

     (g)  Dividend Equivalents. The Committee is authorized to grant Dividend
Equivalents to a Participant, entitling the Participant to receive cash, Stock,
other Awards, or other property equal in value to dividends paid with respect to
a specified number of shares of Stock. Dividend Equivalents may be awarded on a
free-standing basis or in connection with another Award. The Committee may
provide that Dividend Equivalents shall be paid or distributed when accrued or
shall be deemed to have been reinvested in additional Stock, Awards, or other
investment vehicles, and subject to such restrictions on transferability and
risks of forfeiture, as the Committee may specify.

     (h)  Other Stock-Based Awards. The Committee is authorized, subject to
limitations under applicable law, to grant to Participants such other Awards
that may be denominated or payable in, valued in whole or in part by reference
to, or otherwise based on, or related to, Stock and factors that may influence
the value of Stock, as deemed by the Committee to be consistent with the
purposes of the Plan, including, without limitation, convertible or exchangeable
debt securities, other rights convertible or exchangeable into Stock, purchase
rights for Stock, Awards with value and payment contingent upon performance of
the Company or any other factors designated by the Committee, and

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Awards valued by reference to the book value of Stock or the value of securities
of or the performance of specified subsidiaries. The Committee shall determine
the terms and conditions of such Awards. Stock issued pursuant to an Award in
the nature of a purchase right granted under this Section 6(h) shall be
purchased for such consideration, paid for at such times, by such methods, and
in such forms, including, without limitation, cash, Stock, other Awards, or
other property, as the Committee shall determine. Cash awards, as an element of
or supplement to any other Award under the Plan, may be granted pursuant to this
Section 6(h).

     (i)  Non-Employee Directors Options.

          (i)     On the day after the Company's annual meeting of stockholders
at which the Plan is approved, each person who is then a Non-Employee Director
shall receive, without the exercise of the discretion of any person, a
non-qualified stock option under the Plan relating to the purchase of 5,000
shares of Stock. Thereafter, each person who becomes a Non-Employee Director
shall receive a non-qualified stock option under the Plan relating to the
purchase of 5,000 shares of Stock on the day after the date that he becomes a
Non-Employee Director. On the day after each of the Company's annual meetings
occurring in 1997 and thereafter, each person who is a Non-Employee Director on
any such day shall receive, without the exercise of the discretion of any
person, a non-qualified stock option under the Plan relating to the purchase of
5,000 shares of Stock, plus an additional 500 shares for each full year of
service as a Non-Employee Director performed from the date that the Plan was
approved by the Company's stockholders to the date of such annual meeting,
provided, however, that any Non-Employee Director who was granted an Option
pursuant to the preceding sentence within 30 days of the date of an annual
meeting shall be not be granted an Option pursuant to this sentence on the day
after such annual meeting. In the event that there are not sufficient shares
available under this Plan to allow for the grant to each Non-Employee Director
of an Option for the number of shares provided herein, each Non-Employee
Director shall receive an Option for his pro rata share of the total number of
shares of Stock available under the Plan.

          (ii)    The exercise price of each share of Stock subject to an Option
granted to a Non-Employee Director shall equal the Fair Market Value of a share
of Stock on the date such Option is granted. Payment of the exercise price for
the shares being purchased shall be made in cash, Stock, or a combination of
both.

          (iii)   Each Option granted to a Non-Employee Director shall be
exercisable in full one year from the date the Option is granted, and shall have
a term of ten years from such date. Upon a Non-Employee Director's cessation of
service as a Non-Employee Director, the Option, to the extent it was exercisable
upon such cessation, shall remain exercisable for a period of 90 days (one year
in the event such cessation is on account of death or disability). A
Non-Employee Director's removal for cause shall result in an immediate
termination of all Options. For purposes of this clause (iii), "cause" shall
mean the director's fraud, intentional misrepresentation, or embezzlement
committed against the Company, its agents or employees, or otherwise in
connection with his or her service as a director of the Company, the director's
misappropriation or conversion of assets or opportunities of the Company or its
subsidiaries, or the director's conviction of a crime, whether or not in
connection with his or her service as a director, other than a traffic
infraction or other violation not deemed a felony or misdemeanor.

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7.        Certain Provisions Applicable to Awards.

     (a)  Stand-Alone, Additional, Tandem, and Substitute Awards. Awards granted
under the Plan may, in the discretion of the Committee, be granted either alone
or in addition to, in tandem with, or in substitution for, any other Award
granted under the Plan or any award granted under any other plan of the Company,
any subsidiary, or any business entity to be acquired by the Company or a
subsidiary, or any other right of a Participant to receive payment from the
Company or any subsidiary. Awards granted in addition to or in tandem with other
Awards or awards may be granted either as of the same time as or a different
time from the grant of such other Awards or awards.

     (b)  Term of Awards. The term of each Award shall be for such period as may
be determined by the Committee; provided, however, that in no event shall the
term of any ISO or an SAR granted in tandem therewith exceed a period of ten
years from the date of its grant (or such shorter period as may be applicable
under Section 422 of the Code).

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

     (d)  Rule 16b-3 Compliance.

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

          (ii)    Other Compliance Provisions. With respect to a Participant who
is then subject to Section 16 of the Exchange Act in respect of the Company, the
Committee shall implement transactions under the Plan and administer the Plan in
a manner that will ensure that each transaction by such a Participant is exempt
from liability under Rule 16b-3, except that such a Participant may be permitted
to engage in a non-exempt transaction under the Plan if written notice has been
given to the Participant regarding the non-exempt nature of such transaction.
The Committee may authorize the Company to repurchase any Award or shares of
Stock resulting from any Award in order to prevent a Participant who is subject
to Section 16 of the Exchange Act from incurring liability under Section 16(b).
Unless otherwise specified by the Participant, equity securities, including
derivative securities, acquired under the Plan which are disposed of by a
Participant shall be deemed to be disposed of in the order acquired by the
Participant.

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

     (f)  Performance-Based Awards. The Committee may, in its discretion,
designate any Award the exercisability or settlement of which is subject to the
achievement of performance conditions as a performance-based Award subject to
this Section 7(f), in order to qualify such Award as "qualified
performance-based compensation" within the meaning of Section 162(m) of the Code
and regulations thereunder. The performance objectives for an Award subject to
this Section 7(f) shall consist of one or more business criteria and a targeted
level or levels of performance with respect to such criteria, as specified by
the Committee but subject to this Section 7(f). Performance objectives shall be
objective and shall otherwise meet the requirements of Section 162(m)(4)(C) of
the Code and regulations thereunder. Business criteria used by the Committee in
establishing performance objectives for Awards subject to this Section 7(f)
shall be selected exclusively from among the following:

                  (1)   Annual return on capital;

                  (2)   Annual earnings per share;

                  (3)   Annual cash flow provided by operations;

                  (4)   Changes in annual revenues; and/or

                  (5)   Strategic business criteria, consisting of one or more
objectives based on meeting specified revenue, market penetration, geographic
business expansion goals, cost targets, and goals relating to acquisitions or
divestitures.

The levels of performance required with respect to such business criteria may be
expressed in absolute or relative levels. Achievement of performance objectives
with respect to such Awards shall be measured over a period of not less than one
year nor more than five years, as the Committee may specify. Performance
objectives may differ for such Awards to different Participants. The Committee
shall specify the weighting to be given to each performance objective for
purposes of determining the final amount payable with respect to any such Award.
The Committee may, in its discretion, reduce the amount of a payout otherwise to
be made in connection with an Award subject to this Section 7(f), but may not
exercise discretion to increase such amount, and the Committee may consider
other performance criteria in exercising such discretion. All determinations by
the

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Committee as to the achievement of performance objectives shall be in writing.
The Committee may not delegate any responsibility with respect to an Award
subject to this Section 7(f).

     (g)  Acceleration upon a Change of Control. Notwithstanding anything
contained herein to the contrary, unless otherwise provided by the Committee in
an Award Agreement, all conditions and/or restrictions relating to the continued
performance of services and/or the achievement of performance objectives with
respect to the exercisability or full enjoyment of an Award shall immediately
lapse upon a Change in Control.

8.        General Provisions.

     (a)  Compliance With Laws and Obligations. The Company shall not be
obligated to issue or deliver Stock in connection with any Award or take any
other action under the Plan in a transaction subject to the registration
requirements of the Securities Act of 1933, as amended, or any other federal or
state securities law, any requirement under any listing agreement between the
Company and any national securities exchange or automated quotation system, or
any other law, regulation, or contractual obligation of the Company, until the
Company is satisfied that such laws, regulations, and other obligations of the
Company have been complied with in full. Certificates representing shares of
Stock issued under the Plan will be subject to such stop-transfer orders and
other restrictions as may be applicable under such laws, regulations, and other
obligations of the Company, including any requirement that a legend or legends
be placed thereon.

     (b)  Limitations on Transferability. Awards and other rights under the
Plan, including any Award or right which constitutes a derivative security as
generally defined in Rule 16a-1(c) under the Exchange Act, will not be
transferable by a Participant except by will or the laws of descent and
distribution (or to a designated Beneficiary in the event of the Participant's
death), and, if exercisable, shall be exercisable during the lifetime of a
Participant only by such Participant or his guardian or legal representative;
provided, however, that such Awards and other rights (other than ISOs and SARs
in tandem therewith) may be transferred to one or more Beneficiaries during the
lifetime of the Participant in connection with the Participant's estate
planning, and may be exercised by such transferees in accordance with the terms
of such Award, consistent with the registration of the offer and sale of Stock
on Form S-8 or Form S-3 or a successor registration form of the Securities and
Exchange Commission, and permitted by the Committee. Awards and other rights
under the Plan may not be pledged, mortgaged, hypothecated, or otherwise
encumbered, and shall not be subject to the claims of creditors.

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

     (d)  Taxes. The Company and any subsidiary is authorized to withhold from
any Award granted or to be settled, any delivery of Stock in connection with an
Award, any other payment relating to an Award, or any payroll or other payment
to a Participant amounts of withholding and other taxes due or potentially
payable in connection with any transaction involving an Award, and to take such
other action as the Committee may deem advisable to enable the Company and
Participants to

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satisfy obligations for the payment of withholding taxes and other tax
obligations relating to any Award. This authority shall include authority to
withhold or receive Stock or other property and to make cash payments in respect
thereof in satisfaction of a Participant's tax obligations; in such case, the
shares withheld shall be deemed to have been delivered for purposes of Section
4(a).

     (e)  Changes to the Plan and Awards. The Board may amend, alter, suspend,
discontinue, or terminate the Plan or the Committee's authority to grant Awards
under the Plan without the consent of stockholders or Participants, except that
any such action shall be subject to the approval of the Company's stockholders
at or before the next annual meeting of stockholders for which the record date
is after such Board action if such stockholder approval is required by any
federal or state law or regulation or the rules of any stock exchange or
automated quotation system on which the Stock may then be listed or quoted, and
the Board may otherwise, in its discretion, determine to submit other such
changes to the Plan to stockholders for approval; provided, however, that,
without the consent of an affected Participant, no such action may materially
impair the rights of such Participant under any Award theretofore granted to
him. The Committee may waive any conditions or rights under, or amend, alter,
suspend, discontinue, or terminate, any Award theretofore granted and any Award
Agreement relating thereto; provided, however, that, without the consent of an
affected Participant, no such action may materially impair the rights of such
Participant under such Award.

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

     (g)  Unfunded Status of Awards; Creation of Trusts. The Plan is intended to
constitute an "unfunded" plan for incentive and deferred compensation. With
respect to any payments not yet made to a Participant pursuant to an Award,
nothing contained in the Plan or any Award shall give any such Participant any
rights that are greater than those of a general creditor of the Company;
provided, however, that the Committee may authorize the creation of trusts or
make other arrangements to meet the Company's obligations under the Plan to
deliver cash, Stock, other Awards, or other property pursuant to any Award,
which trusts or other arrangements shall be consistent with the "unfunded"
status of the Plan unless the Committee otherwise determines with the consent of
each affected Participant.

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

     (i)  No Fractional Shares. No fractional shares of Stock shall be issued or
delivered pursuant to the Plan or any Award. The Committee shall determine
whether cash, other Awards, or

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other property shall be issued or paid in lieu of such fractional shares or
whether such fractional shares or any rights thereto shall be forfeited or
otherwise eliminated.

     (j)  Compliance with Section 162(m) of the Code. It is the intent of the
Company that Options granted at or above Fair Market Value, SARs, and other
Awards designated as Awards subject to Section 7(f) shall constitute "qualified
performance-based compensation" within the meaning of Section 162(m) of the Code
and regulations thereunder. Accordingly, if any provision of the Plan or any
Award Agreement relating to such an Award does not comply or is inconsistent
with the requirements of Section 162(m) of the Code or regulations thereunder,
such provision shall be construed or deemed amended to the extent necessary to
conform to such requirements, and no provision shall be deemed to confer upon
the Committee or any other person discretion to increase the amount of
compensation otherwise payable in connection with any such Award upon attainment
of the performance objectives.

     (k)  Governing Law. The validity, construction, and effect of the Plan, any
rules and regulations relating to the Plan, and any Award Agreement shall be
determined in accordance with the Delaware General Corporation Law, without
giving effect to principles of conflicts of laws, and applicable federal law.

     (l)  Effective Date; Plan Termination. The Plan shall become effective as
of the date of its adoption by the Board and shall continue in effect until
terminated by the Board.

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