ORIGIN INVESTMENT GROUP, INC.

                              STOCK INCENTIVE PLAN

ARTICLE 1.  ESTABLISHMENT, PURPOSE, AND DURATION

1.1  ESTABLISHMENT  OF THE PLAN.  Origin  Investment  Group,  Inc.,  a  Maryland
Corporation  (hereinafter  referred to as the "COMPANY"),  hereby  establishes a
stock option and  incentive  award plan known as the "Origin  Investment  Group,
Inc. Stock Incentive Plan" (the "PLAN"), as set forth in this document. The Plan
permits  the grant of  Incentive  Stock  Options,  Nonqualified  Stock  Options,
Restricted Stock, Stock Awards,  Performance Share Awards and Stock Appreciation
Rights.

         The Plan shall become effective on the date it is approved by the Board
of  Directors  (the  "EFFECTIVE  DATE"),  subject to approval of the Plan by the
Company's  stockholders within the 12-month period immediately  thereafter,  and
shall remain in effect as provided in SECTION 1.3.

         1.2  PURPOSE OF THE PLAN.  The purpose of the Plan is to secure for the
Company and its  shareholders  the benefits of the  incentive  inherent in stock
ownership in the Company by employees,  directors, and other persons who perform
services  for  the  Company,  who are  responsible  for its  future  growth  and
continued  success.  The Plan promotes the success and enhances the value of the
Company by linking the personal  interests of Participants (as defined below) to
those of the  Company's  shareholders,  and by  providing  Participants  with an
incentive for outstanding  performance.  The Plan is further intended to provide
flexibility  to the Company in its ability to  motivate,  attract and retain the
services of Participants  upon whose  judgment,  interest and special effort the
successful conduct of its operation largely depends.

         1.3  DURATION OF THE PLAN.  The Plan shall  commence  on the  Effective
Date, and shall remain in effect, subject to the right of the Board of Directors
to amend or terminate the Plan at any time pursuant to ARTICLE 14, until the day
prior to the tenth (10th) anniversary of the Effective Date.

ARTICLE 2.  DEFINITIONS

        Whenever used in the Plan,  the following  terms shall have the meanings
set forth below:

         (a) "AGREEMENT" means an agreement entered into by each Participant and
the Company, setting forth the terms and provisions applicable to Awards granted
to Participants under this Plan.

         (b) "AWARD" means,  individually  or  collectively,  a grant under this
Plan of Incentive Stock Options,  Nonqualified Stock Options,  Restricted Stock,
Stock Awards, Performance Share Awards or Stock Appreciation Rights.

         (c) "BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP" shall have the meaning
ascribed to such term in Rule 13d-3 of the Exchange Act.

         (d) "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the
Company.

         (e) "CAUSE" means: (i) willful  misconduct on the part of a Participant
that is  materially  detrimental  to the Company;  or (ii) the  conviction  of a
Participant  for the  commission  of a felony.  The  existence of "Cause"  under
either (i) or (ii) shall be determined  by the  Committee.  Notwithstanding  the
foregoing,  if the Participant has entered into an employment  agreement that is

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binding  as of the  date  of  employment  termination,  and if  such  employment
agreement  defines  "Cause,"  and/or  provides  a means of  determining  whether
"Cause"  exists,  such  definition  of  "Cause"  and  means of  determining  its
existence shall supersede this provision.

         (f) "CODE"  means the Internal  Revenue  Code of 1986,  as amended from
time to time.

         (g) "COMMITTEE" means a committee of two or more Non-Employee Directors
appointed by the Board to administer  the Plan with respect to grants of Awards,
as specified in ARTICLE 3, and to perform the function set forth therein.

         (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, or any successor thereto as provided in ARTICLE 17.

         (j)  "CORRESPONDING  SAR" means an SAR that is granted in relation to a
particular  Option  and that can be  exercised  only upon the  surrender  to the
Company, unexercised, of that portion of the Option to which the SAR relates.

         (k)  "DIRECTOR"  means any  individual  who is a member of the Board of
Directors of the Company.

         (l)  "DISABILITY"  shall have the meaning  ascribed to such term in the
Company's long-term disability plan covering the Participant,  or in the absence
of such plan, a meaning consistent with Section 22(e)(3) of the Code.

         (m)  "EMPLOYEE"  means any  employee of the Company,  or the  Company's
Subsidiaries.  Directors  who are not  otherwise  employed by the Company or the
Company's Subsidiaries are not considered Employees under this Plan.

         (n)  "EFFECTIVE  DATE" shall have the meaning  ascribed to such term in
SECTION 1.1.

         (o)  "EXCHANGE  ACT"  means the  Securities  Exchange  Act of 1934,  as
amended from time to time, or any successor act thereto.

         (p) "FAIR MARKET VALUE" shall be determined as follows:

                  (i) If, on the  relevant  date,  the  Shares  are  traded on a
                  national  or  regional  securities  exchange  or on The Nasdaq
                  Stock Market ("Nasdaq") and closing sale prices for the Shares
                  are customarily quoted, on the basis of the closing sale price
                  on the principal  securities  exchange on which the Shares may
                  then be traded  or,  if there is no such sale on the  relevant
                  date,  then on the  immediately  preceding day on which a sale
                  was reported;

                  (ii) If, on the  relevant  date,  the Shares are not listed on
                  any securities  exchange or traded on Nasdaq, but nevertheless
                  are  publicly  traded and reported on Nasdaq  without  closing
                  sale prices for the Shares being  customarily  quoted,  on the
                  basis of the mean between the closing bid and asked quotations
                  in such other  over-the-counter  market as reported by Nasdaq;
                  but,  if  there  are  no  bid  and  asked  quotations  in  the
                  over-the-counter  market as  reported  by Nasdaq on that date,
                  then the mean between the closing bid and asked  quotations in
                  the  over-the-counter  market  as  reported  by  Nasdaq on the
                  immediately  preceding  day such  bid and  asked  prices  were
                  quoted; and

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                  (iii) If, on the  relevant  date,  the Shares are not publicly
                  traded as described  in (i) or (ii),  on the basis of the good
                  faith determination of the Committee.

         (q)  "INCENTIVE  STOCK  OPTION"  or "ISO"  means an option to  purchase
Shares granted under ARTICLE 6 which is designated as an Incentive  Stock Option
and is intended to meet the requirements of Section 422 of the Code.

         (r) "INITIAL  VALUE" means,  with respect to a  Corresponding  SAR, the
Option Price per share of the related Option, and with respect to an SAR granted
independently  of an Option,  the Fair Market Value of one share of Common Stock
on the date of grant.

         (s) "INSIDER"  shall mean an Employee who is, on the relevant  date, an
officer or a director,  or a ten percent (10%)  beneficial owner of any class of
the Company's equity securities that is registered pursuant to Section 12 of the
Exchange Act or any successor provision, as "officer" and "director" are defined
under Section 16 of the Exchange Act.

         (t) "NAMED  EXECUTIVE  OFFICER" means a Participant who, as of the date
of vesting and/or payout of an Award is one of the group of "covered employees,"
as defined in the  regulations  promulgated  under Code Section  162(m),  or any
successor statute.

         (u)  "NON-EMPLOYEE  DIRECTOR"  means  a  Director  of the  Company  who
satisfies the requirements under Rule 16b-3(b)(3) of the Exchange Act.

         (v)  "NONQUALIFIED  STOCK OPTION" or "NQSO" means an option to purchase
Shares  granted  under  ARTICLE  6,  and  which  is not  intended  to  meet  the
requirements of Code Section 422.

         (w) "OPTION" means an Incentive  Stock Option or a  Nonqualified  Stock
Option.

         (x) "OPTION PRICE" means the price at which a Share may be purchased by
a Participant pursuant to an Option, as determined by the Committee.  The Option
Price  may not be less  than  the Fair  Market  Value of a Share on the date the
Option is granted.

         (y) "PARTICIPANT"  means an Employee,  a Director,  or other person who
performs  services for the Company or a Subsidiary,  who has been  determined by
the  Committee  to  contribute  significantly  to the  profits  or growth of the
Company and who has been granted an Award under the Plan which is outstanding.

         (z) "PERFORMANCE SHARE AWARD" means an Award, which, in accordance with
and subject to an  Agreement,  will  entitle the  Participant,  or his estate or
beneficiary in the event of the  Participant's  death,  to receive cash,  Common
Stock or a combination thereof.

         (aa) "PERSON"  shall have the meaning  ascribed to such term in Section
3(a)(9)  of the  Exchange  Act and used in  Sections  13(d) and  14(d)  thereof,
including a "group" as defined in Section 13(d) thereof.

         (bb) "RETIREMENT"  shall mean retiring from employment with the Company
or any Subsidiary on or after attaining age 65.

         (cc)  "RESTRICTED  STOCK"  means an Award of Common  Stock  granted  in
accordance with the terms of ARTICLE 8 and the other provisions of the Plan, and
which is nontransferable and subject to a substantial risk of forfeiture. Shares
of Common Stock shall cease to be Restricted  Stock when, in accordance with the
terms hereof and the applicable Agreement,  they become transferable and free of
substantial risk of forfeiture.

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         (dd) "SAR" means a stock appreciation right that entitles the holder to
receive,  with respect to each share of Common Stock encompassed by the exercise
of such  SAR,  the  amount  determined  by the  Committee  and  specified  in an
Agreement. In the absence of such specification, the holder shall be entitled to
receive in cash,  with respect to each share of Common Stock  encompassed by the
exercise  of such  SAR,  the  excess  of the  Fair  Market  Value on the date of
exercise over the Initial Value. References to "SARs" include both Corresponding
SARs and SARs  granted  independently  of Options,  unless the context  requires
otherwise.

         (ee)  "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 4.3).

         (ff) "STOCK  AWARD" means a grant of Shares under ARTICLE 8 that is not
generally  subject to  restrictions  and pursuant to which a certificate for the
Shares is transferred to the Employee.

         (gg) "SUBSIDIARY" means any corporation,  partnership, joint venture or
other entity in which the Company has a fifty  percent  (50%) or greater  voting
interest.

   ARTICLE 3.  ADMINISTRATION

         3.1 THE COMMITTEE.  The Plan shall be administered by the  Compensation
Committee of the Board, or by any other Committee appointed by the Board that is
granted authority to administer the Plan, with such Committee  consisting of not
less than two (2) Directors who are Non-Employee  Directors.  The members of the
Committee  shall be  appointed  from  time to time by,  and  shall  serve at the
discretion of, the Board of Directors.

         3.2 AUTHORITY OF THE COMMITTEE.  Subject to the provisions of the Plan,
the  Committee  shall have full power to select the  Employees,  Directors,  and
other  persons who perform  services  for the Company or a  Subsidiary,  who are
responsible  for  the  future  growth  and  success  of the  Company  who  shall
participate  in the Plan (who may change from year to year);  determine the size
and types of Awards;  determine  the terms and  conditions of Awards in a manner
consistent with the Plan (including conditions on the exercisability of all or a
part of an Option or SAR, restrictions on transferability and vesting provisions
on Restricted Stock or Performance Share Awards and the duration of the Awards);
construe and interpret  the Plan and any  agreement or  instrument  entered into
under the Plan;  establish,  amend or waive rules and regulations for the Plan's
administration;  and (subject to the  provisions  of ARTICLE 14) amend the terms
and conditions of any outstanding  Award to the extent such terms and conditions
are within the  discretion of the  Committee as provided in the Plan,  including
accelerating  the time  any  Option  or SAR may be  exercised  and  establishing
different  terms and  conditions  relating to the effect of the  termination  of
employment or other services to the Company.  Further,  the Committee shall make
all other  determinations which may be necessary or advisable in the Committee's
opinion for the  administration of the Plan. All expenses of administering  this
Plan shall be borne by the Company.

         3.3 DECISIONS  BINDING.  All  determinations  and decisions made by the
Committee  pursuant to the  provisions  of the Plan and all  related  orders and
resolutions of the Board shall be final,  conclusive and binding on all Persons,
including  the Company,  the  shareholders,  Employees,  Participants  and their
estates and beneficiaries.

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ARTICLE 4.  SHARES SUBJECT TO THE PLAN

         4.1 NUMBER OF SHARES. Subject to adjustment as provided in SECTION 4.3,
the total  number of Shares  available  for grant of Awards under the Plan shall
not exceed fifteen percent (15%) of the total issued and  outstanding  shares as
of the date any Award is granted;  provided, that the number of Shares available
for grant as ISOs  under the Plan  shall not exceed an  aggregate  of  1,000,000
Shares.  The Shares may, in the discretion of the Company,  be either authorized
but  unissued  Shares  or  Shares  held as  treasury  shares,  including  Shares
purchased by the Company.

         The following  rules shall apply for purposes of the  determination  of
the number of Shares available for grant under the Plan:

                  (a) While an Option, SAR, Stock Award,  Restricted Stock Award
                  or Performance Share Award is outstanding, it shall be counted
                  against  the  authorized  pool of  Shares,  regardless  of its
                  vested status.

                  (b) The grant of an Option, SAR, Stock Award, Restricted Stock
                  Award or  Performance  Share  Award  shall  reduce  the Shares
                  available  for grant  under  the Plan by the  number of Shares
                  subject to such Award.

         4.2 LAPSED  AWARDS.  If any Award  granted under this Plan is canceled,
terminates,  expires or lapses for any  reason,  or if Shares  are  withheld  in
payment of the Option Price or for withholding taxes, any Shares subject to such
Award or that are withheld  shall again be  available  for the grant of an Award
under the Plan.  However,  in the event that prior to the Award's  cancellation,
termination,  expiration or lapse,  the holder of the Award at any time received
one or more  "benefits of  ownership"  pursuant to such Award (as defined by the
Securities  and  Exchange  Commission,  pursuant  to any rule or  interpretation
promulgated  under Section 16 of the Exchange  Act),  the Shares subject to such
Award shall not again be made available for regrant under the Plan.

         4.3  ADJUSTMENTS  IN AUTHORIZED  SHARES.  In the event of any change in
corporate  capitalization,  such as a stock split,  or a corporate  transaction,
such as any merger,  consolidation,  separation,  including a spin-off, or other
distribution of stock or property of the Company, any reorganization (whether or
not such reorganization comes within the definition of such term in Code Section
368) or any partial or complete  liquidation  of the  Company,  such  adjustment
shall be made in the number and class of Shares which may be delivered under the
Plan,  and in the  number  and  class of  and/or  price  of  Shares  subject  to
outstanding  Awards  granted  under  the  Plan,  as  may  be  determined  to  be
appropriate and equitable by the Committee,  in its sole discretion,  to prevent
dilution or enlargement of rights; provided,  however, that the number of Shares
subject to any Award shall always be a whole number and the Committee shall make
such adjustments as are necessary to insure Awards of whole Shares.

ARTICLE 5.  ELIGIBILITY AND PARTICIPATION

         Any key Employee of the Company or any  Subsidiary,  including any such
Employee  who is  also  a  director  of  the  Company  or  any  Subsidiary,  any
non-employee  Director,  and any other  person  who  performs  services  for the
Company or a Subsidiary,  whose judgment,  initiative and efforts  contribute or
may be expected to contribute  materially to the  successful  performance of the
Company or any Subsidiary  shall be eligible to receive an Award under the Plan.
In  determining  the  individuals to whom such an Award shall be granted and the
number of Shares  which may be granted  pursuant  to that Award,  the  Committee
shall take into  account  the duties of the  respective  individual,  his or her
present  and  potential  contributions  to the  success  of the  Company  or any
Subsidiary,  and such other  factors as the  Committee  shall deem  relevant  in
connection with accomplishing the purpose of the Plan.

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ARTICLE 6.  STOCK OPTIONS

         6.1 GRANT OF OPTIONS.  Subject to the terms and provisions of the Plan,
Options  may be  granted  to  Participants  at any time and from time to time as
shall be determined by the  Committee.  The Committee  shall have  discretion in
determining the number of Shares subject to Options granted to each Participant.
An Option may be granted with or without a Corresponding SAR. No Participant may
be granted  ISOs (under the Plan and all other  incentive  stock option plans of
the Company and any Subsidiary) which are first exercisable in any calendar year
for Common  Stock having an aggregate  Fair Market Value  (determined  as of the
date an Option is granted) that exceeds $100,000.00.  The preceding annual limit
shall not apply to NQSOs. The Committee may grant a Participant ISOs, NQSOs or a
combination thereof, and may vary such Awards among Participants.

         6.2  AGREEMENT.  Each Option  grant shall be  evidenced by an Agreement
that shall specify the Option Price,  the duration of the Option,  the number of
Shares to which the Option  pertains and such other  provisions as the Committee
shall determine. The Option Agreement shall further specify whether the Award is
intended  to be an  ISO  or an  NQSO.  Any  portion  of an  Option  that  is not
designated  as an ISO or otherwise  fails or is not qualified as an ISO (even if
designated  as an ISO) shall be a NQSO.  If the Option is granted in  connection
with a Corresponding  SAR, the Agreement shall also specify the terms that apply
to the exercise of the Option and Corresponding SAR.

         6.3 OPTION  PRICE.  The  Option  Price for each grant of an ISO or NQSO
shall not be less than one hundred  percent (100%) of the Fair Market Value of a
Share  on  the  date  the  ISO is  granted.  In no  event,  however,  shall  any
Participant who, at any time would otherwise be granted an Option,  owns (within
the meaning of Section 424(d) of the Code) stock of the Company  possessing more
than ten  percent  (10%) of the total  combined  voting  power of all classes of
stock of the Company be eligible to receive an ISO at an Option  Price less than
one hundred ten percent  (110%) of the Fair Market  Value of a share on the date
the ISO is granted.

         6.4  DURATION OF OPTIONS.  Each Option shall expire at such time as the
Committee  shall  determine  at the time of grant;  provided,  however,  that no
Option shall be exercisable later than the tenth (10th)  anniversary date of its
grant; provided,  further,  however, that any ISO granted to any Participant who
at such time owns  (within the  meaning of Section  424(d) of the Code) stock of
the Company  possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the  Company,  shall be  exercisable  not later
than the fifth (5th) anniversary date of its grant.

         6.5  EXERCISE  OF  OPTIONS.  Options  granted  under the Plan  shall be
exercisable at such times and be subject to such  restrictions and conditions as
the Committee shall in each instance approve,  including  conditions  related to
the employment of the Participant with the Company or any Subsidiary, which need
not be the same for each grant or for each  Participant.  Each  Option  shall be
exercisable  for such  number  of Shares  and at such  time or times,  including
periodic installments,  as may be determined by the Committee at the time of the
grant.  The Committee  may provide in the  Agreement  for automatic  accelerated
vesting  and other  rights  upon the  occurrence  of a Change in  Control of the
Company. Except as otherwise provided in the Agreement and ARTICLE 13, the right
to  purchase  Shares that are  exercisable  in  periodic  installments  shall be
cumulative  so that when the right to  purchase  any  Shares has  accrued,  such
Shares or any part  thereof may be purchased  at any time  thereafter  until the
expiration or  termination  of the Option.  The exercise or partial  exercise of
either an Option or its Corresponding SAR shall result in the termination of the
other to the extent of the number of Shares with  respect to which the Option or
Corresponding SAR is exercised.

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     6.6 PAYMENT. Options shall be exercised by the delivery of a written notice
of exercise to the Company,  setting  forth the number of Shares with respect to
which the Option is to be exercised, accompanied by full payment for the Shares.
The Option Price upon  exercise of any Option shall be payable to the Company in
full, either: (a) in cash, (b) cash equivalent approved by the Committee, (c) if
approved  by  the  Committee,   by  tendering  previously  acquired  Shares  (or
delivering a certification of ownership of such Shares) having an aggregate Fair
Market Value at the time of exercise  equal to the total Option Price  (provided
that the Shares which are tendered  must have been held by the  Participant  for
six months [if required for accounting  purposes] and for the period required by
law, if any,  prior to their  tender to satisfy the Option  Price),  or (d) by a
combination of (a), (b) and (c). The Committee also may allow cashless exercises
as permitted under Federal  Reserve Board's  Regulation T, subject to applicable
securities  law  restrictions,  or  by  any  other  means  which  the  Committee
determines to be consistent with the Plan's purpose and applicable law.

         As soon as  practicable  after  receipt  of a written  notification  of
exercise and full payment, the Company shall deliver to the Participant,  in the
Participant's  name, Share  certificates in an appropriate amount based upon the
number  of  Shares  purchased  under the  Option(s),  and may place  appropriate
legends on the certificates representing such Shares.

         6.7 LIMITED  TRANSFERABILITY.  If  permitted  by the  Committee  in the
Agreement, a Participant may transfer an Option granted hereunder, including but
not limited to transfers to members of his or her  Immediate  Family (as defined
below),  to one or more trusts for the benefit of such Immediate Family members,
or to one or more partnerships  where such Immediate Family members are the only
partners,  if (i) the Participant does not receive any consideration in any form
whatsoever for such transfer,  (ii) such transfer is permitted under  applicable
tax laws, and (iii) the  Participant  is an Insider,  such transfer is permitted
under Rule 16b-3 of the Exchange Act as in effect from time to time.  Any Option
so transferred  shall continue to be subject to the same terms and conditions in
the hands of the transferee as were applicable to said Option  immediately prior
to the transfer  thereof.  Any reference in any such Agreement to the employment
by or performance of services for the Company by the Participant  shall continue
to refer to the employment of, or performance by, the transferring  Participant.
For purposes  hereof,  "IMMEDIATE  FAMILY"  shall mean the  Participant  and the
Participant's  spouse,  children and  grandchildren.  Any Option that is granted
pursuant to any Agreement that did not initially expressly allow the transfer of
said Option and that has not been  amended to  expressly  permit such  transfer,
shall not be transferable  by the  Participant  otherwise than by will or by the
laws of descent and  distribution  and such Option thus shall be  exercisable in
the Participant's lifetime only by the Participant.

         6.8  SHAREHOLDER  RIGHTS.  No  Participant  shall  have any rights as a
shareholder  with respect to Shares  subject to his Option until the issuance of
such Shares to the Participant pursuant to the exercise of such Option.

ARTICLE 7.  STOCK APPRECIATION RIGHTS

         7.1 GRANTS OF SARS. The Committee shall designate  Participants to whom
SARs are granted,  and will specify the number of Shares of Common Stock subject
to each grant. An SAR may be granted with or without a related Option.  All SARs
granted under this Plan shall be subject to an Agreement in accordance  with the
terms  of this  Plan.  A  payment  to the  Participant  upon the  exercise  of a
Corresponding  SAR may not be more than the  difference  between the Fair Market
Value of the Shares  subject to the ISO on the date of grant and the Fair Market
Value of the Shares on the date of exercise of the Corresponding SAR.

         7.2 DURATION OF SARS.  The duration of an SAR shall be set forth in the
Agreement  as  determined  by  the  Committee.  An  SAR  that  is  granted  as a
Corresponding  SAR  shall  have  the same  duration  as the  Option  to which it
relates.  An  SAR  shall  terminate  due  to the  Participant's  termination  of
employment  at the same time as the date  specified in ARTICLE 6 with respect to
Options,  regardless of whether the SAR was granted in connection with the grant
of an Option.

         7.3 EXERCISE OF SAR. An SAR may be exercised in whole at any time or in
part  from  time  to  time  and at  such  times  and  in  compliance  with  such
requirements  as the Committee  shall  determine as set forth in the  Agreement;
provided,  however,  that a  Corresponding  SAR that is related to an  Incentive
Stock  Option may be  exercised  only to the extent that the  related  Option is
exercisable and only when the Fair Market Value of the Shares exceeds the Option
Price of the related ISO. An SAR granted  under this Plan may be exercised  with

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respect  to any  number of shares  less than a full  number of whole  shares for
which the SAR could be exercised.  A partial exercise of an SAR shall not affect
the right to exercise the SAR from time to time in accordance with this Plan and
the  applicable  Agreement  with respect to the remaining  shares subject to the
SAR. The exercise of either an Option or  Corresponding  SAR shall result in the
termination  of the other to the extent of the number of Shares with  respect to
which the Option or its Corresponding SAR is exercised.

         7.4  DETERMINATION OF PAYMENT OF CASH AND/0R COMMON STOCK UPON EXERCISE
OF SAR. At the  Committee's  discretion,  the amount  payable as a result of the
exercise of an SAR may be settled in cash,  Common Stock,  or a  combination  of
cash and Common  Stock.  A fractional  share shall not be  deliverable  upon the
exercise of an SAR, but a cash payment shall be made in lieu thereof.

         7.5  NONTRANSFERABILITY.  Each SAR  granted  under  the  Plan  shall be
nontransferable  except  by will or by the  laws of  descent  and  distribution.
During the lifetime of the  Participant to whom the SAR is granted,  the SAR may
be exercised only by the  Participant.  No right or interest of a Participant in
any SAR shall be liable for, or subject to any lien,  obligation or liability of
such Participant.  A Corresponding SAR shall be subject to the same restrictions
on transfer as the ISO to which it relates.

         Notwithstanding  the  foregoing,   if  the  Agreement  so  provides,  a
Participant may transfer an SAR (other than a Corresponding  SAR that relates to
an Incentive  Stock Option) under the same rules and conditions as are set forth
in SECTION 6.7.

         7.6  SHAREHOLDER  RIGHTS.  No  Participant  shall  have any rights as a
shareholder  with  respect to Shares  subject to his SAR until the  issuance  of
Shares (if any) to the Participant pursuant to the exercise of such SAR.

ARTICLE 8.  RESTRICTED STOCK; STOCK AWARDS

         8.1 GRANTS. The Committee may from time to time in its discretion grant
Restricted  Stock and Stock Awards to Participants  and may determine the number
of Shares of Restricted Stock or Stock Awards to be granted. The Committee shall
determine the terms and conditions of, and the amount of payment,  if any, to be
made by the Employee for, such  Restricted  Stock.  A grant of Restricted  Stock
may, in addition to other  conditions,  require the  Participant to pay for such
Shares of Restricted  Stock,  but the Committee may establish a price below Fair
Market Value at which the  Participant  can  purchase  the Shares of  Restricted
Stock.  Each  grant of  Restricted  Stock  shall be  evidenced  by an  Agreement
containing terms and conditions not inconsistent  with the Plan as the Committee
shall determine to be appropriate in its sole discretion.

         8.2 RESTRICTED  PERIOD;  LAPSE OF RESTRICTIONS.  At the time a grant of
Restricted  Stock is made, the Committee  shall establish a period or periods of
time (the  "RESTRICTED  PERIOD")  applicable  to such  grant  which,  unless the
Committee  otherwise  provides,  shall not be less than one year. Subject to the
other  provisions  of this  SECTION 8, at the end of the  Restricted  Period all
restrictions shall lapse and the Restricted Stock shall vest in the Participant.
At the time a grant is made,  the Committee  may, in its  discretion,  prescribe
conditions  for the  incremental  lapse of  restrictions  during the  Restricted
Period and for the lapse or termination of  restrictions  upon the occurrence of
other  conditions in addition to or other than the  expiration of the Restricted
Period  with  respect  to all or any  portion  of  the  Restricted  Stock.  Such
conditions may, but need not, include the following:

                                      -8-
<PAGE>
     (a) The death,  Disability or Retirement of the Employee to whom Restricted
Stock is granted, or

     (b) The occurrence of a Change in Control (as defined in SECTION 13.1).

         The  Committee may also,  in its  discretion,  shorten or terminate the
Restricted  Period,  or waive any  conditions  for the lapse or  termination  of
restrictions  with respect to all or any portion of the Restricted  Stock at any
time after the date the grant is made.

         8.3 RIGHTS OF HOLDER;  LIMITATIONS THEREON.  Upon a grant of Restricted
Stock, a stock certificate (or  certificates)  representing the number of Shares
of  Restricted  Stock  granted to the  Participant  shall be  registered  in the
Participant's  name  and  shall  be held in  custody  by the  Company  or a bank
selected  by  the  Committee  for  the  Participant's  account.  Following  such
registration,  the  Participant  shall  have  the  rights  and  privileges  of a
shareholder  as to  such  Restricted  Stock,  including  the  right  to  receive
dividends,  if and when  declared  by the Board of  Directors,  and to vote such
Restricted  Stock,  except that the right to receive cash dividends shall be the
right to  receive  such  dividends  either in cash  currently  or by  payment in
Restricted Stock, as the Committee shall determine, and except further that, the
following restrictions shall apply:

     (a) The  Participant  shall not be entitled  to  delivery of a  certificate
     until the expiration or termination of the Restricted Period for the Shares
     represented by such  certificate and the  satisfaction of any and all other
     conditions prescribed by the Committee;

     (b) None of the  Shares  of  Restricted  Stock  may be  sold,  transferred,
     assigned,  pledged,  or  otherwise  encumbered  or  disposed  of during the
     Restricted  Period  and  until  the  satisfaction  of  any  and  all  other
     conditions prescribed by the Committee; and

     (c) All of the Shares of  Restricted  Stock  that have not vested  shall be
     forfeited  and all rights of the  Participant  to such Shares of Restricted
     Stock  shall  terminate  without  further  obligation  on the  part  of the
     Company,  unless the Participant has remained an employee (or  non-Employee
     Director) of the Company or any of its  Subsidiaries,  until the expiration
     or termination of the Restricted Period and the satisfaction of any and all
     other conditions  prescribed by the Committee  applicable to such Shares of
     Restricted  Stock.  Upon the forfeiture of any shares of Restricted  Stock,
     such forfeited  Shares shall be transferred to the Company  without further
     action by the  Participant and shall, in accordance with SECTION 4.2, again
     be available for grant under the Plan.

         With respect to any Shares  received as a result of  adjustments  under
SECTION  4.3 hereof  and any  Shares  received  with  respect to cash  dividends
declared on Restricted  Stock,  the  Participant  shall have the same rights and
privileges,  and be subject to the same  restrictions,  as are set forth in this
SECTION 8.

         8.4 DELIVERY OF UNRESTRICTED SHARES. Upon the expiration or termination
of the Restricted Period for any Shares of Restricted Stock and the satisfaction
of any and all other  conditions  prescribed by the Committee,  the restrictions
applicable  to  such  Shares  of  Restricted  Stock  shall  lapse  and  a  stock
certificate  for the number of Shares of Restricted  Stock with respect to which
the restrictions  have lapsed shall be delivered,  free of all such restrictions
except any that may be imposed by law,  to the holder of the  Restricted  Stock.

                                      -9-
<PAGE>
The Company shall not be required to deliver any fractional  Share but will pay,
in  lieu  thereof,  the  Fair  Market  Value  (determined  as of  the  date  the
restrictions lapse) of such fractional share to the holder thereof. Concurrently
with the delivery of a certificate  for  Restricted  Stock,  the holder shall be
required to pay an amount necessary to satisfy any applicable federal, state and
local tax requirements as set out in ARTICLE 15 below.

         8.5 NONASSIGNABILITY OF RESTRICTED STOCK. Unless the Committee provides
otherwise  in the  Agreement,  no  grant  of,  nor any  right or  interest  of a
Participant in or to, any Restricted Stock, or in any instrument  evidencing any
grant of  Restricted  Stock  under  the Plan,  may be  assigned,  encumbered  or
transferred  except, in the event of the death of a Participant,  by will or the
laws of descent and distribution.

ARTICLE 9.  PERFORMANCE SHARE AWARDS

         9.1 AWARD. The Committee may designate Participants to whom Performance
Share Awards will be granted from time to time for no consideration  and specify
the number of shares of Common Stock covered by the Award.

         9.2 EARNING THE AWARD. A Performance  Share Award, or portion  thereof,
will be earned,  and the Participant will be entitled to receive Common Stock, a
cash  payment  or a  combination  thereof,  only  upon  the  achievement  by the
Participant,  the Company, or a Subsidiary of such performance objectives as the
Committee,  in its  discretion,  shall  prescribe  on the date of grant.  To the
extent  required,  the  performance  objectives  applicable  to  Awards to Named
Executive  Officers  intended  to qualify  under Code  Section  162(m)  shall be
selected from among the following measures: return on equity or assets, earnings
per share, total earnings,  earnings growth,  return on capital,  economic value
added and increase in Fair Market Value of the Shares.  The  determination as to
whether such objectives  have been achieved shall be made by the Committee,  and
such determination shall be conclusive;  provided,  however,  that the period in
which such performance is measured shall be at least one year.

         9.3 PAYMENT.  In the  discretion of the  Committee,  the amount payable
when a Performance Share Award is earned may be settled in cash, by the grant of
Common Stock or a  combination  of cash and Common  Stock.  The  aggregate  Fair
Market  Value of the Common  Stock  received  by the  Participant  pursuant to a
Performance Share Award,  together with any cash paid to the Participant,  shall
be equal to the aggregate Fair Market Value, on the date the Performance  Shares
are earned,  of the number of shares of Common  Stock equal to each  Performance
Share  earned.  A fractional  share will not be  deliverable  when a Performance
Share Award is earned, but a cash payment will be made in lieu thereof.

         9.4  SHAREHOLDER  RIGHTS.  No  Participant  shall have,  as a result of
receiving a Performance  Share Award,  any rights as a shareholder  until and to
the  extent  that  the  Performance  Shares  are  earned  and  Common  Stock  is
transferred to such Participant. If the Agreement so provides, a Participant may
receive a cash payment equal to the dividends  that would have been payable with
respect to the number of shares of Common Stock covered by the Award between (a)
the  date  that the  Performance  Shares  are  awarded  and (b) the date  that a
transfer of Common Stock to the  Participant,  cash  settlement,  or combination
thereof is made pursuant to the  Performance  Share Award. A Participant may not
sell,  transfer,  pledge,  exchange,  hypothecate,  or  otherwise  dispose  of a
Performance  Share Award or the right to receive Common Stock  thereunder  other
than by will or the laws of descent and distribution.  After a Performance Share
Award is earned and paid in Common Stock, a Participant will have all the rights
of a shareholder with respect to the Common Stock so awarded.

ARTICLE 10.  BENEFICIARY DESIGNATION

         To the extent  applicable,  each  Participant  under the Plan may, from
time  to  time,  name  any  beneficiary  or  beneficiaries  (who  may  be  named
contingently or  successively)  to whom any benefit under the Plan is to be paid
in  case  of his or her  death  before  he or she  receives  any or all of  such
benefit.  Each such designation shall revoke all prior  designations by the same
Participant, shall be in a form prescribed by the Company and shall be effective
only when filed by the  Participant,  in writing,  with the  Company  during the
Participant's  lifetime.  In the  absence  of  any  such  designation,  benefits
remaining unpaid at the  Participant's  death shall be paid to the Participant's
estate.

         If  required,  the  spouse  of a  married  Participant  domiciled  in a
community  property  jurisdiction shall join in any designation of a beneficiary
or beneficiaries other than the spouse.

                                      -10-
<PAGE>
ARTICLE 11.  DEFERRALS

         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 the  exercise  of an Option,  the  vesting of
Restricted  Stock,  or the earning of a  Performance  Share  Award.  If any such
deferral  election is required or permitted,  the Committee  shall,  in its sole
discretion, establish rules and procedures for such payment deferrals.

ARTICLE 12.  RIGHTS OF EMPLOYEES

         12.1  EMPLOYMENT.  Nothing in the Plan shall interfere with or limit in
any way the right of the Company or a Subsidiary to terminate any  Participant's
employment  by, or  performance  of services  for, the Company at any time,  nor
confer  upon any  Participant  any right to continue in the employ or service of
the Company or a Subsidiary. For purposes of the Plan, transfer of employment of
a Participant  between the Company and any one of its  Subsidiaries  (or between
Subsidiaries) shall not be deemed a termination of employment.

         12.2 PARTICIPATION.  No Employee shall have the right to be selected to
receive an Award under this Plan, or, having been so selected, to be selected to
receive a future Award.

ARTICLE 13.  CHANGE IN CONTROL

13.1 DEFINITION. For purposes of the Plan, a "Change in Control" shall be deemed
to have occurred if:

     (a) An acquisition  by any Person of Beneficial  Ownership of the shares of
     Common Stock of the Company then  outstanding  (the  "COMPANY  COMMON STOCK
     OUTSTANDING")  or the voting  securities  of the Company  then  outstanding
     entitled to vote  generally  in the  election of  directors  (the  "COMPANY
     VOTING  SECURITIES   OUTSTANDING"),   if  such  acquisition  of  Beneficial
     Ownership results in the Person  beneficially owning (within the meaning of
     Rule 13d-3 promulgated under the Exchange Act) twenty-five percent (25%) or
     more of the Company Common Stock  Outstanding or twenty-five  percent (25%)
     or more of the  combined  voting  power of the  Company  Voting  Securities
     Outstanding;  provided,  that  immediately  prior to such  acquisition such
     Person was not a direct or indirect Beneficial Owner of twenty-five percent
     (25%)  or more of the  Company  Common  Stock  Outstanding  or  twenty-five
     percent  (25%)  or more of the  combined  voting  power of  Company  Voting
     Securities Outstanding, as the case may be; or

     (b) The approval by the  shareholders  of the Company of a  reorganization,
     merger, consolidation,  complete liquidation or dissolution of the Company,
     the sale or  disposition of all or  substantially  all of the assets of the
     Company or similar corporate  transaction (in each case referred to in this
     SECTION  13 as a  "CORPORATE  TRANSACTION")  or,  if  consummation  of such
     Corporate  Transaction  is  subject,  at  the  time  of  such  approval  by
     shareholders,  to the consent of any government or governmental agency, the
     obtaining of such consent (either explicitly or implicitly); or

     (c) A change in the composition of the Board such that the individuals who,
     as of the  Effective  Date,  constitute  the  Board  (such  Board  shall be
     hereinafter  referred to as the "INCUMBENT  BOARD") cease for any reason to
     constitute  at  least a  majority  of the  Board;  provided,  however,  for
     purposes of this SECTION 13 that any individual who becomes a member of the
     Board  subsequent to the Effective Date whose  election,  or nomination for
     election by the Company's shareholders,  was approved by a vote of at least
     a majority of those  individuals  who are members of the Board and who were
     also members of the Incumbent  Board (or deemed to be such pursuant to this
     proviso) shall be considered as though such individual were a member of the
     Incumbent Board;  but,  provided,  further,  that any such individual whose

                                      -11-
<PAGE>
     initial  assumption  of  office  occurs  as a result of either an actual or
     threatened  election  contest  (as such  terms  are used in Rule  14a-11 of
     Regulation 14A promulgated under the Exchange Act,  including any successor
     to such Rule),  or other actual or  threatened  solicitation  of proxies or
     consents by or on behalf of a Person other than the Board,  shall not be so
     considered as a member of the Incumbent Board.

         Notwithstanding  the provisions  set forth in subsections  (a) and (b),
the  following  shall not  constitute  a Change in Control for  purposes of this
Plan:

     (1) any  acquisition  of shares of Common  Stock by, or  consummation  of a
     Corporate Transaction with, any Subsidiary or any employee benefit plan (or
     related trust) sponsored or maintained by the Company or an affiliate; or

     (2) any  acquisition  of shares  of  Common  Stock,  or  consummation  of a
     Corporate  Transaction,  following  which more than fifty percent (50%) of,
     respectively,   the  shares  then   outstanding  of  common  stock  of  the
     corporation  resulting from such  acquisition or Corporate  Transaction and
     the combined voting power of the voting securities then outstanding of such
     corporation entitled to vote generally in the election of directors is then
     beneficially owned, directly or indirectly,  by all or substantially all of
     the individuals and entities who were Beneficial Owners,  respectively,  of
     the  Company  Common  Stock   Outstanding  and  Company  Voting  Securities
     Outstanding  immediately prior to such acquisition or Corporate Transaction
     in substantially the same proportions as their ownership, immediately prior
     to such acquisition or Corporate  Transaction,  of the Company Common Stock
     Outstanding and Company Voting Securities Outstanding, as the case may be.

         13.2 LIMITATION OF AWARDS.  Notwithstanding any other provisions of the
Plan, if the right to receive or benefit from any Award under this Plan,  either
alone or together with payments that a Participant has the right to receive from
the Company or a Subsidiary,  would constitute a "parachute payment" (as defined
in Section 280G of the Code),  all such payments shall be reduced to the largest
amount that will result in no portion being subject to the excise tax imposed by
Section 4999 of the Code.

ARTICLE 14.  AMENDMENT, MODIFICATION AND TERMINATION

         14.1 AMENDMENT,  MODIFICATION  AND  TERMINATION.  The Board may, at any
time and from time to time, alter, amend, suspend or terminate the Plan in whole
or in part; provided,  that, unless approved by the holders of a majority of the
total  number of Shares of the  Company  represented  and voted at a meeting  at
which a  quorum  is  present,  no  amendment  shall  be made to the Plan if such
amendment would (a) materially modify the eligibility  requirements  provided in
ARTICLE  5; (b)  increase  the total  number of Shares  (except as  provided  in
SECTION  4.3) which may be granted  under the Plan,  as provided in SECTION 4.1;
(c) extend the term of the Plan; or (d) amend the Plan in any other manner which
the  Board,  in its  discretion,  determines  should  become  effective  only if
approved  by the  shareholders  even  though  such  shareholder  approval is not
expressly required by the Plan or by law.

         14.2  AWARDS   PREVIOUSLY   GRANTED.   No  termination,   amendment  or
modification  of the Plan shall  adversely  affect in any material way any Award
previously   granted  under  the  Plan,  without  the  written  consent  of  the
Participant holding such Award. The Committee shall, with the written consent of
the  Participant  holding  such  Award,  have the  authority  to  cancel  Awards
outstanding and grant replacement Awards therefor.

                                      -12-
<PAGE>
         14.3  COMPLIANCE  WITH  CODE  SECTION  162(m).  At all  times  when the
Committee  determines  that  compliance  with Code Section 162(m) is required or
desired,  all Awards granted under this Plan to Named  Executive  Officers shall
comply with the requirements of Code Section 162(m).  In addition,  in the event
that changes are made to Code Section 162(m) to permit greater  flexibility with
respect to any Award or Awards under the Plan,  the  Committee  may,  subject to
this ARTICLE 14, make any adjustments it deem appropriate.

ARTICLE 15.  WITHHOLDING

         15.1 TAX WITHHOLDING. The Company shall have the power and the right to
deduct or withhold,  or require a Participant to remit to the Company, an amount
sufficient  to  satisfy   federal,   state  and  local  taxes   (including   the
Participant's  FICA  obligation)  required by law to be withheld with respect to
any taxable event arising in connection with an Award under this Plan.

         15.2 SHARE WITHHOLDING.  With respect to withholding  required upon the
exercise  of Options,  or upon any other  taxable  event  arising as a result of
Awards  granted  hereunder  which  are  to  be  paid  in  the  form  of  Shares,
Participants may elect, subject to the approval of the Committee, to satisfy the
withholding  requirement,  in whole or in part,  by having the Company  withhold
Shares having a Fair Market Value on the date the tax is to be determined  equal
to the minimum  statutory  total tax which could be imposed on the  transaction.
All elections shall be irrevocable,  made in writing, signed by the Participant,
and elections by Insiders shall additionally  comply with all legal requirements
applicable to Share transactions by such Participants.

ARTICLE 16.  INDEMNIFICATION

         Each person who is or shall have been a member of the Committee, or the
Board,  shall be indemnified  and held harmless by the Company  against and from
any loss,  cost,  liability or expense  that may be imposed  upon or  reasonably
incurred by him or her in connection  with or resulting from any claim,  action,
suit or  proceeding  to which he or she may be a party or in which he or she may
be involved  by reason of any action  taken or failure to act under the Plan and
against and from any and all amounts paid by him or her in  settlement  thereof,
with the Company's  approval,  or paid by him in satisfaction of any judgment in
any such action,  suit or  proceeding  against  him,  provided he shall give the
Company an opportunity, at its own expense, to handle and defend the same before
he undertakes to handle and defend it on his own behalf.  The foregoing right of
indemnification  shall be in addition to any other rights of  indemnification to
which such persons may be entitled under the Company's Articles of Incorporation
or Bylaws,  as a matter of law, or otherwise,  or any power that the Company may
have to indemnify them or hold them harmless.

ARTICLE 17.  SUCCESSORS

         All  obligations of the Company under the Plan,  with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence  of such  successor  is the result of a direct or  indirect  purchase,
merger,  consolidation or otherwise, of all or substantially all of the business
and/or assets of the Company.

ARTICLE 18.  LEGAL CONSTRUCTION

         18.1  GENDER  AND  NUMBER.  Except  where  otherwise  indicated  by the
context,  any masculine  term used herein also shall  include the feminine;  the
plural shall include the singular and the singular shall include the plural.

         18.2 SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

         18.3  REQUIREMENTS  OF LAW.  The granting of Awards and the issuance of
Shares  under  the Plan  shall be  subject  to all  applicable  laws,  rules and
regulations,  and to such  approvals  by any  governmental  agencies or national
securities exchanges as may be required.

                                      -13-
<PAGE>
         18.4  REGULATORY  APPROVALS  AND  LISTING.  The  Company  shall  not be
required to issue any  certificate  or  certificates  for Shares  under the Plan
prior to (i)  obtaining  any  approval  from any  governmental  agency which the
Company shall, in its discretion,  determine to be necessary or advisable,  (ii)
the admission of such shares to listing on any national  securities  exchange or
Nasdaq on which the Company's Shares may be listed,  and (iii) the completion of
any  registration  or other  qualification  of such  Shares  under  any state or
federal law or ruling or regulations of any governmental  body which the Company
shall, in its sole discretion, determine to be necessary or advisable.

         Notwithstanding  any other provision set forth in the Plan, if required
by the then-current Section 16 of the Exchange Act, any "derivative security" or
"equity security" offered pursuant to the Plan to any Insider may not be sold or
transferred  for at least six (6) months  after the date of grant of such Award.
The terms "equity  security" and  "derivative  security" shall have the meanings
ascribed to them in the then-current Rule 16(a) under the Exchange Act.

         18.5 SECURITIES LAW COMPLIANCE. With respect to Insiders,  transactions
under this Plan are intended to comply with all  applicable  conditions  of Rule
16b-3 or its successors  under the Exchange Act. To the extent any provisions of
the Plan or action by the Committee fails to so comply,  it shall be deemed null
and void, to the extent permitted by law and deemed advisable by the Committee.

         18.6  GOVERNING  LAW. To the extent not  preempted  by Federal law, the
Plan, and all agreements  hereunder,  shall be construed in accordance  with and
governed by the laws of the State of Maryland.

     AS APPROVED BY THE BOARD OF DIRECTORS OF ORIGIN  INVESTMENT  GROUP, INC. ON
DECEMBER 3, 1999.


                                           ORIGIN INVESTMENT GROUP, INC.



                                           By:      /S/ OMAR A. RIZVI
                                                    ---------------------------
                                                    Omar A. Rizvi
                                                    Chairman of the Board and
                                                    President

                                      -14-