ORIGIN INVESTMENT GROUP, INC.

                          MANAGEMENT INCENTIVE PROGRAM

                         EFFECTIVE AS OF JANUARY 1, 2000


1.       ESTABLISHMENT AND EFFECTIVE DATE OF PLAN

     Origin  Investment  Group,  Inc. (the  "Company")  hereby adopts the Origin
Investment  Group,  Inc.  Management  Incentive  Program  (the  "Plan")  for its
executive  officers and certain other  executives  of the Company,  its Business
Units and affiliates who are in management  positions designated as eligible for
participation  by the Compensation  Committee (the  "Committee") of the Board of
Directors  of the Company or its  designee.  The Plan shall be  effective  as of
January 1, 2000 and shall  remain in effect,  subject to the rights of amendment
and  termination  in Section 15.  Payments  under the Plan shall only be made to
Named Executive  Officers after the Plan is approved by the  stockholders of the
Company, unless the Board of Directors determines otherwise.

2.       PURPOSE OF THE PLAN

     The purpose of the Plan is to reward  certain key  management  personnel of
the Company and its Business Units for achieving  performance goals relating to,
among  other  things,  increasing  operating  income and  return on  investment,
increasing  shareholder  value,  promoting growth and efficient use of resources
and achieving specific individual goals.

3.       DEFINITIONS

     (a)  "Base  Annual  Salary"  means  the  base  salary   established  for  a
Participant  during the  applicable  Plan Year,  as  determined by the Committee
(which  shall  include  the amount of any  pre-tax  deferrals  or other  pre-tax
payments made by the  Participant  to the  Company's  deferred  compensation  or
welfare plans, whether qualified or non-qualified).

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

     (c) "Business Unit" means a separate business operating unit of the Company
with respect to which separate performance goals may be established hereunder.

     (d) "Change in Control" means any of the following events:

     (i) The  acquisition  (other than from the Company) by any "Person" (as the
term person is used for  purposes of Sections  13(d) or 14(d) of the  Securities
Exchange  Act of 1934,  as amended  (the "1934  Act")) of  beneficial  ownership
(within  the  meaning  of Rule 13d-3  promulgated  under the 1934 Act) of twenty
percent  (20%)  or more of the  combined  voting  power  of the  Company's  then
outstanding voting securities; or

     (ii) The  individuals  who, as of January 1, 2000, are members of the Board
of Directors  (the  "Incumbent  Board"),  cease for any reason to  constitute at
least  two-thirds  of the Board of  Directors;  provided,  however,  that if the
election, or nomination for election by the Company's  stockholders,  of any new
director was approved by a vote of at least  two-thirds of the Incumbent  Board,
such new director shall, for purposes of this Plan, be considered as a member of
the Incumbent Board; or

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    (iii)  Approval  by  stockholders  of  the  Company  of  (1)  a  merger  or
consolidation  involving  the  Company  if  the  stockholders  of  the  Company,
immediately  before  such  merger or  consolidation  do not, as a result of such
merger or consolidation,  own,  directly or indirectly,  more than fifty percent
(50%) of the combined voting power of the then outstanding  voting securities of
the corporation resulting from such merger or consolidation in substantially the
same  proportion as their  ownership of the combined  voting power of the voting
securities  of  the  Company  outstanding  immediately  before  such  merger  or
consolidation, or (2) a complete liquidation or dissolution of the Company or an
agreement for the sale or other  disposition of all or substantially  all of the
assets of the Company.

     Notwithstanding  the  foregoing,  for  purposes  of  subsection  (i) above,
"person"  shall not  include any person who on the date hereof owns 100% or more
of the Company's  outstanding  securities,  and a Change in Control shall not be
deemed to occur  solely  because  twenty  percent  (20%) or more of the combined
voting power of the Company's then  outstanding  securities is acquired by (i) a
trustee or other fiduciary holding securities under one or more employee benefit
plans  maintained  by  the  Company  or any of its  subsidiaries,  or  (ii)  any
corporation,  which, immediately prior to such acquisition, is owned directly or
indirectly by the  stockholders  of the Company in the same  proportion as their
ownership of stock in the Company immediately prior to such acquisition.

     (e) "Chief  Executive  Officer"  means the chief  executive  officer of the
Company, unless otherwise specified.

     (f) "Code" means the Internal Revenue Code of 1986, as amended.

     (g) "Committee" means the Compensation  Committee of the Board of Directors
or any other committee designated by the Board of Directors which is responsible
for administering the Plan.

     (h) "Common  Stock" means the common stock of the Company,  par value $.001
per share.

     (i) "Company" means Origin Investment Group, Inc., a Maryland  corporation,
and its successors.

     (j) "Estimated  Earnings"  means the Company's  estimated  earnings for the
fiscal year based upon the consensus estimate  forecasted by analysts and market
makers for the fiscal year, as adjusted by the Committee in its discretion.

     (k) "Incentive Award" or "Award" means the cash and, if applicable,  Shares
or restricted Shares awarded to Participants under the terms of the Plan.

     (l) "Maximum  Award"  means the maximum  percentage  of Base Annual  Salary
which  may be  paid  based  upon  the  Company's  or  Business  Unit's  Relative
Performance during the Plan Year.

     (m) "Named  Executive  Officer"  means a Participant  who as of the date of
payment of an Incentive Award is one of the group of "covered  employees"  under
Code Section 162(m) and the regulations thereunder.

     (n) "Participant"  means an executive of the Company, a Business Unit or an
affiliate who is designated by the Committee (or its designee) to participate in
the Plan.

     (o)  "Personal  Performance  Goals"  means the goals  established  for each
Participant each year to improve the effectiveness of the Participant's  area of
responsibility as well as the Company as a whole.

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     (p) "Plan  Year"  means the twelve  month  period  which is the same as the
Company's fiscal year. The initial Plan Year shall be January 1 through December
31, 2000.

     (q) "Program Rules" means the eligible Participants,  performance measures,
Incentive Award amounts, and other rules and conditions  established annually by
the  Committee  pursuant to Section 4, subject to  ratification  by the Board of
Directors.  The  Program  Rules for  Participants  other  than  Named  Executive
Officers may be established by a designee of the Committee.

     (r)  "Relative  Performance"  means the  extent to which  the  Company,  or
designated  Business Unit, as applicable,  achieves the performance  measurement
criteria set forth in the Program Rules.

     (s) "Shares" means the shares of Common Stock of the Company (including any
new,  additional  or different  stock or securities  resulting  from the changes
described in Section 7).

     (t) "Target Award" means the percentage (which may vary among  Participants
and from Plan Year to Plan Year) of Base Annual  Salary  which will be paid to a
Participant  as an  Incentive  Award  if the  performance  measurement  criteria
applicable to the Participant for the Plan Year is achieved, as reflected in the
Program Rules for such Plan Year.

     (u)  "Threshold  Award" means the minimum  percentage of Base Annual Salary
which may be paid based on the Company's  Relative  Performance  during the Plan
Year.

4.       ADMINISTRATION OF THE PLAN

     The Plan will be  administered  by the Committee;  provided,  however,  the
Committee  shall  have  the  right  to  delegate  as it may  deem  necessary  or
appropriate to the Chairman of the Board, the Chief Executive Officer, the Chief
Operating   Officer  or  the  Chief   Financial   Officer  its   authority   and
responsibility  for  administration  of  parts  of the  Plan  as it  applies  to
Participants  other than Named Executive  Officers.  Subject to the right of the
Board of Directors to ratify such Program Rules, the Committee (or its designee)
will have the  authority,  from time to time, to determine the Program Rules for
the following matters:

     (a) the executives who are eligible to participate in the Plan;

     (b) the  types of Awards  to grant  under  the  Plan,  such as the use of a
performance  matrix or bonus pool,  which may vary among  Participants  and from
year to year;

     (c) the Target Award, Maximum Award and Threshold Award that can be granted
to each  Participant  and the  method  for  determining  such  award,  which the
Committee may amend from time to time;

         (d) the performance targets and the measurement  criteria to be used in
determining the Company's or a Business Unit's Relative Performance,  which will
include one or more of the following,  as determined by the Committee each year:
operating income, return on investment, Estimated Earnings, net income, earnings
per share,  return on equity,  return on assets (or net assets),  profit  before
taxes, market value of the Company's stock, and total shareholder return;

         (e) the time or times and the conditions (such as continuing employment
requirements) subject to which any Incentive Award may become payable; and

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         (f) the form in which the Award will be paid,  such as cash,  Shares or
restricted Shares or any combination of the foregoing.

         The Program Rules will be adopted by the Committee prior to, or as soon
as  practical  after,  the  commencement  of  each  Plan  Year.  Subject  to the
provisions  of the Plan and its  right to  delegate  its  responsibilities,  the
Committee will also have the  discretionary  authority to interpret the Plan and
the Incentive  Awards  issued under the Plan;  to  prescribe,  amend and rescind
rules and regulations relating to the Plan and the Awards; and to make all other
determinations  deemed  necessary or advisable in  administering  the Plan.  The
determinations  of the Committee on the matters  referred to in  paragraphs  (a)
through (f) of this Section 4 shall be submitted at least  annually to the Board
of Directors for its consideration  and  ratification.  For Participants who are
not Named  Executive  Officers,  the Committee may in its  discretion  establish
performance measures not listed in this Section 4 without obtaining  shareholder
approval.


5.       PARTICIPATION

         Eligibility for  participation in the Plan is limited to the Presidents
and certain  other  executives  of the  Company's  Business  Units or affiliates
thereof who hold key management and staff  positions.  From among those eligible
and based upon the recommendations of the Chairman of the Board and/or the Chief
Executive  Officer and other designees,  the Committee will designate by name or
position the  Participants  each Plan Year. Any employee who is a Participant in
one Plan Year may be excluded  from  participation  in any other Plan Year.  If,
during the Plan  Year,  a  Participant  other  than a Named  Executive  Officer,
changes employment  positions to a new position which corresponds to a different
award level, the Committee may, in its discretion adjust the Participant's award
level for such Plan  Year.  The  Committee  may,  in its  discretion,  designate
employees who are hired after the beginning of the Plan Year as Participants for
such Plan Year and as eligible to receive full or partial  Incentive  Awards for
such year.


6.       INCENTIVE AWARDS

         (A)    DETERMINATION OF THE AMOUNT OF INCENTIVE AWARDS

         As soon as administratively  practical after the end of each Plan Year,
the  Committee  shall  certify the extent to which the  performance  targets and
measurement  criteria  established  pursuant to Section 4 have been achieved for
such Plan Year based upon information  prepared by the Company's Chief Financial
Officer.  Subject to the right to  decrease  an award as  described  in the next
paragraph,  the Participant's Incentive Award shall be computed by the Committee
based upon the achievement of the established  performance targets,  measurement
criteria and the  requirements  of the Plan.  The Committee  may in  determining
whether performance targets have been met adjust the Company's financial results
to  exclude  the  effect of unusual  charges  or income  items or other  events,
including acquisitions or dispositions of businesses or assets,  restructurings,
reductions in force, currency  fluctuations or changes in accounting,  which are
distortive of financial  results  (either on a segment or  consolidated  basis);
provided,  that for  purposes  of  determining  the  Incentive  Awards  of Named
Executive  Officers,  the Committee  shall exclude unusual items whose exclusion
has the effect of increasing  income,  earnings,  or other  measurements if such
items  constitute  "extraordinary  items" under  generally  accepted  accounting
principles or are  significant  unusual items.  In addition,  the Committee will
adjust its calculations to exclude the effect on financial results of changes in
the Code or other tax laws, or the regulations relating thereto.

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         The  Committee  may,  in  its  discretion,  decrease  the  amount  of a
Participant's  Incentive Award for a Plan Year based upon such factors as it may
determine,  including  the  failure of the  Company  or a Business  Unit to meet
certain  performance goals or of a Participant to meet his Personal  Performance
Goals.  The factors to be used in reducing an Incentive Award may be established
at the beginning of a Plan Year and may vary among Participants.

         In the event that the  Company's or a Business  Unit's  performance  is
below the performance  thresholds for the Plan Year and the Incentive Awards are
reduced or canceled,  the Committee may in its discretion grant Incentive Awards
to  deserving  Participants,  except for  Participants  who are Named  Executive
Officers.

         The  Program  Rules  and  Incentive  Awards  under  the  Plan  shall be
administered  in a manner  to  qualify  payments  under  the  Plan to the  Named
Executive Officers for the performance based exception under Code Section 162(m)
and the regulations  thereunder,  except where the Board of Directors determines
such compliance is not necessary or desirable.  The maximum Incentive Award that
may be paid to an individual  Participant  for a Plan Year shall not exceed $1.0
million.

         (B)    ELIGIBILITY FOR PAYMENT OF INCENTIVE AWARD

         No  Participant  will have any vested  right to receive  any  Incentive
Award until such date as the Board of Directors has ratified the Committee's (or
its  designee's)  recommendation  with  respect  to the  payment  of  individual
Incentive Awards, except where the Committee determines such ratification is not
necessary.  No  Incentive  Award will be paid to any  Participant  who is not an
active  employee  of the  Company  or an  affiliate  on the  date  the  Board of
Directors has ratified the payment of such Incentive Awards; provided,  however,
at the discretion of the Committee or its designee  (subject to  ratification by
the  Board of  Directors,  where  required),  a partial  Incentive  Award may be
authorized by the Committee to be paid to Participants (or their  beneficiaries)
who are  terminated by the Company  without  cause or who retire,  die or become
permanently and totally disabled during the Plan Year or prior to payment of the
Incentive  Award.  No Participant  entitled to receive an Incentive  Award shall
have any interest in any specific asset of the Company,  and such  Participant's
rights  shall be  equivalent  to that of a  general  unsecured  creditor  of the
Company.

         (C)    PAYMENTS OF AWARDS

         The Awards will be payable in cash,  provided that the Committee  shall
have the  authority to provide in the Program Rules that all or a portion of the
Award will be paid in Shares  and/or that the  Participant  may elect to receive
all or a portion of his Award in Shares.  For this  purpose,  the Shares will be
valued at the closing price of the Shares on the primary securities  exchange on
which they are traded on the last  trading  day of the fiscal  year,  unless the
Committee provides otherwise.  The Committee may elect to place transferability,
vesting and resale restrictions on the Shares.

         The  Committee  may  also  provide  in the  Program  Rules  that if the
Participant  elects to receive a portion of the Award in Shares, the Participant
will receive an additional  number of Shares  ("Additional  Shares")  equal to a
certain  percentage  (not to exceed  100%) of the number of Shares  received  by
reason of his election,  plus an additional  cash bonus equal to the fair market
value  (determined  as of  the  last  trading  day of the  fiscal  year)  of the
Additional  Shares  received  multiplied  by a percentage  amount to help offset
income tax liability.  The Committee may elect to place restrictions,  such as a
vesting schedule related to continuing employment,  transferability,  and resale
restrictions,  on the  Additional  Shares.  Subject to adjustment as provided in
Section 7, the maximum number of Shares that may be issued  pursuant to the Plan
is 250,000.

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         Payment of the Awards  shall be made  within 90 days after the close of
the  Company's  fiscal  year,  or such other  period as may be  specified by the
Committee in the Program Rules.


7.       RECAPITALIZATION OF THE COMPANY

         In the event of a recapitalization of the Company or its merger into or
consolidation  with  another  corporation,  a  Participant  shall be entitled to
receive such securities  which he or she would have been entitled to receive had
he or she been a shareholder of the Company  holding Shares pursuant to the Plan
at the time of such recapitalization, merger or consolidation. In the event of a
stock split,  stock dividend or combination of shares with respect to the Common
Stock of the Company after the  determination of the number of Shares to which a
Participant is entitled but before  delivery of such Shares to the  Participant,
then the number of Shares  that such  Participant  shall be  entitled to receive
shall be proportionately adjusted.

8.       INVESTMENT REPRESENTATION AND RESTRICTIONS ON THE STOCK

         Any Shares to be issued to a  Participant  pursuant  to the Plan may be
unregistered and, at the option of the Company,  the Participant may be required
to execute an investment letter in form satisfactory to the Company.  The Shares
shall  bear  a  legend   reflecting  the  investment   representation   and  the
unregistered status of the Shares.


9.       CHANGE IN CONTROL

         The  Committee  may  provide  in the  Program  Rules  or in  the  Award
agreement  that upon the  occurrence of a Change in Control,  the  Participant's
Incentive Award for the Plan Year, determined at the Target Award level (without
any reductions under Section 6(a)) shall be deemed to have been fully earned for
the Plan Year. The Committee may also provide that the Participant shall only be
entitled to a pro rata portion of his  Incentive  Award based upon the number of
days  within  the Plan Year that had  elapsed  as of the  effective  date of the
Change in Control. The Award agreement may also provide for accelerated payments
of Incentive Awards upon the occurrence of a Change in Control.


10.      DEFERRAL

         The  Committee  may permit a  Participant  to defer to another  plan or
program such Participant's receipt of Shares or cash that would otherwise be due
to such  Participant  by virtue of earning an Award under this Plan. If any such
deferral  election  is  required  or  permitted,  the  Committee  shall,  in its
discretion, establish rules and procedures for such payment deferral.


11.      BENEFICIARY

         Each Participant will designate a person or persons to receive,  in the
event of death,  any  Incentive  Award to which he or she would then be entitled
under Section 6(b). Such  designation  will be made in the manner  determined by
the Committee and may be revoked by the Participant in writing. If a Participant
fails  effectively  to designate a  beneficiary,  then his or her estate will be
deemed to be the beneficiary.


12.      WITHHOLDING OF TAXES

         The Company  shall deduct from each  Incentive  Award the amount of any
taxes required to be withheld by any governmental authority.

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13.      EMPLOYMENT

         Nothing  in the Plan or in any  Incentive  Award  shall  confer  (or be
deemed to confer)  upon any  Participant  the right to continue in the employ of
the Company,  a Business Unit or an affiliate,  or interfere with or restrict in
any way the rights of the Company,  a Business Unit or an affiliate to discharge
any Participant at any time for any reason whatsoever, with or without cause.


14.      SUCCESSORS

         All obligations of the Company under the Plan with respect to Incentive
Awards  granted  hereunder  shall be binding upon any  successor to the Company,
whether such successor is the result of an acquisition of stock or assets of the
Company, a merger, a consolidation or otherwise.


15.      TERMINATION AND AMENDMENT OF THE PLAN; GOVERNING LAW

         The  Committee,  subject  to the  ratification  rights  of the Board of
Directors,  has the right to suspend or  terminate  the Plan at any time,  or to
amend the Plan in any respect,  provided  that no such action will,  without the
consent of a Participant,  adversely affect his or her rights under an Incentive
Award approved under Section 6(b).

         The Plan shall be interpreted and construed under the laws of the State
of Maryland.

         The Plan is intended to comply  with Rule 16b-3  promulgated  under the
Securities  Exchange Act of 1934, as amended,  and the Committee shall interpret
and administer  the  provisions of the Plan and any Award  agreement in a manner
consistent  therewith.  Any  provisions  inconsistent  with such  Rule  shall be
inoperative and shall not affect the validity of the Plan.

         In the event that  changes  are made to Code  Section  162(m) to permit
greater flexibility with respect to any Award under the Plan, the Committee may,
subject to this Section 15, make any  adjustments  it deems  appropriate in such
Award.

                        AS ADOPTED BY THE BOARD OF DIRECTORS,
                                December 3, 1999

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