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                                                                    EXHIBIT 10.2



                                 PARADIGM4, INC.

                                 1999 STOCK PLAN

                                  May 21, 1999


SECTION 1.  PURPOSE.

         The purpose of the 1999 Stock Plan (the "Plan") is to secure for
Paradigm4, Inc., (the "Company"), its parent (if any) and any subsidiaries of
the Company (collectively the "Related Corporations") the benefits arising from
capital stock ownership by those employees, directors, officers and consultants
of the Company and any Related Corporations who will be responsible for the
Company's future growth and continued success.

         The Plan will provide a means whereby (a) employees of the Company and
any Related Corporations may purchase stock in the Company pursuant to options
which qualify as "incentive stock options" ("Incentive Stock Options") under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), (b)
directors, employees and consultants of the Company and any Related Corporations
may purchase stock in the Company pursuant to options granted hereunder which do
not qualify as Incentive Stock Options ("Non-Qualified Option" or "Non-Qualified
Options"); (c) directors, employees and consultants of the Company and any
Related Corporations may be awarded stock in the Company ("Awards"); (d)
directors, employees and consultants of the Company and any Related Corporations
may receive stock appreciation rights ("SARs"); and (e) directors, employees and
consultants of the Company and any Related Corporations may make direct
purchases of stock in the Company ("Purchases"). Both Incentive Stock Options
and Non-Qualified Options are referred to hereafter individually as an "Option"
and collectively as "Options." As used herein, the terms "parent" and
"subsidiary" mean "parent corporation" and "subsidiary corporation" as those
terms are defined in Section 424 of the Code. Options, Awards, SARs and
Purchases are referred to hereafter individually as a "Plan Benefit" and
collectively as "Plan Benefits." Directors, employees and consultants of the
Company and any Related Corporations are referred to herein as "Participants."


SECTION 2.  ADMINISTRATION.

         2.1 BOARD OF DIRECTORS AND THE COMMITTEE. The Plan will be administered
by the Board of Directors of the Company whose construction and interpretation
of the terms and provisions hereof shall be final and conclusive. Any director
to whom a Plan Benefit is awarded shall be ineligible to vote upon his or her
Plan Benefit, but Plan Benefits may be granted any such director by a vote of
the remainder of the directors, except as limited below. The Board of Directors
may in its sole discretion grant Options, issue shares upon exercise of such
Options, grant Awards, grant SARs and approve Purchases, all as provided in the
Plan. The Board of
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Directors shall have authority, subject to the express provisions of the Plan,
to construe the Plan and its related agreements, to prescribe, amend and rescind
rules and regulations relating to the Plan, to determine the terms and
provisions of the respective Option, Award, SAR and Purchase agreements, which
need not be identical, and to make all other determinations in the judgment of
the Board of Directors necessary or desirable for the administration of the
Plan. The Board of Directors may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any related agreement in the
manner and to the extent it shall deem expedient to carry the Plan into effect
and it shall be the sole and final judge of such expediency. No director shall
be liable for any action or determination made in good faith. The Board of
Directors may delegate any or all of its powers under the Plan to a Compensation
Committee or other Committee (the "Committee") appointed by the Board of
Directors consisting of at least two members of the Board of Directors. If the
Company has a class of stock registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), then members of the
Committee shall at all times be: (i) "outside directors" as such term is defined
in Treas. Reg. ? 1.162-27(e)(3) (or any successor regulation); and (ii)
"non-employee directors" within the meaning of Rule 16b-3 (or any successor
rule) under the Exchange Act, as such terms are interpreted from time to time.
If the Committee is so appointed, all references to the Board of Directors
herein shall mean and relate to such Committee, unless the context otherwise
requires.

     2.2 COMPLIANCE WITH SECTION 162(M) OF THE CODE. Section 162(m) of the Code,
added by the Omnibus Budget Reconciliation Act of 1993, generally limits the tax
deductibility to publicly held companies of compensation in excess of $1,000,000
paid to certain "covered employees" ("Covered Employees"). If the Company is
subject to Section 162(m) of the Code, it is the Company's intention to preserve
the deductibility of such compensation to the extent it is reasonably
practicable and to the extent it is consistent with the Company's compensation
objectives. For purposes of this Plan, Covered Employees of the Company shall be
those employees of the Company described in Section 162(m)(3) of the Code.


SECTION 3.  ELIGIBILITY.

     3.1 INCENTIVE STOCK OPTIONS. Participants who are employees shall be
eligible to receive Incentive Stock Options pursuant to the Plan; provided that
no person shall be granted any Incentive Stock Option under the Plan who, at the
time such Option is granted, owns, directly or indirectly, Common Stock of the
Company possessing more than 10% of the total combined voting power of all
classes of stock of the Company or of its Related Corporations, unless the
requirements of Section 6.6(b) hereof are satisfied. In determining whether this
10% threshold has been reached, the stock attribution rules of Section 424(d) of
the Code shall apply. Directors who are not regular employees are not eligible
to receive Incentive Stock Options.

     3.2 NON-QUALIFIED OPTIONS, AWARDS, SARS AND PURCHASES. Non-Qualified
Options, Awards, SARs and authorizations to make Purchases may be granted to any
Participant.
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     3.3 GENERALLY. The Board of Directors may take into consideration a
Participant's individual circumstances in determining whether to grant an
Incentive Stock Option, a Non-Qualified Option, an Award or an SAR or to approve
a Purchase. Granting of any Option, Award or SAR or approval of any Purchase for
any individual shall neither entitle that individual to, nor disqualify that
individual from, participation in any other grant of Plan Benefits.


SECTION 4.  STOCK SUBJECT TO PLAN.

     Subject to adjustment as provided in Sections 10 and 11 hereof, the stock
to be offered under the Plan shall consist of shares of the Company's Common
Stock, par value $.01 per share, and the maximum number of shares of stock which
will be reserved for issuance, and in respect of which Plan Benefits may be
granted pursuant to the provisions of the Plan, shall not exceed in the
aggregate 5,000,000 shares. Such shares may be authorized and unissued shares or
may be treasury shares. If an Option or SAR granted hereunder shall expire or
terminate for any reason without having been exercised in full, or if the
Company shall reacquire any unvested shares issued pursuant to Awards or
Purchases, the unpurchased shares subject thereto and any unvested shares so
reacquired shall again be available for subsequent grants of Plan Benefits under
the Plan. Stock issued pursuant to the Plan may be subject to such restrictions
on transfer, repurchase rights or other restrictions as shall be determined by
the Board of Directors.


SECTION 5. GRANTING OF OPTIONS, AWARDS AND SARS AND APPROVALS OF PURCHASES.

     Options, Awards and SARs may be granted and Purchases may be approved under
the Plan at any time after May 24, 1999 and prior to May 24, 2009. The date of
grant of an Option, Award or SAR or approval of a Purchase under the Plan will
be the date specified by the Board of Directors at the time the Board of
Directors grants such Option, Award or SAR or approves such Purchase; provided,
however, that such date shall not be prior to the date on which the Board of
Directors takes such action. The Board of Directors shall have the right, with
the consent of a Participant, to convert an Incentive Stock Option granted under
the Plan to a Non-Qualified Option pursuant to Section 6.7. Plan Benefits may be
granted alone or in addition to other grants under the Plan

SECTION 6.  SPECIAL PROVISIONS APPLICABLE TO OPTIONS AND SARS.

     6.1      PURCHASE PRICE AND SHARES SUBJECT TO OPTIONS AND SARS.

                  (a) The purchase price per share of stock deliverable upon the
         exercise of an Option shall be determined by the Board of Directors,
         provided, however, that (i) in the case of an Incentive Stock Option,
         the exercise price shall not be less than 100% of the fair market value
         of such stock on the day the option is granted (except as modified in
         Section 6.6(b) hereof), and (ii) in the case of a Non-Qualified Option,
         the exercise price
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         shall not be less than 50% of the fair market value of such stock on
         the day such Option is granted.

                  (b) Options granted under the Plan may provide for the payment
         of the exercise price by delivery of (i) cash or a check payable to the
         order of the Company in an amount equal to the exercise price of such
         Options, (ii) shares of Common Stock of the Company owned by the
         Participant having a fair market value equal in amount to the exercise
         price of the Options being exercised, or (iii) any combination of (i)
         and (ii). The fair market value of any shares of the Company's Common
         Stock which may be delivered upon exercise of an Option shall be
         determined by the Board of Directors. The Board of Directors may also
         permit Participants, either on a selective or aggregate basis, to
         simultaneously exercise Options and sell the shares of Common Stock
         thereby acquired, pursuant to a brokerage or similar arrangement,
         approved in advance by the Board of Directors, and to use the proceeds
         from such sale as payment of the purchase price of such shares.

                  (c) If, at the time an Option is granted under the Plan, the
         Company's Common Stock is publicly traded, "fair market value" shall be
         determined as of the last business day for which the prices or quotes
         discussed in this sentence are available prior to the date such Option
         is granted (the "Determination Date") and shall mean (i) the average
         (on the Determination Date) of the high and low prices of the Common
         Stock on the principal national securities exchange on which the Common
         Stock is traded, if such Common Stock is then traded on a national
         securities exchange; (ii) the last reported sale price (on the
         Determination Date) of the Common Stock on the Nasdaq Stock Market if
         the Common Stock is not then traded on a national securities exchange;
         or (iii) the closing bid price (or average of bid prices) last quoted
         (on the Determination Date) by an established quotation service for
         over-the-counter securities, if the Common Stock is not reported on the
         Nasdaq Stock Market. However, if the Common Stock is not publicly
         traded at the time an Option is granted under the Plan, "fair market
         value" shall be deemed to be the fair value of the Common Stock as
         determined by the Board of Directors after taking into consideration
         all factors which it deems appropriate, including, without limitation,
         recent sale and offer prices of the Common Stock in private
         transactions negotiated at arm's length.

                  (d) If the Company is subject to Section 162(m) of the Code,
         the maximum number of shares with respect to which Options or SARs may
         be granted to any employee, including any cancellations or repricings
         which may occur, shall be limited to 5,000,000 shares in any calendar
         year.

     6.2 DURATION OF OPTIONS AND SARS. Subject to Section 6.6(b) hereof, each
Option and SAR and all rights thereunder shall be expressed to expire on such
date as the Board of Directors may determine, but in no event later than ten
years from the day on which the Option or SAR is granted and shall be subject to
earlier termination as provided herein.
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     6.3      EXERCISE OF OPTIONS AND SARS.

                  (a) Subject to Section 6.6(b) hereof, each Option and SAR
         granted under the Plan shall be exercisable at such time or times and
         during such period as shall be set forth in the instrument evidencing
         such Option or SAR. To the extent that an Option or SAR is not
         exercised by a Participant when it becomes initially exercisable, it
         shall not expire but shall be carried forward and shall be exercisable,
         on a cumulative basis, until the expiration of the exercise period. No
         partial exercise may be for less than ten (10) full shares of Common
         Stock (or its equivalent).

                  (b) The Board of Directors shall have the right to accelerate
         the date of exercise of any installments of any Option or SAR; provided
         that the Board of Directors shall not accelerate the exercise date of
         any installment of any Option granted to a Participant as an Incentive
         Stock Option (and not previously converted into a Non-Qualified Option
         pursuant to Section 6.7) if such acceleration would violate the annual
         vesting limitation contained in Section 422(d)(1) of the Code, which
         provides generally that the aggregate fair market value (determined at
         the time the Option is granted) of the stock with respect to which
         Incentive Stock Options granted to any Participant are exercisable for
         the first time by such Participant during any calendar year (under all
         plans of the Company and any Related Corporations) shall not exceed
         $100,000.

     6.4      NONTRANSFERABILITY OF OPTIONS AND SARS.

     No Option or SAR granted under the Plan shall be assignable or transferable
by the Participant, either voluntarily or by operation of law, except by will or
the laws of descent and distribution or unless, with respect to Non-Qualified
Options and SARs, the Participant's non-qualified stock option agreement
granting such options (the "Non-Qualified Stock Option Agreement") or the
Participant's SAR agreement granting such SARs (the "SAR Agreement") provides
otherwise. Unless otherwise provided by the Non-Qualified Stock Option Agreement
or the SAR Agreement, during the life of the Participant, the Option or SAR
shall be exercisable only by him or her. If any Participant should attempt to
dispose of or encumber his or her Options or SARs, other than in accordance with
the applicable terms of a Non-Qualified Stock Option Agreement or SAR Agreement,
his or her interest in such Options or SARs shall terminate.

     6.5      EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH.

                  (a) If a Participant ceases to be employed by the Company or a
         Related Corporation for any reason, including retirement but other than
         death, any Option or SAR granted to such Participant under the Plan
         shall immediately terminate; provided, however, that any portion of
         such Option or SAR which was otherwise exercisable on the date of
         termination of the Participant's employment may be exercised (i) within
         the
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         twelve-month period following the date on which the Participant ceased
         to be so employed, but in no event after the expiration of the exercise
         period, if such Participant's employment was terminated due to a
         "disability" within Section 22(e)(3) of the Code, or (ii) within the
         three-month period following the date on which the Participant ceased
         to be so employed, but in no event after the expiration of the exercise
         period, if such Participant's employment was terminated for any other
         reason (other than death or disability). Any such exercise may be made
         only to the extent of the number of shares subject to the Option or SAR
         which were purchasable on the date of such termination of employment.
         If the Participant dies during such twelve-month or three-month period,
         as applicable, the Option or SAR shall be exercisable by the
         Participant's personal representatives, heirs or legatees to the same
         extent and during the same period that the Participant could have
         exercised the Option or SAR on the date of his or her death.

                  (b) If the Participant dies while an employee of the Company
         or any Related Corporation, any Option or SAR granted to such
         Participant under the Plan shall be exercisable by the Participant's
         personal representatives, heirs or legatees, for the purchase of that
         number of shares and to the same extent that the Participant could have
         exercised the Option or SAR on the date of his or her death. The Option
         or SAR or any unexercised portion thereof shall terminate unless so
         exercised prior to the earlier of the expiration of twelve months from
         the date of such death or the expiration of the exercise period.

                  (c) In the case of a Non-Qualified Option or SAR, the Board of
         Directors may vary the terms set forth in Sections 6.5(a) and 6.5(b) by
         providing for different provisions in the applicable Non-Qualified
         Stock Option Agreement or SAR Agreement.

     6.6      DESIGNATION OF INCENTIVE STOCK OPTIONS; LIMITATIONS.

     Options granted under the Plan which are intended to be Incentive Stock
Options qualifying under Section 422 of the Code shall be designated as
Incentive Stock Options and shall be subject to the following additional terms
and conditions:

                  (a) Dollar Limitation. The aggregate fair market value
         (determined at the time the option is granted) of the Common Stock for
         which Incentive Stock Options are exercisable for the first time during
         any calendar year by any person under the Plan (and all other incentive
         stock option plans of the Company and any Related Corporations) shall
         not exceed $100,000. In the event that Section 422(d)(1) of the Code is
         amended to alter the limitation set forth therein so that following
         such amendment such limitation shall differ from the limitation set
         forth in this Section 6.6(a), the limitation of this Section 6.6(a)
         shall be automatically adjusted accordingly.

                  (b) 10% Stockholder. If any employee to whom an Incentive
         Stock Option is to be granted pursuant to the provisions of the Plan is
         on the date of grant the owner of
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         stock possessing more than 10% of the total combined voting power of
         all classes of stock of the Company or any Related Corporations, then
         the following special provisions shall be applicable to the Incentive
         Stock Option granted to such individual:

                                    (i) The option price per share of the Common
                  Stock subject to such Incentive Stock Option shall not be less
                  than 110% of the fair market value of one share of Common
                  Stock on the date of grant; and

                                    (ii) The option exercise period shall not
                  exceed five years from the date of grant.

         In determining whether the 10% threshold has been reached, the stock
         attribution rules of Section 424(d) of the Code shall apply.

                  (c) Except as modified by the preceding provisions of this
         Section 6.6, all of the provisions of the Plan shall be applicable to
         Incentive Stock Options granted hereunder.

     6.7 CONVERSION OF INCENTIVE STOCK OPTIONS INTO NON-QUALIFIED OPTIONS;
TERMINATION OF INCENTIVE STOCK OPTIONS. The Board of Directors, at the written
request of any Participant, may in its discretion take such actions as may be
necessary to convert such Participant's Incentive Stock Options (or any
installments or portions of installments thereof) that have not been exercised
on the date of conversion into Non-Qualified Options at any time prior to the
expiration of such Incentive Stock Options, regardless of whether the
Participant is an employee of the Company or a Related Corporation at the time
of such conversion. Such actions may include, but not be limited to, extending
the exercise period or reducing the exercise price of the appropriate
installments of such Options. At the time of such conversion, the Board of
Directors (with the consent of the Participant) may impose such conditions on
the exercise of the resulting Non-Qualified Options as the Board of Directors in
its discretion may determine, provided that such conditions shall not be
inconsistent with the Plan. Nothing in the Plan shall be deemed to give any
Participant the right to have such Participant's Incentive Stock Options
converted into Non-Qualified Options, and no such conversion shall occur until
and unless the Board of Directors takes appropriate action. The Board of
Directors, with the consent of the Participant, may also terminate any portion
of any Incentive Stock Option that has not been exercised at the time of such
termination.

     6.8 STOCK APPRECIATION RIGHTS. An SAR is the right to receive, without
payment, an amount equal to the excess, if any, of the fair market value of a
share of Common Stock on the date of exercise over the grant price, which amount
will be multiplied by the number of shares with respect to which the SARs shall
have been exercised. The grant of SARs under the Plan shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the express terms of the Plan, as the Board of
Directors shall deem desirable:
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                  (a) Grant. SARs may be granted in tandem with, in addition to
         or completely independent of any Plan Benefit.

                  (b) Grant Price. The grant price of an SAR may be the fair
         market value of a share of Common Stock on the date of grant or such
         other price as the Board of Directors may determine.

                  (c) Exercise. An SAR may be exercised by a Participant in
         accordance with procedures established by the Board of Directors or as
         otherwise provided in any agreement evidencing any SARs. The Board of
         Directors may provide that an SAR shall be automatically exercised on
         one or more specified dates.

                  (d) Form of Payment. Payment upon exercise of an SAR may be
         made in cash, in shares of Common Stock or any combination thereof, as
         the Board of Directors shall determine.

                  (e) Fair Market Value. Fair market value shall be determined
         in accordance with Section 6.1(c) with the "Determination Date" being
         determined by reference to the date of grant or the date of exercise of
         an SAR, as applicable.

     6.9      RIGHTS AS A STOCKHOLDER.

     The holder of an Option or SAR shall have no rights as a stockholder with
respect to any shares covered by the Option or SAR until the date of issue of a
stock certificate to him or her for such shares. Except as otherwise expressly
provided in the Plan, no adjustment shall be made for dividends or other rights
for which the record date is prior to the date such stock certificate is issued.

     6.10     SPECIAL PROVISIONS APPLICABLE TO NON-QUALIFIED OPTIONS AND SARS
              GRANTED TO COVERED EMPLOYEES.

     If the Company is subject to Section 162(m) of the Code, in order for the
full value of Non-Qualified Options or SARs granted to Covered Employees to be
deductible by the Company for federal income tax purposes, the Company may
intend for such Non-Qualified Options or SARs to be treated as "qualified
performance-based compensation" as described in Treas. Reg. ?1.162-27(e) (or any
successor regulation). In such case, Non-Qualified Options or SARs granted to
Covered Employees shall be subject to the following additional requirements:

              (a)     such options and rights shall be granted only by the
                      Committee; and

              (b)     the exercise price of such Options and the grant price of
                      such SARs granted shall in no event be less than the fair
                      market value of the Common Stock as of the date of grant
                      of such Options or SARs.
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SECTION 7.  SPECIAL PROVISIONS APPLICABLE TO AWARDS

     7.1 GRANTS OF AWARDS. The Board of Directors may grant a Participant an
Award subject to such terms and conditions as the Board of Directors deems
appropriate, including, without limitation, restrictions on the pledging, sale,
assignment, transfer or other disposition of such shares and the requirement
that the Participant forfeit all or a portion of such shares back to the Company
upon termination of employment.

     7.2      CONDITIONS.  Approvals of Awards may be subject to the following
              conditions:

                  (a) Each Participant receiving an Award shall enter into an
         agreement (a "Stock Restriction Agreement") with the Company, if
         required by the Board of Directors, in a form specified by the Board of
         Directors agreeing to such terms and conditions of the Award as the
         Board of Directors deems appropriate.

                  (b) Shares issued and transferred to a Participant pursuant to
         an Award may, if required by the Board of Directors, be deposited with
         the Treasurer or other officer of the Company designated by the Board
         of Directors to be held until the lapse of the restrictions upon such
         shares, and each Participant shall execute and deliver to the Company
         stock powers enabling the Company to exercise its rights hereunder.

                  (c) Certificates for shares issued pursuant to an Award shall,
         if the Company shall deem it advisable, bear a legend to the effect
         that they are issued subject to specified restrictions.

                  (d) Certificates representing the shares issued pursuant to an
         Award shall be registered in the name of the Participant and shall be
         owned by such Participant. Such Participant shall be the holder of
         record of such shares for all purposes, including voting and receipt of
         dividends paid with respect to such shares.


     7.3 NONTRANSFERABILITY. Shares issued pursuant to an Award may not be sold,
assigned, transferred, alienated, commuted, anticipated, or otherwise disposed
of (except, subject to the provisions of such Participant's Stock Restriction
Agreement, by will or the laws of descent and distribution), or pledged or
hypothecated as collateral for a loan or as security for the performance of any
obligation, or be otherwise encumbered, and are not subject to attachment,
garnishment, execution or other legal or equitable process, prior to the lapse
of restrictions on such shares, and any attempt at action in contravention of
this Section shall be null and void. If any Participant should attempt to
dispose of or encumber his or her shares issued pursuant to an Award prior to
the lapse of the restrictions imposed on such shares, his or her interest in
such shares shall terminate.

     7.4 EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH ON AWARDS. Unless
otherwise
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provided in the applicable Stock Restriction Agreement, if, prior to the lapse
of restrictions applicable to Awards, the Participant ceases to be an employee
of the Company or the Related Companies for any reason, Awards to such
Participant, as to which restrictions have not lapsed, shall be forfeited to the
Company, effective on the date of the Participant's termination of employment.
The Board of Directors shall have the sole power to decide in each case to what
extent leaves of absence shall be deemed a termination of employment.


SECTION 8.  SPECIAL PROVISIONS APPLICABLE TO PURCHASES.

     All approvals of Purchases which provide that the Company has a right to
repurchase the shares subject to such Purchase (the "Restricted Shares") shall
be subject to the terms and conditions set forth in the related agreement (the
"Stock Purchase Restriction Agreement") approved by the Board of Directors, and
shall be subject to the other terms and conditions of this Section 8.

     8.1 CONDITIONS. All approvals of Purchases shall be subject to the
following conditions:

                  (a) Prior to the issuance and transfer of Restricted Shares,
         the Participant shall pay to the Company the purchase price (the
         "Purchase Price") of the Restricted Shares in cash or in such other
         manner as shall be as approved by the Board of Directors.

                  (b) Restricted Shares issued and transferred to a Participant
         may, if required by the Board of Directors, be deposited with the
         Treasurer or other officer of the Company designated by the Board of
         Directors to be held until the lapse of the restrictions upon such
         Restricted Shares, and each Participant shall execute and deliver to
         the Company stock powers enabling the Company to exercise its rights
         hereunder.

                  (c) Certificates for Restricted Shares shall, if the Company
         shall deem it advisable, bear a legend to the effect that they are
         issued subject to specified restrictions.

                  (d) Certificates representing the Restricted Shares shall be
         registered in the name of the Participant and shall be owned by such
         Participant. Such Participant shall be the holder of record of such
         Restricted Shares for all purposes, including voting and receipt of
         dividends paid with respect to such Restricted Shares.

     8.2 NONTRANSFERABILITY. A Participant's Restricted Shares may not be sold,
assigned, transferred, alienated, commuted, anticipated, or otherwise disposed
of (except, subject to the provisions of such Participant's Stock Purchase
Restriction Agreement by will or the laws of descent and distribution), or
pledged or hypothecated as collateral for a loan or as security for the
performance of any obligation, or be otherwise encumbered, and are not subject
to attachment, garnishment, execution or other legal or equitable process, prior
to the lapse of restrictions on such Restricted Shares, and any attempt at
action in contravention of this Section shall be null
<PAGE>   11
and void. If any Participant should attempt to dispose of or encumber his or her
Restricted Shares prior to the lapse of the restrictions imposed on such
Restricted Shares, his or her interest in the Restricted Shares awarded to him
or her shall terminate.


SECTION 9.  REQUIREMENTS OF LAW.

     9.1 VIOLATIONS OF LAW. No shares shall be issued and delivered upon
exercise of any Option or the making of any Award or Purchase or the payment of
any SAR unless and until, in the opinion of counsel for the Company, any
applicable registration requirements of the Securities Act of 1933, as amended,
any applicable listing requirements of any national securities exchange on which
stock of the same class is then listed, and any other requirements of law or of
any regulatory bodies having jurisdiction over such issuance and delivery, shall
have been fully complied with. Each Participant may, by accepting Plan Benefits,
be required to represent and agree in writing, for himself or herself and for
his or her transferees by will or the laws of descent and distribution, that the
stock acquired by him, her or them is being acquired for investment. The
requirement for any such representation may be waived at any time by the Board
of Directors.

     9.2 COMPLIANCE WITH RULE 16B-3. If the Company has a class of stock
registered pursuant to Section 12 of the Exchange Act, the intent of this Plan
is to qualify for the exemption provided by Rule 16b-3 under the Exchange Act.
To the extent any provision of the Plan does not comply with the requirements of
Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and
deemed advisable by the Board of Directors and shall not affect the validity of
the Plan. In the event Rule 16b-3 is revised or replaced, the Board of Directors
may exercise discretion to modify this Plan in any respect necessary to satisfy
the requirements of the revised exemption or its replacement.



SECTION 10.  RECAPITALIZATION.

     In the event that dividends are payable in Common Stock of the Company or
in the event there are splits, sub-divisions or combinations of shares of Common
Stock of the Company, the number of shares available under the Plan shall be
increased or decreased proportionately, as the case may be, and the number of
shares deliverable upon the exercise thereafter of any Option previously granted
shall be increased or decreased proportionately, as the case may be, without
change in the aggregate purchase price, and the number of shares to which
granted SARs relate shall be increased or decreased proportionately, as the case
may be, and the grant price of such SARs shall be decreased or increased
proportionately, as the case may be.


SECTION 11.  REORGANIZATION.
<PAGE>   12
         In case the Company is merged or consolidated with another corporation
and the Company is not the surviving corporation, or, in case the property or
stock of the Company is acquired by any other corporation, or in case of a
reorganization or liquidation of the Company, the Board of Directors of the
Company, or the board of directors of any corporation assuming the obligations
of the Company hereunder, shall, as to outstanding Plan Benefits, either (i)
make appropriate provision for the protection of any such outstanding Plan
Benefits by the substitution on an equitable basis of appropriate stock of the
Company or of the merged, consolidated or otherwise reorganized corporation
which will be issuable in respect of the shares of Common Stock of the Company,
provided only that the excess of the aggregate fair market value of the shares
subject to the Plan Benefits immediately after such substitution over the
purchase price thereof is not more than the excess of the aggregate fair market
value of the shares subject to such Plan Benefits immediately before such
substitution over the purchase price thereof, (ii) upon written notice to the
Participants, provide that all unexercised Plan Benefits must be exercised
within a specified number of days of the date of such notice or such Plan
Benefits will be terminated, or (iii) upon written notice to the Participants,
provide that the Company or the merged, consolidated or otherwise reorganized
corporation shall have the right, upon the effective date of any such merger,
consolidation, sale of assets or reorganization, to purchase all Plan Benefits
held by each Participant and unexercised as of that date at an amount equal to
the aggregate fair market value on such date of the shares subject to the Plan
Benefits held by such Participant over the aggregate purchase price therefor,
such amount to be paid in cash or, if stock of the merged, consolidated or
otherwise reorganized corporation is issuable in respect of the shares of the
Common Stock of the Company, then, in the discretion of the Board of Directors,
in stock of such merged, consolidated or otherwise reorganized corporation equal
in fair market value to the aforesaid amount. In any such case the Board of
Directors shall, in good faith, determine fair market value and may, in its
discretion, advance the lapse of any waiting or installment periods and exercise
dates.


SECTION 12.  NO SPECIAL EMPLOYMENT RIGHTS.

     Nothing contained in the Plan or in any Plan Benefit documentation shall
confer upon any Participant receiving a grant of any Plan Benefit any right with
respect to the continuation of his or her employment by the Company (or any
Related Corporation) or interfere in any way with the right of the Company (or
any Related Corporation), subject to the terms of any separate employment
agreement to the contrary, at any time to terminate such employment or to
increase or decrease the compensation of the Participant from the rate in
existence at the time of the grant of any Plan Benefit. Whether an authorized
leave of absence, or absence in military or government service, shall constitute
termination of employment shall be determined by the Board of Directors.


SECTION 13.  AMENDMENT OF THE PLAN.
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     The Board of Directors may at any time and from time to time modify or
amend the Plan in any respect. The termination or any modification or amendment
of the Plan shall not, without the consent of a recipient of any Plan Benefit,
affect his or her rights under any Plan Benefit previously granted. With the
consent of the affected Participant, the Board of Directors may amend
outstanding agreements relating to any Plan Benefit, in a manner not
inconsistent with the Plan. The Board of Directors hereby reserves the right to
amend or modify the terms and provisions of the Plan and of any outstanding
Options to the extent necessary to qualify any or all Options under the Plan for
such favorable federal income tax treatment (including deferral of taxation upon
exercise) as may be afforded incentive stock options under Section 422 of the
Code, provided, however, that the consent of an optionee is required if such
amendment or modification would cause unfavorable income tax treatment for such
optionee.

SECTION 14.  WITHHOLDING.

     The Company's obligation to deliver shares of stock upon the exercise of
any Option or the granting of an Award or to make payment upon any exercise of
any SAR or making of a Purchase shall be subject to the satisfaction by the
Participant of all applicable federal, state and local income and employment tax
withholding requirements. Subject in particular cases to the disapproval of the
Board of Directors, the Company may accept shares of stock of equivalent fair
market value (as determined in accordance with Section 6.1(c)) in payment of any
such withholding tax obligations if the Participant selects to make payment in
such manner.


SECTION 15.  EFFECTIVE DATE AND DURATION OF THE PLAN.

     15.1 EFFECTIVE DATE. The Plan shall become effective when adopted by the
Board of Directors, but no Incentive Stock Option granted under the Plan (or any
other Plan Benefits granted to Covered Employees, if the Company is subject to
Section 162(m) of the Code) shall become exercisable unless and until the Plan
shall have been approved by the Company's stockholders. If such stockholder
approval is not obtained within 12 months after the date of the Board's adoption
of the Plan, then any Incentive Stock Options previously granted under the Plan
shall terminate and no further Incentive Stock Options shall be granted. Subject
to such limitation, Options may be granted under the Plan at any time after the
effective date and before the date fixed herein for termination of the Plan.

     15.2 DURATION. Unless sooner terminated in accordance with Section 11
hereof, the Plan shall terminate upon the earlier of (i) the tenth anniversary
of the date of its adoption by the Board of Directors or (ii) the date on which
all shares available for issuance under the Plan shall have been issued pursuant
to any Awards or Purchases or the exercise or cancellation of Options and SARs
granted hereunder. If the date of termination is determined under (i) above,
then Plan Benefits outstanding on such date shall continue to have force and
effect in accordance with the provisions of the instruments evidencing such Plan
Benefits.
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SECTION 16.  GOVERNING LAW.

     The Plan and all actions taken thereunder shall be governed by the laws of
the State of New Jersey.