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                                                                   Exhibit 10.22


                                 ENOTE.COM, INC.
                            2000 INCENTIVE STOCK PLAN

1.       PURPOSE OF THE PLAN

         This 2000 Incentive Stock Plan is intended to promote the interests of
  eNote.com, Inc., a Delaware corporation (the "Company"), by providing the
  Employees of and Consultants to the Company and its Subsidiaries, who will be
  largely responsible for the management, growth and protection of the business
  of the Company, with a proprietary interest in the Company.

2.       DEFINITIONS

      As used in the Plan, the following definitions apply to the terms
indicated below.

      (a) "Board of Directors" shall mean the Board of Directors of eNote.com,
Inc., a Delaware corporation.

      (b) "Cause," when used in connection with the termination of a
Participant's employment with the Company, shall mean the termination of the
Participant's employment by the Company by reason of (i) the conviction of the
Participant by a court of competent jurisdiction as to which no further appeal
can be taken of a crime involving moral turpitude; (ii) the proven commission by
the Participant of an act of fraud upon the Company; (iii) the willful and
proven misappropriation of any funds or property of the Company by the
Participant; (iv) the willful, continued and unreasonable failure by the
Participant to perform duties assigned to him and agreed to by him; (v) the
knowing engagement by the Participant in any direct, material conflict of
interest with the Company without compliance with the Company's conflict of
interest policy, if any, then in effect; (vi) the knowing engagement by the
Participant, without the written approval of the Board of Directors of the
Company, in any activity which competes with the business of the Company or
which would result in a material injury to the Company; or (vii) the knowing
engagement in any activity which would constitute a material violation of the
provisions of the Company's policies and procedures manual or other analogous
employee handbook, if any, then in effect.

      (c) "Cash Bonus" shall mean an award of a bonus payable in cash pursuant
to Section 10 hereof.

      (d) "Change in Control" shall mean:

          (1) a "change in control" of the Company, as that term is contemplated
in the federal securities laws; or

          (2) the occurrence of any of the following events:


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              (A) any Person becomes, after the effective date of this Plan, the
"beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange
Act), directly or indirectly, of securities of the Company representing 40% or
more of the combined voting power of the Company's then outstanding securities;
provided, that the acquisition of additional voting securities, after the
effective date of this Plan, by any Person who is, as of the effective date of
this Plan, the beneficial owner, directly or indirectly, of 10% or more of the
combined voting power of the Company's then outstanding securities, shall not
constitute a "Change in Control" of the Company for purposes of this Section
2(d).

              (B) a majority of individuals who are nominated by the Board of
Directors for election to the Board of Directors on any date, fail to be elected
to the Board of Directors as a direct or indirect result of any proxy fight or
contested election for positions on the Board of Directors, or

              (3) the Board of Directors determines in its sole and absolute
discretion that there has been a change in control of the Company.

         (e) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

         (f) "Committee" shall mean the Compensation Committee of the Board of
Directors or such other committee as the Board of Directors shall appoint from
time to time to administer the Plan.

         (g) "Common Stock" shall mean the Company's Common Stock, par value
$.01 per share.

         (h) "Company" shall mean eNote.com, Inc., a Delaware corporation, and
each of its Subsidiaries, and its successors.

         (i) "Consultant" shall mean any natural person, including an advisor,
who renders bona fide services to the Company or any Subsidiary, and is
compensated for such services, provided, however, that such services are not
rendered in connection with the offer or sale of securities in a capital raising
transaction and do not directly or indirectly promote or maintain a market for
the company's securities.

         (j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

         (k) "Employee" shall mean any person, including officers and directors,
employed by the Company or any Subsidiary of the Company.

         (l) the "Fair Market Value" of a share of Common Stock on any date
shall be (i) the straight average of the closing sales price over the five (5)
preceding business days,


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of a share of Common Stock as reported on the principal securities exchange on
which shares of Common Stock are then listed or admitted to trading or (ii) if
not so reported, the average of the closing bid and asked prices for a share of
Common Stock over the five (5) preceding business days as quoted on the National
Association of Securities Dealers Automated Quotation System ("Nasdaq") or (iii)
if not quoted on Nasdaq, the average of the closing bid and asked prices for a
share of Common Stock as quoted by the National Quotation Bureau's "Pink Sheets"
or the National Association of Securities Dealers' OTC Bulletin Board System
over the five (5) preceding business days. If the price of a share of Common
Stock shall not be so reported, the Fair Market Value of a share of Common Stock
shall be determined by the Committee in its absolute discretion.

         (m) "Family Member" shall include (i) a participant's child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law,
niece, nephew or former spouse and shall include adoptive relationships, or (ii)
any person sharing the participant's household other that a tenant or employee.

         (n) "Family Entity" shall mean any (i) entity in which more than 50% of
the voting interests are held by the participant and/or Family Members or (ii)
any trust in which the participant and/or Family Members have more than 50% of
the beneficial interest.

         (o) "Incentive Award" shall mean an Option, a share of Restricted
Stock, a Stock Appreciation Right, a Stock Bonus or Cash Bonus granted pursuant
to the terms of the Plan.

         (p) "Incentive Stock Option" shall mean an Option which is an
"incentive stock option" within the meaning of Section 422 of the Code and which
is identified as an Incentive Stock Option in the agreement by which it is
evidenced.

         (q) "Issue Date" shall mean the date established by the Committee on
which certificates representing shares of Restricted Stock shall be issued by
the Company pursuant to the terms of Section 7(d) hereof.

         (r) "Non-Qualified Stock Option" shall mean an Option which is not an
Incentive Stock Option and which is identified as a Non-Qualified Stock Option
in the agreement by which it is evidenced.

         (s) "Option" shall mean an option to purchase shares of Common Stock of
the Company granted pursuant to Section 6 hereof. Each Option shall be
identified as either an Incentive Stock Option or a Non-Qualified Stock Option
in the agreement by which it is evidenced.

         (t) "Participant" shall mean an Employee or Consultant to the Company
to whom an Incentive Award is granted pursuant to the Plan, and, upon his death,
his


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successors, heirs, executors and administrators, as the case may be, to the
extent permitted hereby.

         (u) "Person" shall mean a "person," such term is used in Sections 13(d)
and 14(d) of the Exchange Act, and the rules and regulations in effect from time
to time thereunder.

         (v) a "Stock Appreciation Right" shall represent the right to receive
in cash the Fair Market Value of a share of Common Stock of the Company, which
right is granted pursuant to Section 8 hereof and subject to the terms and
conditions contained therein.

         (w) "2000 Plan" shall mean the eNote.com, Inc. 2000 Incentive Stock
Plan, as it may be amended from time to time.

         (x) "Qualified Domestic Relations Order" shall mean a qualified
domestic relations order as defined in the Code, in Title I of the Employee
Retirement income Security Act, or in the rules and regulations as may be in
effect from time to time thereunder.

         (y) "Reserved Shares" shall be that number of shares of Common Stock
reserved for issuance over the term of plan as calculated in accordance with
Section 3 hereof.

         (z) a share of "Restricted Stock" shall mean a share of Common Stock
which is granted pursuant to the terms of Section 7 hereof and which is subject
to the restrictions set forth in Section 7(b) hereof for so long as such
restrictions continue to apply to such share.

         (aa) "Securities Act" shall mean the Securities Act of 1933, as amended
from time to time.

         (bb) "Stock Bonus" shall mean a grant of a bonus payable in shares of
Common Stock pursuant to Section 9 hereof.

         (cc) "Subsidiary" or "Subsidiaries" shall mean any and all corporations
in which at the pertinent time the Company owns, directly or indirectly, stock
vested with 50% or more of the total combined voting power of all classes of
stock of such corporations within the meaning of Section 424(f) of the Code.

         (dd) "Vesting Date" shall mean the date established by the Committee on
which a share of Restricted Stock or a Incentive Award may vest.

3.      STOCK SUBJECT TO THE PLAN


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         Under the Plan, the Committee may grant to Participants (i) Options,
(ii) shares of Restricted Stock, (iii) Stock Appreciation Rights, (iv) Stock
Bonuses and (v) Cash Bonuses.

         The Committee may grant Options, shares of Restricted Stock and Stock
Appreciation Rights under the Plan with respect to the number of Reserved
Shares. The number of Reserved Shares initially reserved for issuance over the
term of the Plan shall be limited to 1,000,000 shares. This number shall be
subject to an automatic semi-annual adjustment, calculated on the last trading
day of December and June of each year during the term of this 2000 Plan, which
shall increase the number of Reserved Shares by that amount necessary to equate
the total Reserved Shares under the Plan immediately following each adjustment
to 10% of the Company's issued and outstanding Common Stock, provided, however,
that such adjustment shall never decrease the number of Reserved Shares and
shall be inapplicable to the extent the total number of Reserved Shares is equal
to or greater than 10% of the Company's issued and outstanding Common Stock on
the date of any such adjustment. The grant of a Cash Bonus shall not reduce the
number of shares of Common Stock with respect to such Options, shares of
Restricted Stock, Stock Appreciation Rights Stock or Stock Bonuses which may be
granted pursuant to the Plan.

         If any outstanding Option expires, terminates or is canceled for any
reason, the shares of Common Stock subject to the unexercised portion of such
Option shall again be available for grant under the Plan. If any shares of
Restricted Stock or Stock Incentive Right, or any shares of Common Stock granted
in a Stock Bonus are forfeited or canceled for any reason, such shares shall
again be available for grant under the Plan.

         Shares of Common Stock issued under the Plan may be either newly issued
or treasury shares, at the discretion of the Committee.


4.       ADMINISTRATION OF THE PLAN

         The Plan shall be administered by a Committee of the Board of Directors
consisting of two or more persons, each of whom shall be a "disinterested
person" within the meaning of Rule 16b-3(c)(2) promulgated under Section 16 of
the Exchange Act. The Committee shall from time to time designate the Employees
of and Consultants to the Company who shall be granted Incentive Awards and the
amount and type of such Incentive Awards.

         The Committee shall have full authority to administer the Plan,
including authority to interpret and construe any provision of the Plan and the
terms of any Incentive Award issued under it and to adopt such rules and
regulations for administering the Plan, as it may deem necessary. Decisions of
the Committee shall be final and binding on all parties.


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         The Committee may, in its absolute discretion (i) accelerate the date
on which any Option granted under the Plan becomes exercisable, (ii) extend the
date on which any Option granted under the Plan ceases to be exercisable, (iii)
accelerate the Vesting Date or Issue Date, or waive any condition imposed
pursuant to Section 7(b) hereof, with respect to any share of Restricted Stock
granted under the Plan and (iv) accelerate the Vesting Date or waive any
condition imposed pursuant to Section 8 hereof, with respect to any Stock
Appreciation Right granted under the Plan.

       In addition, the Committee may, in its absolute discretion, grant
Incentive Awards to Participants on the condition that such Participants
surrender to the Committee for cancellation such other Incentive Awards
(including, without limitation, Incentive Awards with higher exercise prices) as
the Committee specifies. Notwithstanding Section 3 hereof, Incentive Awards
granted on the condition of surrender of outstanding Incentive Awards shall not
count against the limits set forth in such Section 3 until such time as such
Incentive Awards are surrendered.

       Whether an authorized leave of absence, or absence in military or
government service, shall constitute termination of employment shall be
determined by the Committee in its absolute discretion.

       No member of the Committee shall be liable for any action, omission, or
determination relating to the Plan, and the Company shall indemnify and hold
harmless each member of the Committee and each other director or employee of the
Company to whom any duty or power relating to the administration or
interpretation of the Plan has been delegated from and against any cost or
expense (including attorneys' fees) or liability (including any sum paid in
settlement of a claim with the approval of the Committee) arising out of any
action, omission or determination relating to the Plan, unless, in either case,
such action, omission or determination was taken or made by such member,
director or employee in bad faith and without reasonable belief that it was in
the best interests of the Company.

5.      ELIGIBILITY

       The persons who shall be eligible to receive Incentive Awards pursuant to
the Plan shall be such Employees of the Company and certain Consultants to the
Company, as the Committee, in its absolute discretion, shall select from time to
time.

 6.      OPTIONS

       The Committee may grant Options pursuant to the Plan, which Options shall
  be evidenced by agreements in such form as the Committee shall from time to
  time approve. Options shall comply with and be subject to the following terms
  and conditions:

        (a)       Identification of Options


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         All Options granted under the Plan shall be clearly identified in the
agreement evidencing such Options as either Incentive Stock Options or as
Non-Qualified Stock Options.


        (b)       Exercise Price

       The exercise price of any Non-Qualified Stock Option granted under the
Plan shall be such price as the Committee shall determine on the date on which
such Non-Qualified Stock Option is granted; provided, that such price may not be
less than the minimum price required by law. Except as provided in Section 6(d)
hereof, the exercise price of any Incentive Stock Option granted under the Plan
shall be not less than 100% of the Fair Market Value of a share of Common Stock
on the date on which such Incentive Stock Option is granted.

         (c)      Term and Exercise of Options

                   (1) Each Option shall be exercisable on such date or dates
during such period and for such number of shares of Common Stock as shall be
determined by the Committee on the day on which such Option is granted and set
forth in the agreement evidencing the Option; provided, however, that no Option
shall be exercisable after the expiration of ten years from the date such Option
was granted; and, provided, further, that each Option shall be subject to
earlier termination, expiration or cancellation as provided in the Plan.

                  (2) Each Option shall be exercisable in whole or in part with
respect to whole shares of Common Stock. The partial exercise of an Option shall
not cause the expiration, termination or cancellation of the remaining portion
thereof. Upon the partial exercise of an Option, the agreement evidencing such
Option shall be returned to the Participant exercising such Option together with
the delivery of the certificates described in Section 6(c)(5) hereof.

                  (3) An Option shall be exercised by delivering notice to the
Company's principal office, to the attention of its Secretary, no fewer than
five business days in advance of the effective date of the proposed exercise.
Such notice shall be accompanied by the agreement evidencing the Option, shall
specify the number of shares of Common Stock with respect to which the Option is
being exercised and the effective date of the proposed exercise, and shall be
signed by the Participant. The Participant may withdraw such notice at any time
prior to the close of business on the business day immediately preceding the
effective date of the proposed exercise, in which case such agreement shall be
returned to the Participant. Payment for shares of Common Stock purchased upon
the exercise of an Option shall be made on the effective date of such exercise
either (i) in cash, by certified check, bank cashiers check or wire transfer or
(ii) subject to the approval of the Committee, in shares of Common Stock owned
by the


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Participant and valued at their Fair Market Value on the effective date of such
exercise, or (iii) partly in shares of Common Stock with the balance in cash, by
certified check, bank cashiers check or wire transfer. Any payment in shares of
Common Stock shall be effected by the delivery of such shares to the Secretary
of the Company, duly endorsed in blank or accompanied by stock powers duly
executed in blank, together with any other documents and evidences as the
Secretary of the Company shall require from time to time.

                  (4) Any Option granted under the Plan may be exercised by a
broker-dealer acting on behalf of a Participant if (i) the broker-dealer has
received from the Participant or the Company a duly endorsed agreement
evidencing such Option and instructions signed by the Participant requesting the
Company to deliver the shares of Common Stock subject to such Option to the
broker-dealer on behalf of the Participant and specifying the account into which
such shares should be deposited, (ii) adequate provision has been made with
respect to the payment of any withholding taxes due upon such exercise and (iii)
the broker-dealer and the Participant have otherwise complied with Section
220.3(e)(4) of Regulation T, 12 CFR Part 220.

                  (5) Certificates for shares of Common Stock purchased upon the
exercise of an Option shall be issued in the name of the Participant and
delivered to the Participant as soon as practicable following the effective date
on which the Option is exercised; provided, however, that such delivery shall be
effected for all purposes when a stock transfer agent of the Company shall have
deposited such certificates in the United States mail, addressed to the
Participant.

                  (6) During the lifetime of a Participant each Option granted
to him shall be exercisable only by him or, in the case of a non-qualified stock
option, a Family Member or Family Entity of such participant. No Option shall be
assignable or transferable by a participant except by (i) will or by the laws of
descent and distribution or in the case of a non-qualified stock option (ii)
pursuant to a gift or a domestic relations order to a Family Member or Family
Entity.

         (d)      Limitations on Grant of Incentive Stock Options

                  (1) The aggregate Fair Market Value of shares of Common Stock
with respect to which "incentive stock options" (within the meaning of Section
422, without regard to Section 422(d) of the Code) are exercisable for the first
time by a Participant during any calendar year under the Plan (and any other
stock option plan of the Company, or any subsidiary of the Company shall not
exceed $100,000. Such Fair Market Value shall be determined as of the date on
which each such Incentive Stock Option is granted. If such aggregate Fair Market
Value of shares of Common Stock underlying such Incentive Stock Options exceeds
$100,000, then Incentive Stock Options granted hereunder to such Participant
shall, to the extent and in the order required by regulations promulgated under
the Code (or any other authority having the force of Regulations), automatically
be deemed to be Non-Qualified Stock Options, but all other terms and


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provisions of such Incentive Stock Options shall remain unchanged. In the
absence of such Regulations (and authority), or if such Regulations (or
authority) require or permit a designation of the options which shall cease to
constitute Incentive Stock Options, Incentive Stock Options shall, to the extent
of such excess and in the order in which they were granted, automatically be
deemed to be Non-Qualified Stock Options, but all other terms and provisions of
such Incentive Stock Options shall remain unchanged.

                  (2) No Incentive Stock Option may be granted to an individual
if, at the time of the proposed grant, such individual owns, directly or
indirectly (based on the attribution rules in Section 424(d) of the Code) stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Company or any of its subsidiaries, unless (i) the
exercise price of such Incentive Stock Option is at least 110% of the Fair
Market Value of a share of Common Stock at the time such Incentive Stock Option
is granted and (ii) such Incentive Stock Option is not exercisable after the
expiration of five years from the date such Incentive Stock Option is granted.

           (e)    Effect of Termination of Employment or Service

                  (1) If the employment or service of a Participant with the
Company shall terminate for any reason other than Cause, permanent and total
disability (within the meaning of Section 22(e)(3) of the Code) or the death of
the Participant (i) Options granted to such Participant, to the extent that they
were exercisable at the time of such termination, shall remain exercisable until
the expiration of one month after such termination, on which date they shall
expire, and (ii) Options granted to such Participant, to the extent that they
were not exercisable at the time of such termination, shall expire at the close
of business on the date of such termination; provided, however, that no Option
shall be exercisable after the expiration of its term.

                  (2) If the employment of a Participant with the Company shall
terminate as a result of the permanent and total disability (within the meaning
of Section 22(e)(3) of the Code) of the Participant, the voluntary retirement of
the Participant in accordance with the Company's retirement policy as then in
effect or the death of the Participant (i) Options granted to such Participant,
to the extent that they were exercisable at the time of such termination, shall
remain exercisable until the expiration of one year after such termination, on
which date they shall expire, and (ii) Options granted to such Participant, to
the extent that they were not exercisable at the time of such termination, shall
expire at the close of business on the date of such termination; provided,
however, that no Option shall be exercisable after the expiration of its term.

                  (3) In the event of the termination of a Participant's
employment for Cause, all outstanding Options granted to such Participant shall
expire at the commencement of business on the date of such termination.

         (f)      Acceleration of Exercise Date Upon Change in Control


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         Upon the occurrence of a Change in Control, each Option granted under
the Plan and outstanding at such time shall become fully and immediately
exercisable and shall remain exercisable until its expiration, termination or
cancellation pursuant to the terms of the Plan.




  7.     RESTRICTED STOCK

         The Committee may grant shares of Restricted Stock pursuant to the
Plan. Each grant of shares of Restricted Stock shall be evidenced by an
agreement in such form as the Committee shall from time to time approve. Each
grant of shares of Restricted Stock shall comply with and be subject to the
following terms and conditions:

         (a)      Issue Date and Vesting Date

         At the time of the grant of shares of Restricted Stock, the Committee
shall establish an Issue Date or Issue Dates and a Vesting Date or Vesting Dates
with respect to such shares. The Committee may divide such shares into classes
and assign a different Issue Date and/or Vesting Date for each class. Except as
provided in Sections 7(c) and 7(f) hereof, upon the occurrence of the Issue Date
with respect to a share of Restricted Stock, a share of Restricted Stock shall
be issued in accordance with the provisions of Section 7(d) hereof. Provided
that all conditions to the vesting of a share of Restricted Stock imposed
pursuant to Section 7(b) hereof are satisfied, and except as provided in
Sections 7(c) and 7(f) hereof, upon the occurrence of the Vesting Date with
respect to a share of Restricted Stock, such share shall vest and the
restrictions of Section 7(c) hereof shall cease to apply to such share.

          (b)     Conditions to Vesting

         At the time of the grant of shares of Restricted Stock, the Committee
may impose such restrictions or conditions, not inconsistent with the provisions
hereof, to the vesting of such shares as it in its absolute discretion deems
appropriate. By way of example and not by way of limitation, the Committee may
require, as a condition to the vesting of any class or classes of shares of
Restricted Stock, that the Participant or the Company achieve certain
performance criteria, such criteria to be specified by the Committee at the time
of the grant of such shares.

         (c)      Restrictions on Transfer Prior to Vesting

          Prior to the vesting of a share of Restricted Stock, no transfer of a
Participant's rights with respect to such share, whether voluntary or
involuntary, by operation of law or otherwise, shall vest the transferee with
any interest or right in or with respect to such share, but immediately upon any
attempt to transfer such rights, such share, and all of the


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rights related thereto, shall be forfeited by the Participant and the transfer
shall be of no force or effect.

           (d)    Issuance of Certificates

                  (1) Except as provided in Sections 7(c) or 7(f) hereof,
reasonably promptly after the Issue date with respect to shares of Restricted
Stock, the Company shall cause to be issued a stock certificate, registered in
the name of the Participant to whom such shares were granted, evidencing such
shares: provided, that the Company shall not cause to be issued such a stock
certificates unless it has received a stock power duly endorsed in blank with
respect to such shares. Each such stock certificate shall bear the following
legend:

           The transferability of this certificate and the shares of stock
           represented hereby are subject to the restrictions, terms and
           conditions (including forfeiture and restrictions against transfer)
           contained in the eNote.com, Inc. - 2000 Incentive Stock Plan and an
           Agreement entered into between the registered owner of such shares
           and eNote.com, Inc. A copy of the Plan and Agreement is on file in
           the office of the Secretary of eNote.com, Inc. 185 Allen Brook Lane,
           Williston, Vermont 05495.

Such legend shall not be removed from the certificate evidencing such shares
until such shares vest pursuant to the terms hereof.

                  (2) Each certificate issued pursuant to Paragraph 7 (d)(1)
hereof, together with the stock powers relating to the shares of Restricted
Stock evidenced by such certificate, shall be held by the Company. The Company
shall issue to the Participant a receipt evidencing the certificates held by it
which are registered in the name of the Participant.

        (e)       Consequences Upon Vesting

        Upon the vesting of a share of Restricted Stock pursuant to the terms
hereof, the restrictions of Section 7(c) hereof shall cease to apply to such
share. Reasonably promptly after a share of Restricted Stock vests pursuant to
the terms hereof, the Company shall cause to be issued and delivered to the
Participant to whom such shares were granted, a certificate evidencing such
share, free of the legend set forth in Paragraph 7 (d)(1) hereof, together with
any other property of the Participant held by Company pursuant to Section 7(d)
hereof, provided, however, that such delivery shall be effected for all purposes
when the Company shall have deposited such certificate and other property in the
United States mail, addressed to the Participant.

        (f)       Effect of Termination of Employment


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                  (1) If the employment of a Participant with the Company shall
terminate for any reason other than Cause prior to the vesting of shares of
Restricted Stock granted to such Participant, a portion of such shares, to the
extent not forfeited or canceled on or prior to such termination pursuant to any
provision hereof, shall vest on the date of such termination. The portion
referred to in the preceding sentence shall be determined by the Committee at
the time of the grant of such shares of Restricted Stock and may be based on the
achievement of any conditions imposed by the Committee with respect to such
shares pursuant to Section 7(b). Such portion may equal zero.

                  (2) In the event of the termination of a Participant's
employment for Cause, all shares of Restricted Stock granted to such Participant
which have not vested as of the date of such termination shall immediately be
forfeited.

        (g)       Effect of Change in Control

        Upon the occurrence of a Change in Control, all shares of Restricted
Stock which have not theretofore vested (including those with respect to which
the Issue Date has not yet occur-red) shall immediately vest.


8.      STOCK APPRECIATION RIGHTS

         The Committee may grant Stock Appreciation Rights pursuant to the Plan.
Each grant of Stock Appreciation Rights shall be evidenced by an agreement in
such form as the Committee shall from time to time approve. Each grant of Stock
Appreciation Rights shall comply with and be subject to the following terms and
conditions:

        (a)    Vesting Date

        At the time of the grant of Stock Appreciation Rights, the Committee
shall establish a Vesting Date or Vesting Dates with respect to such rights. The
Committee may divide such shares into classes and assign a different Vesting
Date for each class. Provided that all conditions to the vesting of a Stock
Appreciation Right imposed pursuant to Section 8(c) hereof are satisfied, and
except as provided in Section 8(d) hereof, upon the occurrence of the Vesting
Date with respect to Stock Appreciation Rights, such right shall vest.

        (b)    Benefit Upon Vesting

        Upon the vesting of a Stock Appreciation Right, a Participant shall be
entitled to receive in cash, within 90 days of the date on which such right
vests, an amount in cash in a lump sum equal to the sum of (i) the Fair Market
Value of a share of Common Stock of the Company on the date on which such Stock
Appreciation Right vests and (ii) the aggregate amount of cash dividends paid
with respect to a share of Common Stock of the


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Company during the period commencing on the date on which the Stock Appreciation
Right was granted and terminating on the date on which such right vests.

        (c)    Conditions to Vesting

         At the time of the grant of Stock Appreciation Rights, the Committee
may impose such restrictions or conditions, not inconsistent with the provisions
hereof, to the vesting of such rights as it, in its absolute discretion deems
appropriate. By way of example and not by way of limitation, the Committee may
require, as a condition to the vesting of any class or classes of Stock
Appreciation Rights, that the Participant or the Company achieve certain
performance criteria, such criteria to be specified by the Committee at the time
of the grant of such rights.

        (d)   Effect of Termination of Employment

              (1) If the employment of a Participant with the Company shall
terminate for any reason other than Cause prior to the vesting of Stock
Appreciation Rights granted to such Participant a portion of such rights, to the
extent not forfeited or canceled on or prior to such termination pursuant to any
provision hereof, shall vest on the date of such termination. The portion
referred to in the preceding sentence shall be determined by the Committee at
the time of the grant of such Stock Appreciation Right and may be based on the
achievement of any conditions imposed by the Committee with respect to such
rights pursuant to Section 8(c). Such portion may equal zero.

              (2) In the event of the termination of a Participant's employment
for Cause, all Stock Appreciation Rights granted to such Participant which have
not vested as of the date of such termination shall immediately be forfeited.

       (e)      Effect of Change in Control

         Upon the occurrence of a Change in Control, all Stock Appreciation
Rights which have not theretofore vested shall immediately vest.

9.      STOCK BONUSES

         The Committee may, in its absolute discretion, grant Stock Bonuses in
such amounts as it shall determine from time to time. A Stock Bonus shall be
paid at such time and subject to such conditions as the Committee shall
determine at the time of the grant of such Stock Bonus. Certificates for shares
of Common Stock granted as a Stock Bonus shall be issued in the name of the
Participant to whom such grant was made and delivered to such Participant as
soon as practicable after the date on which such Stock Bonus is required to be
paid.

10.     CASH BONUSES


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<PAGE>


         The Committee may, in its absolute discretion, grant in connection with
any grant of Restricted Stock or Stock Bonus or at any time thereafter, a cash
bonus, payable promptly after the date on which the Participant is required to
recognize income for federal income tax purposes in connection with such
Restricted Stock or Stock Bonus, in such amounts as the Committee shall
determine from time to time; provided, however, that in no event shall the
amount of a Cash Bonus exceed the Fair Market Value of the related shares of
Restricted Stock or Stock Bonus on such date. A Cash Bonus shall be subject to
such conditions as the Committee shall determine at the time of the grant of
such Cash Bonus.


11.     ADJUSTMENT UPON CHANGES IN COMMON STOCK

        (a) Outstanding Restricted Stock and Stock Appreciation Rights

        Unless the Committee in its absolute discretion otherwise determines, if
a Participant receives any securities or other property (including dividends
paid in cash) with respect to a share of Restricted Stock, the Issue Date with
respect to which occurs prior to such event, but which has not vested as of the
date of such event, as a result of any dividend, stock split, recapitalization,
merger, consolidation, combination, exchange of shares or otherwise, such
securities or other property will not vest until such share of Restricted Stock
vests, and shall be held by the Company pursuant to Paragraph 7 (d) (2) hereof.

        The Committee may, in its absolute discretion, adjust any grant of
shares of Restricted Stock, the Issue Date with respect to which has not
occurred as of the date of the occurrence of any of the following events, or any
grant of Stock Appreciation Rights, to reflect any dividend, stock split,
recapitalization, merger, consolidation, combination, exchange of shares or
similar corporate change as the Committee may deem appropriate to prevent the
enlargement or dilution of rights of Participants under the grant.

        (b) Outstanding Options, Increase or Decrease in Issued Shares Without
Consideration

        Subject to any required action by the shareholders of the Company, in
the event of any increase or decrease in the number of issued shares of Common
Stock resulting from a subdivision or consolidation of shares of Common Stock or
the payment of a stock dividend (but only on the shares of Common Stock), or any
other increase or decrease in the number of such shares effected without receipt
of consideration by the Company, the Committee shall proportionally adjust the
number of shares and the exercise price per share of Common Stock subject to
each outstanding Option.

        (c) Outstanding Options, Certain Mergers


                                       14
<PAGE>


        Subject to any required action by the shareholders of the Company, if
the Company shall be the surviving corporation in any merger or consolidation
(except a merger of consolidation as a result of which the holders of shares of
Common Stock receive securities of another corporation), each Option outstanding
on the date of such merger or consolidation shall entitle the Participant to
acquire upon exercise the securities which a holder of the number of shares of
Common Stock subject to such Option would have received in such merger or
consolidation.

        (d)       Outstanding Options, Certain Other Transactions

        In the event of a dissolution or liquidation of the Company, a sale of
all or substantially all of the Company's assets, a merger or consolidation
involving the Company in which the Company is not the surviving corporation or a
merger or consolidation involving the Company in which the Company is the
surviving corporation but the holders of shares of Common Stock receive
securities of another corporation and/or other property, including cash, the
Committee shall, in its absolute discretion, have the power to:

                  (1) cancel, effective immediately prior to the occurrence of
such event, each Option outstanding immediately prior to such event (whether or
not then exercisable), and, in full consideration of such cancellation, pay to
the Participant to whom such Option was granted an amount in cash, for each
share of Common Stock subject to such Option equal to the excess of (A) the
value, as determined by the Committee in its absolute discretion, of the
property (including cash) received by the holder of a share of Common Stock as a
result of such event over (B) the exercise price of such Option; or

                  (2) provide for the exchange of each Option outstanding
immediately prior to such event (whether or not then exercisable) for an option
on some or all of the property for which such Option is exchanged and, incident
thereto, make an equitable adjustment as determined by the Committee in its
absolute discretion in the exercise price of the option, or the number of shares
or amount of property subject to the option or, if appropriate, provide for a
cash payment to the Participant to whom such Option was granted in partial
consideration for the exchange of the Option.

        (e) Outstanding Options. Other Changes

        In the event of any change in the capitalization of the Company or
corporate change other than those specifically referred to in Sections 11 (b),
(c) or (d) hereof, the Committee may, in its absolute discretion, make such
adjustments in the number and class of shares subject to Options outstanding on
the date on which such change occurs and in the per share exercise price of each
such Option as the Committee may consider appropriate to prevent dilution or
enlargement of rights.

        (f) No Other Rights


                                       15
<PAGE>


        Except as expressly provided in the Plan, no Participant shall have any
rights by reason of any subdivision or consolidation of shares of stock of any
class, the payment of any dividend, any increase or decrease in the number of
shares of stock of any class or any dissolution, liquidation, merger or
consolidation of the Company or any other corporation. Except as expressly
provided in the Plan, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Common Stock subject to an Incentive Award or the exercise
price of any Option.




12.      RIGHTS AS A SHAREHOLDER

         No person shall have any rights as a shareholder with respect to any
shares of Common Stock covered by or relating to any Incentive Award granted
pursuant to this Plan until the date of the issuance of a stock certificate with
respect to such shares. Except as otherwise expressly provided in Section 11
hereof, no adjustment to any Incentive Award shall be made for dividends or
other rights for which the record date occurs prior to the date such stock
certificate is issued.

13.      NO SPECIAL EMPLOYMENT RIGHTS; NO RIGHT TO INCENTIVE AWARD

         Nothing contained in the Plan or any Incentive Award shall confer upon
any Participant any right with respect to the continuation of his employment by
the Company or interfere in any way with the right of the Company, 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 an Incentive
Award.

        No person shall have any claim or right to receive an Incentive Award
hereunder. The Committee's granting of an Incentive Award to a Participant at
any time shall neither require the Committee to grant an Incentive Award to such
Participant or any other Participant or other person at any time nor preclude
the Committee from making subsequent grants to such Participant or any other
Participant or other person.

14.      SECURITIES MATTERS

        (a) The Company shall be under no obligation to effect the registration
pursuant to the Securities Act of any shares of Common Stock to be issued
hereunder or to effect similar compliance under any state laws. Notwithstanding
anything herein to the contrary, the Company shall not be obligated to cause to
be issued or delivered any


                                       16
<PAGE>


certificates evidencing shares of Common Stock pursuant to the Plan unless and
until the Company is advised by its counsel that the issuance and delivery of
such certificates is in compliance with all applicable laws, regulations of
governmental authority and the requirements of any securities exchange on which
shares of Common Stock are traded. The Committee may require, as a condition of
the issuance and delivery of certificates evidencing shares of Common Stock
pursuant to the terms hereof, that the recipient of such shares make such
covenants, agreements and representations, and that such certificates bear such
legends, as the Committee, in its sole discretion, deems necessary or desirable.

        (b) The exercise of any Option granted hereunder shall only be effective
at such time as counsel to the Company shall have determined that the issuance
and delivery of shares of Common Stock pursuant to such exercise is in
compliance with all applicable laws, regulations of governmental authorities and
the requirements of any securities exchange on which shares of Common Stock are
traded. The Company may, in its sole discretion, defer the effectiveness of any
exercise of an Option granted hereunder in order to allow the issuance of shares
of Common Stock pursuant thereto to be made pursuant to registration or an
exemption from registration or other methods for compliance available under
federal or state securities laws. The Company shall inform the Participant in
writing of its decision to defer the effectiveness of the exercise of an Option
granted hereunder. During the period that the effectiveness of the exercise of
an Option has been deferred, the Participant may, by written notice, withdraw
such exercise and obtain the refund of any amount paid with respect thereto.

15.      WITHHOLDING TAXES

        Whenever shares of Common Stock are to be issued upon the exercise of an
Option, the occurrence of the Issue Date or Vesting Date with respect to a share
of Restricted Stock or the payment of a Stock Bonus, the Company shall have the
right to require the Participant to remit to the Company in cash an amount
sufficient to satisfy federal, state and local withholding tax requirements, if
any, attributable to such exercise, occurrence or payment prior to the delivery
of any certificate or certificates for such shares. In addition, upon the grant
of a Cash Bonus or the making of a payment with respect to a Stock Appreciation
Right the Company shall have the right to withhold from any cash payment
required to be made pursuant thereto an amount sufficient to satisfy the
federal, state and local withholding tax requirements, if any, attributable to
such exercise or grant.

  16.    AMENDMENT OF THE PLAN

         The Board of Directors may at any time suspend or discontinue the Plan
or revise or amend it in any respect whatsoever, provided, however, that without
approval of the shareholders no revision or amendment shall (i) except as
provided in Section 11 hereof, increase the number of shares of Common Stock
that may be issued under the Plan, (ii) materially increase the benefits
accruing to individuals holding Incentive Awards granted


                                       17
<PAGE>


pursuant to the Plan or (iii) materially modify the requirements as to
eligibility for participation in the Plan.

  17.    NO OBLIGATION TO EXERCISE

         The grant to a Participant of an Option shall impose no obligation upon
  such Participant to exercise such Option.

  18.    TRANSFERS UPON DEATH

         Upon the death of a Participant, outstanding Incentive Awards granted
  to such Participant may be exercised only by the executors or administrators
  of the Participant's estate or by any person or persons who shall have
  acquired such right to exercise by will or by the laws of descent and
  distribution. No transfer by will or the laws of descent and distribution of
  any Incentive Award, or the right to exercise any Incentive Award, shall be
  effective to bind the Company unless the Committee shall have been furnished
  with (a) written notice thereof and with a copy of the will and/or such
  evidence as the Committee may deem necessary to establish the validity of the
  transfer and (b) an agreement by the transferee to comply with all the terms
  and conditions of the Incentive Award that are or would have been applicable
  to the Participant and to be bound by the acknowledgments made by the
  Participant in connection with the grant of the Incentive Award.


  19.    EXPENSES AND RECEIPTS

         The expenses of the Plan shall be paid by the Company. Any proceeds
  received by the Company in connection with any Incentive Award will be used
  for general corporate purposes.

  20.    FAILURE TO COMPLY

         In addition to the remedies of the Company elsewhere provided for
  herein, failure by a Participant to comply with any of the terms and
  conditions of the Plan or the agreement executed by such Participant
  evidencing an Incentive Award, unless such failure is remedied by such
  Participant within ten days after having been notified of such failure by the
  Committee, shall be grounds for the cancellation and forfeiture of such
  Incentive Award, in whole or in part as the Committee, in its absolute
  discretion, may determine.

  21.    EFFECTIVE DATE AND TERM OF PLAN

         The Plan was adopted by the Board of Directors effective __________,
  2000 subject to approval by the shareholders of the Company in accordance with
  applicable law, the requirements of Section 422 of the Code and the
  requirements of Rule 16b-3


                                       18
<PAGE>


  under Section 16(b) of the Exchange Act. No Incentive Award may be granted
  under the Plan after _______, 2010. Incentive Awards may be granted under the
  Plan at any time prior to the receipt of such shareholder approval; provided,
  however, that each such grant shall be subject to such approval. Without
  limitation on the foregoing, no Option may be exercised prior to the receipt
  of such approval, no share certificate shall be issued pursuant to a grant of
  Restricted Stock or Stock Bonus prior to the receipt of such approval and no
  Cash Bonus or payment with respect to a Stock Appreciation Right shall be paid
  prior to the receipt of such approval. If the Plan is not approved by the
  Company's shareholders, then the Plan and all Incentive Awards then
  outstanding hereunder shall forthwith automatically terminate and be of no
  force and effect.









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