1997 RESTRICTED STOCK PLAN


      1.   Purpose.  This 1997 Restricted Stock Plan (the "Plan")
is intended to provide incentives: (a) to the officers and
directors of NET LNNX, Inc. (the "Company"), its parent (if any)
and any present or future subsidiaries of the Company
(collectively, "Related Corporations") by providing them with
opportunities to purchase stock in the Company pursuant to options
("Non-Qualified Option" or "Non-Qualified Options") granted
hereunder which do not qualify as "incentive stock options"
("ISOs")  under Section 422(b) of the Internal Revenue Code of 1986
(the "Code"); (b) to directors and officers of the Company and
Related Corporations by providing them with awards of stock in the
Company ("Awards"); and (c) to directors and officers of the
Company and Related Corporations by providing them with
opportunities to make direct purchases of stock in the Company
("Purchases").  Non-Qualified Options are referred to hereafter
individually as an "Option" and collectively as "Options". 
Options, Awards, and authorizations to make Purchases are referred
to hereafter collectively as "Stock Rights".  As used herein, the
terms "parent" and "subsidiary" mean "parent corporation" and
"subsidiary corporation" respectively, as those terms are defined
in Section 425 of the Code.

      2.    Administration of the Plan.

      A.  The Plan shall be administered by either (i) the Board of
          Directors of the Company (the "Board"); or (ii) a Stock
          Plan Committee (the "Committee"), appointed by the Board, 
          pursuant to the requirements of paragraph 2.D. herein. 
          Subject to paragraph 2.D. herein and the terms of the
          Plan, the Committee, if so appointed, shall have the
          authority to (i) determine (from among the class of
          individuals and entities eligible under paragraph 3 to
          receive Non-Qualified Options and Awards and to make
          Purchases) to whom Non-Qualified Options, Awards and
          authorizations to make Purchases may be granted; (ii)
          determine the time or times at which Options or Awards
          may be granted or Purchases made; (iii) determine the
          option price of shares subject to each Option, which
          price shall not be less than the minimum price specified
          in paragraph 6, and the purchase price of shares subject
          to each Purchases; (iv)  determine (subject to paragraph
          7) the time or times when each Option shall become
          exercisable and the duration of the exercise period; (v)
          determine whether restrictions such as repurchase options
          are to be imposed on shares subject to Options, Awards
          and Purchases and the nature of such restrictions, if
          any, and (vi) interpret the Plan and prescribe and
          rescind rules and regulations relating to it.  All
          references in this Plan to the Committee shall mean the
          Board if no Committee has been appointed.  If the
          Committee determines to issue a Non-Qualified Option, it
          shall take whatever actions it deems necessary, under
          Section 422A of the Code and the regulations promulgated
          thereunder, to ensure that such Option is not treated as
          an ISO.  The interpretation and construction by the 
          Committee of any provisions of the Plan or of any Stock
          Right granted under it shall be final unless otherwise
          determined by the Board.  The Committee may from time to
          time adopt such rules and regulations for carrying out
          the Plan as it may deem best.  No member of the Board or
          the Committee shall be liable for any action or
          determination made in good faith with respect to the Plan
          or any Stock Right granted under it.
<PAGE>

     B.   The Committee may select one of its members as its
          chairman, and shall hold meetings at such time and places
          it may determine.  Acts by a majority of the Committee, 
          or actions reduced to or approved in writing by a
          majority of the members of the Committee, shall be the
          valid acts of the Committee.  From time to time the Board
          may increase the size of the Committee and appoint
          additional members thereof, remove members (with or
          without cause) and appoint new members in substitution
          therefor, fill vacancies however caused, or remove all
          members of the Committee and thereafter directly
          administer the Plan.

   C.     Stock Rights may be granted to members of the Board in
          accordance with paragraph 2.D. herein and the provisions
          of this Plan applicable to other eligible persons. 
          Members of the Board who are either (i) eligible for
          Stock Rights pursuant to the Plan or (ii) have been
          granted Stock Rights may vote on any matters affecting
          the administration of the Plan or the grant of any Stock
          Rights pursuant to the Plan.

   D.     Each transaction, i.e. each grant of Stock Rights to any
          eligible participant under the Plan who is an officer or
          director of the Company,  (i) shall be approved in
          advance to the granting of such right, by either the full
          Board or the Committee of the Board which shall be
          composed solely of two or more Non-Employee Directors;
          (ii) shall be approved in advance to the granting of such
          right, or ratified no later than the next annual meeting
          of shareholders, by the affirmative votes of the holders
          of a majority of the securities of the issuer present, or
          represented, and entitled to vote at a meeting duly held
          in accordance with the applicable laws of the state or
          other jurisdiction in which the Company is incorporated;
          or the written consent of the holders of a majority of
          the securities of the issuer entitled to vote; or (iii) 
          shall be held by the officer or director for a period of
          six months following the date of such acquisition,
          provided that with respect to Options, if at least six
          months elapse from the date of acquisition/grant of the
          Options to the date of disposition of the Options (other
          than upon exercise or conversion) or its underlying
          equity security.  A Non-Employee Director is a director
          who is not, at the time of such grant an officer of the
          Company or any Related Corporation, or otherwise employed
          by the Company or any Related Corporation; does not
          receive compensation, either directly or indirectly, from
          the Corporation or any Related Corporation, for services
          rendered as a consultant or in any capacity other than a
          director, except for an amount that does not exceed the
          dollar amount for which disclosure is required pursuant
          to Item 404(a) of Regulation S-K promulgated under the
          Securities Act of 1933, as amended; does not possess an
          interest in any other transaction for which disclosure
          would be required pursuant to Item 404(a) of Regulation
          S-K; and is not engaged in a business relationship for
          which disclosure would be required pursuant to Item
          404(b) of Regulation S-K.

     3.  Eligible Employees and Others.  Non-Qualified Options,
Awards and authorizations to make Purchases may be granted to any
director (whether or not an employee) or officer of the Company or
any Related Corporation.  The Committee may take into consideration
a recipient's individual circumstances in determining whether to
grant a Non-Qualified Option or an authorization to make a
Purchase.  Granting of any Stock Rights to any individual or entity
shall neither entitle that individual or entity to, nor disqualify
him from, participation in any other grant of Stock Rights.

<PAGE>

      4.   Stock.  The stock subject to Options, Awards and
Purchases shall be authorized but unissued shares of Common Stock
of the Company, no par value (the "Common Stock"), or shares of
Common Stock reacquired by the Company in any manner.  The
aggregate number of shares which may be issued pursuant to the Plan
is 500,000, subject to adjustment as provided in paragraph 13.  Any
such shares may be issued as Non-Qualified Options or Awards, or to
persons or entities making Purchases, so long as the number of
shares issued does not exceed such number, as adjusted.  If any
Option granted under the Plan shall expire or terminate for any
reason without having been exercised in full or shall cease for any
reason to be exercisable in whole or in part, or if the Company
shall reacquire any unvested shares issued pursuant to Awards or
Purchases, the unpurchased shares subject to such Options and any
unvested shares so reacquired by the Company shall again be
available for grants of Stock Rights under the Plan.

      5.   Granting of Stock Rights.  Stock Rights may be granted
under the Plan at any time after January 20, 1997 and prior to
January 20, 2006.  Any Stock Right issued pursuant to subsection
(iii) of paragraph 2.D. shall be held for the period of time
described in that subsection. The date of grant of a Stock Right
under the Plan will be the date specified by the Committee at the
time it grants the Stock Right; provided, however, that such date
shall not be prior to the date on which the Committee acts to
approve the grant.  Awards and the price of Purchases shall be at
fair market value as determined by the Board of Directors.

     6.   Minimum Option Price.

      A.  The price per share specified in the agreement relating
          to each Non-Qualified Option granted under the Plan shall
          in no event be less than the lesser of (i) the book value
          per share of Common Stock as of the end of the fiscal
          year of the Company immediately preceding the date of
          such grant, or (ii) 50 percent of the fair market value
          per share of Common Stock on the date of such grant.

      B.  INTENTIONALLY LEFT BLANK.

      C.  INTENTIONALLY LEFT BLANK. 

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

<PAGE>

   7.  Option Duration.Each Option shall expire on the date
specified by the Committee, but not more than five years and one
day from the date of grant in the case of Non-Qualified Options.

   8.   Exercise of Option.  Subject to the provisions of
paragraphs 11 and 12, each Option granted under the Plan shall be
exercisable as follows:

      A.  The Option shall either be fully exercisable on the date
          of grant or shall become exercisable thereafter in such
          installments as the Committee may specify.

      B.  Once an installment becomes exercisable it shall remain
          exercisable until expiration or termination of the
          Option, unless otherwise specified by the Committee.

      C.  Each Option or installment may be exercised at any time
          or from time to time, in whole or in part, for up to the
          total number of shares with respect to which it is
          then exercisable.

      D.  The Committee shall have the right to accelerate the date
          of exercise of any installment of any Option.

    E.    With respect to any Options granted to any officer or
          director of the Company pursuant to subsection (iii) of
          paragraph 2.D. herein, at least six months shall elapse
          from the date of the acquisition/grant of the Option to 
          the date of disposition of the Option (other than upon 
          exercise or conversion) or its underlying equity
          security.

      9.  INTENTIONALLY LEFT BLANK.

     10.  INTENTIONALLY LEFT BLANK.

    11.   Assignability.  All Stock Rights shall be freely
transferable subject to the limitations imposed by subsection (iii)
of paragraph 2.D. herein, if applicable. 

     12.    Terms and Conditions of Options.  Options shall be
evidenced by instruments (which need not be identical) in such
forms as the Committee may from time to time approve.  Such
instruments shall conform to the terms and conditions set forth in
paragraphs 6 through 11 hereof and may contain such other
provisions as the Committee deems advisable which are not
inconsistent with the Plan, including restrictions applicable to
shares of Common Stock issuable upon exercise of Options.  In
granting any Non-Qualified Option, the Committee may specify that
such Non-Qualified Option shall be subject to termination and
cancellation provisions as the Committee may determine.  The
Committee may from time to time confer authority and responsibility
on one or more of its own members and/or one or more officers of
the Company to execute and deliver such instruments.  The proper
officers of the Company are authorized and directed to take any and
all action necessary or advisable from time to time to carry out
the terms of such instruments.

<PAGE>

    13.   Adjustments.  Upon the occurrence of any of the following
events, an optionee's rights with respect to Options granted to him
hereunder shall be adjusted as hereinafter provided, unless
otherwise specifically provided in the written agreement between
the optionee and the Company relating to such Option:

     A.   If the shares of Common Stock shall be subdivided or
          combined into a greater or small number of shares of it
          the Company shall issue any shares of Common Stock as a
          stock dividend on its outstanding Common Stock, the
          number of shares of Common Stock deliverable upon the
          exercise of Options shall be appropriately increased or
          decreased proportionately, and appropriate adjustments
          shall be made in the purchase price per share to reflect
          such subdivision, combination or stock dividend.

     B.   If the Company is to be consolidated with or acquired by
          another entity in a merger, sale of all or substantially
          all of the Company's assets or otherwise (an
          "Acquisition"), the Committee or the Board of Directors
          of any entity assuming the obligations of the Company
          hereunder (the "Successor Board"), shall, as to 
          outstanding Options, either (i) make appropriate
          provision for the continuation of such Options by
          substituting on an equitable basis for the shares then
          subject to such Options the consideration payable with
          respect to the outstanding shares of Common Stock in
          connection with the Acquisition; or (ii) upon written
          notice to the optionees, provided that all Options must
          be exercised, to the extent then exercisable, within a
          specified number of days of the date of such notice, at
          the end of which period the Options shall terminate; or
          (iii) terminate all Options in exchange for a cash
          payment equal to the excess of the fair market value of
          the shares subject to such Options (to the extent then
          exercisable) over the exercise price thereof.

     C.   In the event of a recapitalization or reorganization of
          the Company (other than a transaction described in
          subparagraph B above) pursuant to which securities of the 
          Company or of another corporation are issued with respect
          to the outstanding shares of Common Stock, an optionee
          upon exercising an Option shall be entitled to receive  
          for the purchase price paid upon such exercise the
          securities he would have received if he had exercised his
          Option prior to such recapitalization or reorganization.

     D.   INTENTIONALLY LEFT BLANK.

     E.   In the event of the proposed dissolution or liquidating
          of the Company, each Option will terminate immediately
          prior to the consummation of such proposed action or at
          such other time and subject to such other conditions as
          shall be determined by the Committee.

     F.   Except as expressly provided herein, 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 or price of shares subject to
          Options.  No adjustments shall be made for dividends paid 
          in cash or in property other than securities of the
          Company.

<PAGE>

     G.   No fractional shares shall be issued under the Plan and
          the optionee shall receive from the Company cash in lieu
          of such fractional shares.

    H.    Upon the happening of any of the foregoing events
          described in subparagraphs A, B, and C above, the class
          and aggregate number of shares set forth in paragraph 6
          hereof that are subject to Stock Rights which previously
          have been or subsequently may be granted under the Plan
          shall also be appropriately adjusted to reflect the
          events described in such subparagraphs.  The Committee or
          the Successor Board shall determine the specific
          adjustments to be made under this paragraph 13 and,
          subject to paragraph 2, its determination shall be
          conclusive.

     If any person or entity owning restricted Common Stock
obtained by exercise or a Stock Right made hereunder receives
shares of securities or cash in connection with a corporate
transaction described in subparagraphs A, B, or C above as a result
of owning such restricted Common Stock, such shares or securities
or cash shall be subject to all of the conditions and restrictions
applicable to the restricted Common Stock with respect to which
such shares or securities or cash were issued, unless otherwise
determined by the Committee or the Successor Board.

      14.   Means of Exercising Stock Rights.  A Stock Right (or
any part or installment thereof) shall be exercised by giving
written notice to the Company at its principal office address. 
Such notice shall identify the Stock Right being exercised and
specify the number of shares to which such Stock Right is being
exercised, accompanied by full payment of the purchase price
therefor either (a) in United States dollars in cash or by check,
or (b) at the discretion of the Committee, through delivery of
shares of Common Stock having a fair market value equal as of the
date of the exercise to the cash exercise price of the Stock Right,
or (c) at the discretion of the Committee, by delivery of the
grantee's personal recourse note bearing interest payable not less
than annually at no less than 100% of the lowest applicable Federal
rate, as defined in Section 1274 (d) of the Code, or (a), (b), and
(c) above.  The holder of a Stock Right shall not have the rights
of a shareholder with respect to the shares covered by his Stock
Right until the date of issuance of a stock certificate to him for
such shares.  Except as expressly provided above in paragraph 13
with respect to changes in capitalization and stock dividends, no
adjustment shall be made for dividends or similar rights for which
the record date is before the date such stock certificate is
issued.

      15.   Term and Amendment of Plan.  This Plan was adopted by
the Board on January 20, 1997. The Plan shall expire on January 20,
2006 (except as to Options outstanding on that date).  The Board
may terminate or amend the Plan in any respect at any time, except
that (ii) the expiration date of the Plan may not be extended and
(ii) the terms and conditions of any Stock Rights previously
granted pursuant to this Plan shall not be altered.

      16.  INTENTIONALLY LEFT BLANK.

      17.  Application of Funds.  The proceeds received by the
Company from the sale of shares pursuant to Options granted and
Purchases authorized under the Plan shall be used for general
corporate purposes.

<PAGE>

      18.  Governmental Regulation.  The Company's obligation to
sell and deliver shares of the Common Stock under this Plan is
subject to the approval of any governmental authority required in
connection with the authorization, issuance or sale of such shares.

      19.   Withholding of Additional Income Taxes.  Upon the
exercise of a Non-Qualified Option, the grant of an Award, the
making of a Purchase of Common Stock for less than its fair market
value, the making of a Disqualifying Disposition (as defined in
paragraph 20) or the vesting of restricted Common Stock acquired on
the exercise of a Stock Right hereunder, the Company, in accordance
with Section 3402(a) of the Code, may require the optionee, Award
recipient or purchaser to pay additional withholding taxes in
respect of the amount that is considered compensation includible in
such person's gross income.  The Committee in its discretion may
condition (i) the exercise of an Option, (ii) the grant of an
Award, (iii) the making of a Purchase of Common Stock for less than
its fair market value, or (iv) the vesting of restricted Common
Stock acquired by exercising a Stock Right on the grantee's payment
of such additional withholding taxes.

      20.   INTENTIONALLY LEFT BLANK.

   21.   Governing Law: Construction.  The validity and
construction of the Plan and the instruments evidencing Stock
Rights shall be governed by the laws of the Commonwealth of
Pennsylvania.  In construing this Plan, the singular shall include
the plural and the masculine general shall include the feminine and
neuter, unless the context otherwise requires.