Exhibit 10.8

                 SECOND AMENDED AND RESTATED SUMMUS, INC. (USA)

                          2000 EQUITY COMPENSATION PLAN


                         ARTICLE I - GENERAL PROVISIONS

         1.1 The Plan is designed for the benefit of the Company to secure and
retain the services of Eligible Participants. The Board believes the Plan will
promote and increase personal interests in the welfare of the Company by, and
provide incentive to, those who are primarily responsible not only for its
regular operations but also for shaping and carrying out the long-range plans of
the Company and ordering its continued growth and financial success.

         1.2 Awards under the Plan may be made to Participants in the form of
(i) Incentive Stock Options; (ii) Nonqualified Stock Options; (iii) Stock
Appreciation Rights; (iv) Restricted Stock; (v) Deferred Stock; (vi) Stock
Awards; (vii) Performance Shares; and (viii) Other Stock-Based Awards and other
forms of equity-based compensation as may be provided and are permissible.

         1.3 The Plan shall be effective January 31st, 2000 (the "Effective
Date").

                            ARTICLE II - DEFINITIONS

         Except where the context otherwise indicates, the following definitions
apply:

         2.1 "Act" means the Securities Exchange Act of 1934, as now in effect
or as hereafter amended. All citations to sections of the Act or rules
thereunder are to such sections or rules as they may from time to time be
amended or renumbered.

         2.2 "Agreement" means the written agreement between the Company and the
Participant evidencing each Award granted to a Participant under the Plan.

         2.3 "Award" means an award granted to a Participant under the Plan of a
Stock Option, Stock Appreciation Rights or of Restricted Stock, Deferred Stock,
Stock Awards, Performance Shares, Other Stock-Based Awards or of any combination
of the foregoing.

         2.4      "Board" means the Board of Directors of Summus, Inc. (USA).

         2.5 "Code" means the Internal Revenue Code of 1986, as now in effect or
as hereafter amended. All citations to sections of the Code are to such sections
as they may from time to time be amended or renumbered.

         2.6 "Committee" means the Compensation Committee of the Board or such
other committee consisting of two or more members as may be appointed by the
Board to administer this Plan pursuant to Article III.

         2.7 "Company" means Summus, Inc. (USA), a Florida corporation, and its
successors and assigns. The term "Company" shall include any company during any
period that it is a "parent corporation" or a "subsidiary corporation" of the
Company within the meaning of Code section 424(d). With respect to all purposes

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of the Plan, including, but not limited to, the establishment, amendment,
termination, operation and administration of the Plan, Summus, Inc.(USA) shall
be authorized to act on behalf of all other entities included within the
definition of "Company."

         2.8 "Deferred Stock" means the stock awarded under Article IX of the
Plan.

         2.9 "Disability," with respect to any Incentive Stock Option, means
disability as determined under section 22(e)(3) of the Code, and, with respect
to any other Award, means (i) with respect to a Participant who is eligible to
participate in the Company's program of long-term disability insurance, if any,
a condition with respect to which the Participant is entitled to commence
benefits under such program of long-term disability insurance, and (ii) with
respect to any Participant (including a Participant who is eligible to
participate in the Company's program of long-term disability insurance, if any),
a disability as determined under procedures established by the Committee or in
any Award.

         2.10 "Eligible Participant" means an active full-time employee of the
Company (including officers), as shall be determined by the Committee, as well
as any other person, including members of the Board and consultants who provide
services to the Company, subject to limitations as may be provided by the Code,
the Act or the Committee, as shall be determined by the Committee.

         2.11 "Fair Market Value" means the fair market value of a share of
Stock, as determined in good faith by the Committee; provided, however, that

                  (a) if the Stock is listed on a national securities exchange,
         Fair Market Value on a date shall be the closing sale price reported
         for the Stock on such exchange on such date if at least 100 shares of
         Stock were sold on such date or, if fewer than 100 shares of stock were
         sold on such date, then Fair Market Value on such date shall be the
         closing sale price reported for the Stock on such exchange on the last
         prior date on which at least 100 shares were sold, all as reported in
         THE WALL STREET JOURNAL or such other source as the Committee deems
         reliable; and

                  (b) if the Stock is not listed on a national securities
         exchange but is admitted to quotation on the National Association of
         Securities Dealers Automated Quotation System or other comparable
         quotation system, Fair Market Value on a date shall be the last sale
         price reported for the Stock on such system on such date if at least
         100 shares of Stock were sold on such date or, if fewer than 100 shares
         of Stock were sold on such date, then Fair Market Value on such date
         shall be the average of the high bid and low asked prices reported for
         the Stock on such system on such date or, if no shares of Stock were
         sold on such date, then Fair Market Value on such date shall be the
         last sale price reported for the Stock on such system on the last date
         on which at least 100 shares of Stock were sold, all as reported in THE
         WALL STREET JOURNAL or such other source as the Committee deems
         reliable; and

                  (c) If the Stock is not traded on a national securities
         exchange or reported by a national quotation system, if any
         broker-dealer makes a market for the Stock, then the Fair Market Value
         of the Stock on a date shall be the average of the highest and lowest
         quoted selling prices of the Stock in such market on such date if at
         least 100 shares of Stock were sold on such date or, if fewer than 100
         shares of Stock were sold on such date, then Fair Market Value on such
         date shall be the average of the high bid and low asked prices for the
         Stock in such market on such date or, if no prices are quoted on such
         date, then Fair Market Value on such date shall be the average of the
         highest and lowest quoted selling prices of the Stock in such market on
         the last date on which at least 100 shares of Stock were sold.

         2.12 "Incentive Stock Option" means a Stock Option granted to an
Eligible Participant under Article IV of the Plan.

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         2.13 "Nonqualified Stock Option" means a Stock Option granted to an
Eligible Participant under Article V of the Plan.

         2.14 "Nontandem Stock Appreciation Right" means any Stock Appreciation
Right granted pursuant to Article VI of the Plan in a manner not related to a
grant of a Stock Option.

         2.15 "Option Grant Date" means, as to any Stock Option, the latest of:

                  (a) the date on which the Committee takes action to grant the
         Stock Option to the Participant;

                  (b) the date the Participant receiving the Stock Option
         becomes an employee of the Company, to the extent employment status is
         a condition of the grant or a requirement of the Code or the Act; or

                  (c) such other date (later than the dates described in (a) and
         (b) above) as the Committee may designate.

         2.16 "Participant" means an Eligible Participant to whom an Award has
been granted and who has entered into an Agreement evidencing the Award.

         2.17 "Performance Shares" means shares of Stock that are subject to an
Award pursuant to Article XI of the Plan.

         2.18 "Plan" means the Amended and Restated Summus, Inc.(USA) 2000
Equity Compensation Plan, as amended from time to time.

         2.19 "Restricted Stock" means an Award of Stock under Article VIII of
the Plan, which Stock is issued with the restriction that the holder may not
sell, transfer, pledge, or assign such Stock and with such other restrictions as
the Committee, in its sole discretion, may impose, including without limitation,
any restriction on the right to vote such Stock, and the right to receive any
cash dividends, which restrictions may lapse separately or in combination at
such time or times, in installments or otherwise, as the Committee may deem
appropriate.

         2.20 "Restriction Period" means the period commencing on the date an
Award of Restricted Stock is granted and ending on such date as the Committee
shall determine.

         2.21 "Retirement" means retirement from active employment with the
Company, as determined by the Committee.

         2.22 "Stock" means the common stock of Summus, Inc.(USA), as may be
adjusted pursuant to the provisions of Plan Section 3.10.

         2.23 "Stock Appreciation Right" means a Stock Right, as described in
Article VI of this Plan, which provides for an amount payable in Stock and/or
cash, as determined by the Committee, equal to the excess of the Fair Market
Value of a share of Stock on the day the Stock Right is exercised over the price
at which the Participant could exercise a related Stock Option to purchase the
share of Stock.

         2.24 "Stock Appreciation Right Fair Market Value" means a value
established by the Committee for the exercise of a Stock Appreciation Right or a
limited Stock Appreciation Right.

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         2.25 "Stock Award" means an Award of Stock granted in payment of
compensation, as provided in Article X of the Plan.

         2.26 "Stock Option" means an Incentive Stock Option or a Nonqualified
Stock Option. Stock Options granted under the Plan shall be designated as either
Incentive Stock Options or Nonqualified Stock Options, and in the absence of
such designation shall be treated as Nonqualified Stock Options.

         2.27 "Stock Right" means an Award under Article VI of the Plan. A Stock
Right may be either a Tandem Stock Appreciation Right or a Nontandem Stock
Appreciation Right.

         2.28 "Tandem Stock Appreciation Right" means any Stock Appreciation
Right granted pursuant to Article VI of the Plan in conjunction with all or part
of any Stock Option granted under the Plan pursuant to a Stock Option agreement
which states that the Participant may, in lieu of exercising the Stock Option,
surrender the Stock Option and receive shares of Stock equal in value to the
Stock Appreciation Right.

         2.29 "Termination of Employment" means the discontinuance of employment
of a Participant with the Company for any reason or, if the Participant is a
non-employee member of the Board, the termination of the Participant's
directorship, or, if the Participant is a consultant to the Company, the
termination of the Participant's relationship as a consultant. The determination
of whether a Participant has incurred a Termination of Employment shall be made
by the Committee in its discretion. In determining whether a Termination of
Employment has occurred, the Committee may provide that service as a consultant
or service with a business enterprise in which the Company has a significant
ownership interest shall be treated as employment with the Company. With respect
to any Incentive Stock Option, employment shall be interpreted in a manner
consistent with section 422 of the Code. A Participant shall not be deemed to
have incurred a Termination of Employment if the Participant is on military
leave, sick leave, or other bona fide leave of absence approved by the Company
of 90 days or fewer (or any longer period during which the Participant is
guaranteed reemployment by statute or contract.) In the event a Participant's
leave of absence exceeds this period, he will be deemed to have incurred a
Termination of Employment on the day following the expiration date of such
period.



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                          ARTICLE III - ADMINISTRATION

         3.1 This Plan shall be administered by the Committee. The Committee, in
its discretion, may delegate to one or more of its members such of its powers as
it deems appropriate. The Committee also may limit the power of any member to
the extent necessary to comply with rule 16b-3 under the Act, Code section
162(m) or any other law or for any other purpose. Members of the Committee shall
be appointed originally, and as vacancies occur, by the Board, to serve at the
pleasure of the Board. The Board may serve as the Committee, if by the terms of
the Plan all Board members are otherwise eligible to serve on the Committee.

         3.2 The Committee shall meet at such times and places as it determines.
A majority of its members shall constitute a quorum, and the decision of a
majority of those present at any meeting at which a quorum is present shall
constitute the decision of the Committee. A memorandum signed by all of its
members shall constitute the decision of the Committee without necessity, in
such event, for holding an actual meeting.

         3.3 The Committee shall have the exclusive right to interpret, construe
and administer the Plan, to select the persons who are eligible to receive an
Award, and to act in all matters pertaining to the granting of an Award and the
contents of the Agreement evidencing the Award, including without limitation,
the determination of the number of Stock Options, Stock Rights, shares of Stock
or Performance Shares subject to an Award and the form, terms, conditions and
duration of each Award, and any amendment thereof consistent with the provisions
of the Plan. All acts, determinations and decisions of the Committee made or
taken pursuant to grants of authority under the Plan or with respect to any
questions arising in connection with the administration and interpretation of
the Plan, including the severability of any and all of the provisions thereof,
shall be conclusive, final and binding upon all Participants, Eligible
Participants and their estates and beneficiaries.

         3.4 The Committee may adopt such rules, regulations and procedures of
general application for the administration of this Plan, as it deems
appropriate.

         3.5 Subject to adjustment as provided in Plan Section 3.10, the
aggregate number of shares of Stock which are available for issuance pursuant to
Awards under the Plan shall be Eight Million Five Hundred Thousand (8,500,000)
shares of Stock. Such shares of Stock shall be made available from authorized
and unissued shares. If, for any reason, any shares of Stock awarded or subject
to purchase under the Plan are not delivered or purchased, or are reacquired by
the Company, for reasons including, but not limited to, a forfeiture of
Restricted Stock or termination, expiration or cancellation of a Stock Option,
such shares of Stock shall not be charged against the aggregate number of shares
of Stock available for issuance pursuant to Awards under the Plan and shall
again be available for issuance pursuant to Award under the Plan. If the
exercise price and/or withholding obligation under a Stock Option is satisfied
by tendering shares of Stock to the Company (either by actual delivery or
attestation), only the number of shares of Stock issued net of the share of
Stock so tendered shall be deemed delivered for purposes of determining the
maximum number of shares of Stock available for issuance under the Plan.

         3.6 Each Award granted under the Plan shall be evidenced by a written
Award Agreement. Each Award Agreement shall be subject to and incorporate, by
reference or otherwise, the applicable terms and conditions of the Plan, and any
other terms and conditions, not inconsistent with the Plan, as may be imposed by
the Committee.

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         3.7 The Company shall not be required to issue or deliver any
certificates for shares of Stock prior to:

                  (a) the listing of such shares on any stock exchange on which
         the Stock may then be listed; and

                  (b) the completion of any registration or qualification of
         such shares of Stock under any federal or state law, or any ruling or
         regulation of any government body which the Company shall, in its
         discretion, determine to be necessary or advisable.

The Company will from time to time, as is necessary to accomplish the purposes
of this Plan, seek to obtain from any regulatory agency having jurisdiction any
requisite authority in order to issue and sell shares of Stock hereunder. The
inability of the Company to obtain from any regulatory agency having
jurisdiction the authority deemed by the Company's counsel to be necessary to
the lawful issuance and sale of any shares of the Stock hereunder shall relieve
the Company of any liability in respect of the nonissuance or sale of the Stock
as to which the requisite authority shall not have been obtained.

         3.8 All certificates for shares of Stock delivered under the Plan shall
also be subject to such stop-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed and any applicable federal or state laws, and the
Committee may cause a legend or legends to be placed on any such certificates to
make appropriate reference to such restrictions. In making such determination,
the Committee may rely upon an opinion of counsel for the Company.

         3.9 Subject to the restrictions on Restricted Stock, as provided in
Article VIII of the Plan and in the Restricted Stock Award Agreement, each
Participant who receives an Award of Restricted Stock shall have all of the
rights of a shareholder with respect to such shares of Stock, including the
right to vote the shares to the extent, if any, such shares possess voting
rights and receive dividends and other distributions. Except as provided
otherwise in the Plan or in an Award Agreement, no Participant awarded a Stock
Option, Stock Right, Deferred Stock, Stock Award or Performance Share shall have
any right as a shareholder with respect to any shares of Stock covered by his or
her Stock Option, Stock Right, Deferred Stock, Stock Award or Performance Share
prior to the date of issuance to him or her of a certificate or certificates for
such shares of Stock.

         3.10 If any reorganization, recapitalization, reclassification, stock
split, stock dividend, or consolidation of shares of Stock, merger or
consolidation or separation, including a spin-off, of the Company or sale or
other disposition by the Company of all or a portion of its assets, any other
change in the Company's corporate structure, or any distribution to shareholders
other than a cash dividend results in the outstanding shares of Stock, or any
securities exchanged therefor or received in their place, being exchanged for a
different number or class of shares of Stock or other securities of the Company,
or for shares of Stock or other securities of any other corporation; or new,
different or additional shares or other securities of the Company or of any
other corporation being received by the holders of outstanding shares of Stock,
then the Committee may make equitable adjustments in:

                  (a) the limitation on the aggregate number of shares of Stock
         that may be awarded as set forth in Plan Section 3.5;

                  (b) the number of shares and class of Stock that may be
         subject to an Award, and which have not been issued or transferred
         under an outstanding Award;

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                  (c) the purchase price to be paid per share of Stock under
         outstanding Stock Options; and

                  (d) the terms, conditions or restrictions of any Award and
         Award Agreement, including the price payable for the acquisition of
         Stock;

provided, however, that all adjustments made as the result of the foregoing in
respect of each Incentive Stock Option shall be made so that such Stock Option
shall continue to be an incentive stock option within the meaning of Code
section 422, unless the Committee takes affirmative action to treat such Stock
Option instead as a Nonqualified Stock Option.

         3.11 In addition to such other rights of indemnification as they may
have as directors or as members of the Committee, the members of the Committee
shall be indemnified by the Company against reasonable expenses, including
attorney's fees, actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any Award
granted thereunder, and against all amounts paid by them in settlement thereof,
provided such settlement is approved by independent legal counsel selected by
the Company, or paid by them in satisfaction of a judgment or settlement in any
such action, suit or proceeding, except as to matters as to which the Committee
member has been negligent or engaged in misconduct in the performance of his
duties; provided, that within 60 days after institution of any such action, suit
or proceeding, a Committee member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.

         3.12 The Committee may require each person purchasing shares of Stock
pursuant to a Stock Option or other Award under the Plan to represent to and
agree with the Company in writing that he is acquiring the shares of Stock
without a view to distribution thereof. The certificates for such shares of
Stock may include any legend which the Committee deems appropriate to reflect
any restrictions on transfer.

         3.13 The Committee shall be authorized to make adjustments in
performance based criteria or in the terms and conditions of other Awards in
recognition of unusual or nonrecurring events affecting the Company or its
financial statements or changes in applicable laws, regulations or accounting
principles. The Committee may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or any Award Agreement in the manner and
to the extent it shall deem desirable to carry it into effect. In the event the
Company shall assume outstanding employee benefit awards or the right or
obligation to make future such awards in connection with the acquisition of
another corporation or business entity, the Committee may, in its discretion,
make such adjustments in the terms of Awards under the Plan as it shall deem
appropriate.

         3.14 All outstanding Awards to any Participant may be canceled if (a)
the Participant, without the consent of the Committee, while employed by the
Company or after termination of such employment, becomes associated with,
employed by, renders services to, or owns any interest in, other than any
insubstantial interest, as determined by the Committee, any business that is in
competition with the Company or with any business in which the Company has a
substantial interest as determined by the Committee; or (b) is terminated for
cause as determined by the Committee.

         3.15 In connection with any underwritten public offering by the Company
of its equity securities pursuant to an effective registration statement filed
under the Securities Act of 1933, a Participant shall not sell, make any short
sale of, loan, hypothecate, pledge, grant any option for the purchase of, or
otherwise dispose or transfer for value or otherwise agree to engage in any of
the


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foregoing transactions with respect to, any Stock acquired under the Plan
without the prior written consent of the Company or its underwriters. Such
restriction (the "Market Stand-Off") shall be in effect for such period of time
from and after the effective date of the final prospectus for the offering as
may be requested by the Company or such underwriters. In no event, however,
shall such period exceed the period for which securities owned by the Chief
Executive Officer of the Company are subject to the same restrictions. Any new,
substituted or additional securities that are by reason of any recapitalization
or reorganization distributed with respect to Stock acquired under the Plan
shall be immediately subject to the Market Stand-Off, to the same extent the
Stock acquired under the Plan is at such time covered by such provisions. In
order to enforce the Market Stand-Off, the Company may impose stop-transfer
restrictions with respect to the Stock acquired under the Plan until the end of
the applicable stand-off period.


                      ARTICLE IV - INCENTIVE STOCK OPTIONS

         4.1 Each provision of this Article IV and of each Incentive Stock
Option granted under the Plan shall be construed in accordance with the
provisions of Code section 422, and any provision hereof that cannot be so
construed shall be disregarded.

         4.2 Incentive Stock Options shall be granted only to Eligible
Participants who are in the active employment of the Company, and to individuals
to whom grants are conditioned upon active employment, each of whom may be
granted one or more such Incentive Stock Options for a reason related to his
employment at such time or times determined by the Committee following the
Effective Date through the date which is ten (10) years following the Effective
Date, subject to the following conditions:

                  (a) The Incentive Stock Option exercise price per share of
         Stock shall be set in the Agreement, but shall not be less than 100% of
         the Fair Market Value of the Stock on the Option Grant Date. If the
         Eligible Participant owns more than 10% of the outstanding Stock (as
         determined pursuant to Code section 424(d)) on the Option Grant Date,
         the Incentive Stock Option exercise price per share shall not be less
         than 110% of the Fair Market Value of the Stock on the Option Grant
         Date; provided, however, that if an Incentive Stock Option is granted
         to such an Eligible Participant at an exercise price per share that is
         less than 110% of Fair Market Value of the stock on the Option Grant
         Date, such Option shall be deemed a Nonqualified Stock Option.

                  (b) The Incentive Stock Option may be exercised in whole or in
         part from time to time within ten (10) years from the Option Grant Date
         (five (5) years if the Eligible Participant owns more than 10% of the
         Stock on the Option Grant Date), or such shorter period as may be
         specified by the Committee in the Award; provided, that in any event,
         the Incentive Stock Option and related Stock Right shall lapse and
         cease to be exercisable upon a Termination of Employment or within such
         period following a Termination of Employment as shall have been
         specified in the Incentive Stock Option Award Agreement, which period
         shall in no event exceed three months unless:

                           (i) employment shall have terminated as a result of
                  death or Disability, in which event such period shall not
                  exceed one year after the date of death or Disability; or

                           (ii) death shall have occurred following a
                  Termination of Employment and while the Incentive Stock Option
                  or Stock Right was still exercisable, in which event such
                  period shall not exceed one year after the date of death;
                  provided, further, that such period following a Termination of

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                  Employment shall in no event extend the original exercise
                  period of the Incentive Stock Option.

                  (c) To the extent the aggregate Fair Market Value, determined
         as of the Option Grant Date, of the shares of Stock with respect to
         which incentive stock options (determined without regard to this
         subsection) are first exercisable during any calendar year (under this
         Plan or any other plan of the Company and its parent and subsidiary
         corporations (within the meaning of Code sections 424(e) and 424(f),
         respectively)), by Participant exceeds $100,000, such Incentive Stock
         Options granted under the Plan shall be treated as Nonqualified Stock
         Options granted under Article V.

                  (d) The Committee may adopt any other terms and conditions
         which it determines should be imposed for the Incentive Stock Option to
         qualify under Code section 422, as well as any other terms and
         conditions not inconsistent with this Article IV as determined by the
         Committee.

                  (e) All or any portion of the shares of Stock authorized for
         issuance pursuant to Section 3.5 herein shall be available for issuance
         pursuant to Incentive Stock Options granted under this Plan.

         4.3 To the extent an Incentive Stock Option fails to meet the
requirements of Code section 422, it shall be deemed a Nonqualified Stock
Option.

         4.4 The Committee may at any time offer to buy out for a payment in
cash, Stock, Deferred Stock or Restricted Stock an Incentive Stock Option
previously granted, based on such terms and conditions as the Committee shall
establish and communicate to the Participant at the time that such offer is
made.

         4.5 If the Incentive Stock Option Award Agreement so provides, the
Committee may require that all or part of the shares of Stock to be issued upon
the exercise of an Incentive Stock Option shall take the form of Deferred or
Restricted Stock, which shall be valued on the date of exercise, as determined
by the Committee, on the basis of the Fair Market Value of such Deferred Stock
or Restricted Stock determined without regard to the deferral limitations and/or
forfeiture restrictions involved.

         4.6 Any Incentive Stock Option that fails to qualify under section 422
of the Code shall be treated as a Nonqualified Stock Option granted under
Article V.

                     ARTICLE V - NONQUALIFIED STOCK OPTIONS

         5.1 Nonqualified Stock Options may be granted to Eligible Participants
to purchase shares of Stock at such time or times determined by the Committee,
following the Effective Date, subject to the terms and conditions set forth in
this Article V.

         5.2 The Nonqualified Stock Option exercise price per share of Stock
shall be established in the Agreement and may be more than, equal to or less
than 100% of the Fair Market Value at the time of the grant, but may not be less
than par value of the Stock.

         5.3 A Nonqualified Stock Option may be exercised in full or in part
from time to time within such period as may be specified by the Committee in the
Agreement; provided, that, in any event, the Nonqualified Stock Option shall
lapse and cease to be exercisable upon a Termination of Employment or within
such period following a Termination of Employment as shall have been specified
in the

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Nonqualified Stock Option Award Agreement, provided, that such period
following a Termination of Employment shall in no event extend the original
exercise period of the Nonqualified Stock Option.

         5.4 The Nonqualified Stock Option Award Agreement may include any other
terms and conditions not inconsistent with this Article V or Article VII, as
determined by the Committee.

                     ARTICLE VI - STOCK APPRECIATION RIGHTS

         6.1 A Stock Appreciation Right may be granted to an Eligible
Participant in connection with an Incentive Stock Option or a Nonqualified Stock
Option granted under Article IV or Article V of this Plan (referred to as a
"Tandem Stock Appreciation Right"), or may be granted independent of any related
Stock Option (referred to as a "Nontandem Stock Appreciation Right"). A Stock
Appreciation Right granted under the Plan shall be designated as either a: (i)
Tandem Stock Appreciation Right, or (ii) Nontandem Stock Appreciation Right.

         6.2 A Tandem Stock Appreciation Right shall entitle a holder of a Stock
Option, within the period specified for the exercise of the Stock Option, to
surrender the unexercised Stock Option, or a portion thereof, and to receive in
exchange therefor a payment in cash or shares of Stock having an aggregate value
equal to the amount by which the Fair Market Value of each share of Stock
exceeds the Stock Option price per share of Stock, times the number of shares of
Stock under the Stock Option, or portion thereof, which is surrendered.

         6.3 Each Tandem Stock Appreciation Right granted hereunder shall be
subject to the same terms and conditions as the related Stock Option, including
limitations on transferability, and shall be exercisable only to the extent such
Stock Option is exercisable and shall terminate or lapse and cease to be
exercisable when the related Stock Option terminates or lapses. The grant of
Tandem Stock Appreciation Rights related to Incentive Stock Options must be
concurrent with the grant of the Incentive Stock Options. With respect to
Nonqualified Stock Options, the grant of Tandem Stock Appreciation Rights either
may be concurrent with the grant of the Nonqualified Stock Options, or in
connection with Nonqualified Stock Options previously granted under Article V,
which are unexercised and have not terminated or lapsed.

         6.4 Upon exercise of a Tandem Stock Appreciation Right, the number of
shares of Stock subject to exercise under any related Stock Option shall
automatically be reduced by the number of shares of Stock represented by the
Stock Option or portion thereof which is surrendered.

         6.5 The Committee may grant Nontandem Stock Appreciation Rights and
shall specify at the time of grant the number of shares of Stock covered by such
right and the base price of a share of Stock (the "Base Price"), which shall not
be less than 100% of Fair Market Value of a share of Stock on the date of grant.
A Nontandem Stock Appreciation Right shall be exercisable during such period as
the Committee shall determine. Upon exercise of a Nontandem Stock Appreciation
Right, the Participant shall be entitled to receive from the Company cash and/or
Stock having an aggregate Fair Market Value equal to the (i) the excess of (A)
the Fair Market Value of one (1) share of Stock at the time of exercise over (B)
the Base Price, multiplied by (ii) the number of shares of Stock covered by the
Nontandem Stock Appreciation Right, or the portion thereof being exercised.

         6.6 The Committee shall have sole discretion to determine in each case
whether the payment with respect to the exercise of a Stock Appreciation Right
will be in the form of all cash or all Stock, or any combination thereof. If
payment is to be made in Stock, the number of shares of Stock shall be
determined based on the Fair Market Value of the Stock on the date of exercise.
If the Committee elects

                                       10
<PAGE>

to make full payment in Stock, no fractional shares of Stock shall be issued and
cash payments shall be made in lieu of fractional shares.

         6.7 The Committee shall have sole discretion as to the timing of any
payment made in cash or Stock, or a combination thereof, upon exercise of Stock
Appreciation Rights. Payment may be made in a lump sum, in annual installments
or may be otherwise deferred; and the Committee shall have sole discretion to
determine whether any deferred payments may bear amounts equivalent to interest
or cash dividends.

         6.8 The exercise of a Stock Appreciation Right shall be effective only
upon the Participant's satisfaction (as determined by the Committee in its
discretion) of any tax withholding obligations with respect to such exercise.

            ARTICLE VII - INCIDENTS OF STOCK OPTIONS AND STOCK RIGHTS

         7.1 Each Stock Option and Stock Right shall be granted subject to such
terms and conditions, if any, not inconsistent with this Plan, as shall be
determined by the Committee, including any provisions as to continued employment
as consideration for the grant or exercise of such Stock Option or Stock Right
and any provisions that may be advisable to comply with applicable laws,
regulations or rulings of any governmental authority.

         7.2 The maximum number of shares of Stock that may be covered by Stock
Options and Stock Rights granted to any one individual during any calendar year
(including Stock Options or Stock Rights that are subsequently canceled) shall
be 500,000 shares. If a Stock Option or Stock Right is canceled, terminated or
repriced with respect to an individual, the canceled, terminated or repriced
Stock Option or Stock Right shall be counted against the maximum number of
shares for which Stock Options or Stock Rights may be granted to such
individual. 7.3 Except as provided below, a Stock Option or Stock Right shall
not be transferable by the Participant other than by will or by the laws of
descent and distribution, or, to the extent otherwise allowed by applicable law,
pursuant to a qualified domestic relations order as defined by the Code or the
Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder, and shall be exercisable during the lifetime of the Participant only
by him or in the event of his death or Disability, by his guardian or legal
representative; provided, however, that a Nonqualified Stock Option (including a
Tandem Stock Appreciation Right related thereto) may be transferred and
exercised by the transferee to the extent determined by the Committee to be
consistent with securities and other applicable laws, rules and regulations and
with Company policy. Notwithstanding any language herein or in any Agreement to
the contrary, any restrictions on transfer of a Stock Option or Stock Right in
the Plan or an Agreement shall be void and of no effect if the Committee
determines that a transfer can be made consistent with securities and other
applicable laws, rules and regulations.

         7.4 Shares of Stock purchased upon exercise of a Stock Option shall be
paid for at the time of exercise (or, in case of an exercise pursuant to a
cashless exercise mechanism described below, as soon as practicable after such
exercise) in cash or by tendering (either by actual delivery or by attestation)
shares of Stock acceptable to the Committee and valued as of the exercise date
or in any combination thereof in such amounts, at such times and upon such terms
as shall be determined by the Committee, subject to limitations set forth in the
corresponding Stock Option Award Agreement. The Committee may establish a
cashless exercise mechanism by which a Participant may pay the exercise price
under a Stock Option by irrevocably authorizing a third party to sell shares of
Stock (or a sufficient portion of the shares) acquired upon exercise of the
Stock Option and remit to the Company a sufficient portion of the sales proceeds
to pay the entire exercise price and/or any tax withholding resulting from such
exercise. Without limiting


                                       11
<PAGE>

the foregoing, the Committee may establish payment terms for the exercise of
Stock Options which permit the Participant to deliver shares of Stock, or other
evidence of ownership of Stock satisfactory to the Company, with a Fair Market
Value equal to the Stock Option price as payment.

         7.5 No cash dividends shall be paid on shares of Stock subject to
unexercised Stock Options or Stock Rights. The Committee may provide, however,
that a Participant to whom a Stock Option or Stock Right has been granted which
is exercisable in whole or in part at a future time for shares of Stock shall be
entitled to receive an amount per share equal in value to the cash dividends, if
any, paid per share on issued and outstanding Stock, as of the dividend record
dates occurring during the period between the date of the grant and the time
each such share of Stock is delivered pursuant to exercise of such Stock Option
or Stock Right. Such amounts (herein called "dividend equivalents") may, in the
discretion of the Committee, be:

         (a)      paid in cash or Stock either from time to time prior to, or at
                  the time of the delivery of, such Stock, or upon expiration of
                  the Stock Option or Stock Right if it shall not have been
                  fully exercised; or

         (b)      converted into contingently credited shares of Stock, with
                  respect to which dividend equivalents may accrue, in such
                  manner, at such value, and deliverable at such time or times,
                  as may be determined by the Committee.

         Such Stock, whether delivered or contingently credited, shall be
         charged against the limitations set forth in Plan Section 3.5.

         7.6 The Committee, in its sole discretion, may authorize payment of
interest equivalents on dividend equivalents which are payable in cash at a
future time.

         7.7 In the event of Disability or death, the Committee, with the
consent of the Participant or his legal representative, may authorize payment,
in cash or in Stock, or partly in cash and partly in Stock, as the Committee may
direct, of an amount equal to the difference at the time between the Fair Market
Value of the Stock subject to a Stock Option and the option price in
consideration of the surrender of the Stock Option.

         7.8 If a Participant is required to pay to the Company an amount with
respect to income and employment tax withholding obligations in connection with
exercise of a Nonqualified Stock Option or Stock Right, and/or with respect to
certain dispositions of Stock acquired upon the exercise of an Incentive Stock
Option, the Committee, in its discretion and subject to such rules as it may
adopt, may permit the Participant to satisfy the obligation, in whole or in
part, by surrendering shares of Stock which the Participant already owns or by
making an irrevocable election that, in lieu of the issuance of Stock, a portion
of the total Fair Market Value of the shares of Stock subject to the
Nonqualified Stock Option or Stock Right and/or with respect to certain
dispositions of Stock acquired upon the exercise of an Incentive Stock Option,
be surrendered for cash and that such cash payment be applied to the
satisfaction of the withholding obligations. The amount to be withheld shall not
exceed the statutory minimum federal and state income and employment tax
liability arising from the Stock Option exercise transaction.

         7.9 The Committee may permit the voluntary surrender of all or a
portion of any Stock Option granted under the Plan to be conditioned upon the
granting to the Participant of a new Stock Option for the same or a different
number of shares of Stock as the Stock Option surrendered, or may require such
surrender as a condition precedent to a grant of a new Stock Option to such
Participant. Subject to the provisions of the Plan, such new Stock Option shall
be exercisable at such price, during such period and on such other terms and
conditions as are specified by the Committee at the time the new


                                       12
<PAGE>

Stock Option is granted. Upon surrender, the Stock Options surrendered shall be
canceled and the shares of Stock previously subject to them shall be available
for the grant of other Stock Options.

         7.10 The Committee may provide in any Stock Option Agreement entered
into pursuant to the Plan, or by separate agreement, that if a Participant makes
payment upon the exercise of any Stock Option granted hereunder in whole or in
part through the surrender of shares of Stock, such Participant shall
automatically receive a new Stock Option for the number of shares of Stock so
surrendered by him at a price equal to the Fair Market Value of the shares of
Stock at the time of surrender, exercisable on the same basis and having the
same terms as the underlying Stock Option or on such other basis as the
Committee shall determine and provide in the Stock Option Agreement.

                         ARTICLE VIII - RESTRICTED STOCK

         8.1 Restricted Stock Awards may be made to Participants as an incentive
for the performance of future services that will contribute materially to the
successful operation of the Company. Awards of Restricted Stock may be made
either alone or in addition to or in tandem with other Awards granted under the
Plan.

         8.2 With respect to Awards of Restricted Stock, the Committee shall:

                  (a) determine the purchase price, if any, to be paid for such
        Restricted Stock, which may be more than, equal to, or less than par
        value and may be zero, subject to such minimum consideration as may be
        required by applicable law;

                  (b) determine the length of the Restriction Period;

                  (c) determine any restrictions applicable to the Restricted
        Stock such as service or performance;

                  (d) determine if the restrictions shall lapse as to all shares
        of Restricted Stock at the end of the Restriction Period or as to a
        portion of the shares of Restricted Stock in installments during the
        Restriction Period; and

                  (e) determine if dividends and other distributions on the
        Restricted Stock are to be paid currently to the Participant or paid to
        the Company for the account of the Participant.

         8.3 Awards of Restricted Stock must be accepted within a period of 60
days, or such shorter period as the Committee may specify, by executing a
Restricted Stock Award Agreement and paying whatever price, if any, is required.
The prospective recipient of a Restricted Stock Award shall not have any rights
with respect to such Award, unless such recipient has executed a Restricted
Stock Award Agreement and has delivered a fully executed copy thereof to the
Committee, and has otherwise complied with the applicable terms and conditions
of such Award.

         8.4 Except when the Committee determines otherwise, or as otherwise
provided in the Restricted Stock Agreement, if a Participant terminates
employment with the Company for any reason before the expiration of the
Restriction Period, all shares of Restricted Stock still subject to restriction
shall be forfeited by the Participant and shall be reacquired by the Company.

         8.5 Except as otherwise provided in this Article VIII, or as otherwise
provided in the Restricted Stock Agreement, no shares of Restricted Stock
received by a Participant shall be sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of during the Restriction Period.

                                       13
<PAGE>

         8.6 The Committee may designate whether any Restricted Stock Award is
intended to be "performance-based compensation" within the meaning of Code
section 162(m). Any such award shall be conditioned on achievement of one or
more performance mea ures selected by the Committee. The grant of such Awards
and the establishment of the performance measures shall be made during the
period required under Code section 162(m). No more than 500,000 shares of Stock
may be subject to Restricted Stock Awards that are intended to constitute
"performance-based compensation" within the meaning of Code section 162(m)
granted to any one individual during any calendar year.

         8.7 To the extent not otherwise provided in a Restricted Stock
Agreement, in cases of death, Disability or Retirement or in cases of special
circumstances, the Committee may in its discretion elect to waive any or all
remaining restrictions with respect to such Participant's Restricted Stock.

         8.8 In the event of hardship or other special circumstances of a
Participant whose employment with the Company is involuntarily terminated, the
Committee may in its discretion elect to waive in whole or in part any or all
remaining restrictions with respect to any or all of the Participant's
Restricted Stock, based on such factors and criteria as the Committee may deem
appropriate.

         8.9 Upon an Award of Restricted Stock to a Participant, one or more
stock certificates representing the shares of Restricted Stock shall be
registered in the Participant's name. Such certificates may either:

                  (a) be held in custody by the Company until the Restriction
         Period expires or until restrictions thereon otherwise lapse, and the
         Participant shall deliver to the Company one or more stock powers
         endorsed in blank relating to the Restricted Stock; and/or

                  (b) be issued to the Participant and registered in the name of
         the Participant, and shall bear an appropriate restrictive legend and
         shall be subject to appropriate stop-transfer orders.

         8.10 Except as provided in this Article VIII, a Participant receiving a
Restricted Stock Award shall have, with respect to such Restricted Stock Award,
all of the rights of a shareholder of the Company, including the right to vote
the shares to the extent, if any, such shares possess voting rights and the
right to receive any dividends; provided, however, the Committee may require
that any dividends on such shares of Restricted Stock shall be automatically
deferred and reinvested in additional Restricted Stock subject to the same
restrictions as the underlying Award, or may require that dividends and other
distributions on Restricted Stock shall be paid to the Company for the account
of the Participant. The Committee shall determine whether interest shall be paid
on such amounts, the rate of any such interest, and the other terms applicable
to such amounts.

         8.11 If and when the Restriction Period expires without a prior
forfeiture of the Restricted Stock subject to such Restriction Period,
unrestricted certificates for such shares shall be delivered to the Participant;
provided, however, that the Committee may cause such legend or legends to be
placed on any such certificates as it may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission and
any applicable federal or state law.

         8.12 In order to better ensure that Award payments actually reflect the
performance of the Company and the service of the Participant, the Committee may
provide, in its sole discretion, for a tandem performance-based or other Award
designed to guarantee a minimum value, payable in cash or Stock to the recipient
of a Restricted Stock Award, subject to such performance, future service,
deferral and other terms and conditions as may be specified by the Committee.


                                       14
<PAGE>



                           ARTICLE IX - DEFERRED STOCK

         9.1 Shares of Deferred Stock together with cash dividend equivalents,
if so determined by the Committee, may be issued either alone or in addition to
other Awards granted under the Plan in the discretion of the Committee. The
Committee shall determine the individuals to whom, and the time or times at
which, such Awards will be made, the number of shares to be awarded, the price,
if any, to be paid by the recipient of a Deferred Stock Award, the time or times
within which such Awards may be subject to forfeiture, and all other conditions
of the Awards. The Committee may condition Awards of Deferred Stock upon the
attainment of specified performance goals or such other factors or criteria as
the Committee may determine.

         9.2 Deferred Stock Awards shall be subject to the following terms and
conditions:

         (a)      Subject to the provisions of this Plan and the applicable
                  Award Agreement, Deferred Stock Awards may not be sold,
                  transferred, pledged, assigned or otherwise encumbered during
                  the period specified by the Committee for purposes of such
                  Award (the "Deferral Period"). At the expiration of the
                  Deferral Period, or the Elective Deferral Period defined in
                  Section 9.3, share certificates shall be delivered to the
                  Participant, or his legal representative, in a number equal to
                  the number of shares of Stock covered by the Deferred Stock
                  Award.

                  Based on service, performance and/or such other factors or
                  criteria as the Committee may determine, the Committee,
                  however, at or after grant, may accelerate the vesting of all
                  or any part of any Deferred Stock Award and/or waive the
                  deferral limitations for all or any part of such Award.

         (b)      Unless otherwise determined by the Committee, amounts equal to
                  any dividends that would have been payable during the Deferral
                  Period with respect to the number of shares of Stock covered
                  by a Deferred Stock Award if such shares of Stock had been
                  outstanding shall be automatically deferred and deemed to be
                  reinvested in additional Deferred Stock, subject to the same
                  deferral limitations as the underlying Award.

         (c)      Except to the extent otherwise provided in this Plan or in the
                  applicable Award Agreement, upon Termination of Employment
                  during the Deferral Period for a given Award, the Deferred
                  Stock covered by such Award shall be forfeited by the
                  Participant; provided, however, the Committee may provide for
                  accelerated vesting in the event of Termination of Employment
                  due to death, Disability or Retirement, or in the event of
                  hardship or other special circumstances as the Committee deems
                  appropriate.

         (d)      The Committee may require that a designated percentage of the
                  total Fair Market Value of the shares of Deferred Stock held
                  by one or more Participants be paid in the form of cash in
                  lieu of the issuance of Stock and that such cash payment be
                  applied to the satisfaction of the federal and state income
                  and employment tax withholding obligations that arise at the
                  time the Deferred Stock becomes free of all restrictions. The
                  designated percentage shall be equal to the minimum income and
                  employment tax withholding rate in effect at the time under
                  applicable federal and state laws.

         (e)      The Committee may provide one or more Participants subject to
                  the mandatory cash payment with an election to receive an
                  additional percentage of the total value of the Deferred Stock
                  in the form of a cash payment in lieu of the issuance of
                  Deferred Stock.


                                       15
<PAGE>

                  The additional percentage shall not exceed the difference
                  between 50% and the designated percentage cash payment.

         (f)      The Committee may impose such further terms and conditions on
                  partial cash payments with respect to Deferred Stock as it
                  deems appropriate.

         9.3 A Participant may elect to further defer receipt of Deferred Stock
for a specified period or until a specified event (the "Elective Deferral
Period"), subject in each case to the Committee's approval and to such terms as
are determined by the Committee. Subject to any exceptions adopted by the
Committee, such election must generally be made at least 12 months prior to
completion of the Deferral Period for the Deferred Stock Award in question, or
for the applicable installment of such an Award.

         9.4 Each Award shall be confirmed by, and subject to the terms of, a
Deferred Stock Award Agreement.

         9.5 In order to better ensure that the Award actually reflects the
performance of the Company and the service of the Participant, the Committee may
provide, in its sole discretion, for a tandem performance-based or other Award
designed to guarantee a minimum value, payable in cash or Stock to the recipient
of a Deferred Stock Award, subject to such performance, future service, deferral
and other terms and conditions as may be specified by the Committee.

                            ARTICLE X - STOCK AWARDS

         10.1 A Stock Award shall be granted only in payment of compensation
that has been earned or as compensation to be earned, including without
limitation, compensation awarded concurrently with or prior to the grant of the
Stock Award.

         10.2 For the purposes of this Plan, in determining the value of a Stock
Award, all shares of Stock subject to such Stock Award shall be valued at not
less than 100% of the Fair Market Value of such shares of Stock on the date such
Stock Award is granted, regardless of whether or when such shares of Stock are
issued or transferred to the Participant and whether or not such shares of Stock
are subject to restrictions which affect their value.

         10.3 Shares of Stock subject to a Stock Award may be issued or
transferred to the Participant at the time the Stock Award is granted, or at any
time subsequent thereto, or in installments from time to time, as the Committee
shall determine. If any such issuance or transfer shall not be made to the
Participant at the time the Stock Award is granted, the Committee may provide
for payment to such Participant, either in cash or shares of Stock, from time to
time or at the time or times such shares of Stock shall be issued or transferred
to such Participant, of amounts not exceeding the dividends which would have
been payable to such Participant in respect of such shares of Stock, as adjusted
under Section 3.10, if such shares of Stock had been issued or transferred to
such Participant at the time such Stock Award was granted. Any issuance payable
in shares of Stock under the terms of a Stock Award, at the discretion of the
Committee, may be paid in cash on each date on which delivery of shares of Stock
would otherwise have been made, in an amount equal to the Fair Market Value on
such date of the shares of Stock which would otherwise have been delivered.

         10.4 A Stock Award shall be subject to such terms and conditions,
including without limitation, restrictions on the sale or other disposition of
the Stock Award or of the shares of Stock issued or transferred pursuant to such
Stock Award, as the Committee shall determine; provided, however, that upon the
issuance or transfer of shares pursuant to a Stock Award, the Participant, with
respect to such shares of Stock, shall be and become a shareholder of the
Company fully entitled to receive dividends, to


                                       16
<PAGE>

                  vote to the extent, if any, such shares possess voting rights
                  and to exercise all other rights of a shareholder except to
                  the extent otherwise provided in the Stock Award. Each Stock
                  Award shall be evidenced by a written Award Agreement in such
                  form as the Committee shall determine.

                         ARTICLE XI - PERFORMANCE SHARES

         11.1 Awards of Performance Shares may be made to certain Participants
as an incentive for the performance of future services that will contribute
materially to the successful operation of the Company. Awards of Performance
Shares may be made either alone, in addition to or in tandem with other Awards
granted under the Plan and/or cash payments made outside of the Plan.

         11.2 With respect to Awards of Performance Shares, which may be issued
for no consideration or such minimum consideration as is required by applicable
law, the Committee shall:

         (a)      determine and designate from time to time those Participants
                  to whom Awards of Performance Shares are to be made;

         (b)      determine the performance period (the "Performance Period")
                  and/or performance objectives (the "Performance Objectives")
                  applicable to such Awards;

         (c)      determine the form of settlement of a Performance Share; and

         (d)      generally determine the terms and conditions of each such
                  Award. At any date, each Performance Share shall have a value
                  equal to the Fair Market Value, determined as set forth in
                  Section 2.11.

         11.3 Performance Periods may overlap, and Participants may participate
simultaneously with respect to Performance Shares for which different
Performance Periods are prescribed.

         11.4 The Committee shall determine the Performance objectives of Awards
of Performance Shares. Performance Objectives may vary from Participant to
Participant and between Awards and shall be based upon such performance criteria
or combination of factors as the Committee may deem appropriate, including for
example, but not limited to, minimum earnings per share or return on equity. If
during the course of a Performance Period there shall occur significant events
which the Committee expects to have a substantial effect on the applicable
Performance Objectives during such period, the Committee may revise such
Performance Objectives.

         11.5 The Committee shall determine for each Participant the number of
Performance Shares which shall be paid to the Participant if the applicable
Performance objectives are exceeded or met in whole or in part.

         11.6 If a Participant terminates service with the Company during a
Performance Period because of death, Disability, Retirement or under other
circumstances in which the Committee in its discretion finds that a waiver would
be appropriate, that Participant, as determined by the Committee, may be
entitled to a payment of Performance Shares at the end of the Performance Period
based upon the extent to which the Performance objectives were satisfied at the
end of such period and pro rated for the portion of the Performance Period
during which the Participant was employed by the Company; provided, however, the
Committee may provide for an earlier payment in settlement of such Performance
Shares in such amount and under such terms and conditions as the Committee deems
appropriate or desirable. If a Participant terminates service with the Company
during a Performance Period for any other reason, then


                                       17
<PAGE>

such Participant shall not be entitled to any payment with respect to that
Performance Period unless the Committee shall otherwise determine.

         11.7 Each Award of a Performance Share shall be paid in whole shares of
Stock, or cash, or a combination of Stock and cash as the Committee shall
determine, with payment to be made as soon as practicable after the end of the
relevant Performance Period.

         11.8 The Committee shall have the authority to approve requests by
Participants to defer payment of Performance Shares on terms and conditions
approved by the Committee and set forth in a written Award Agreement between the
Participant and the Company entered into in advance of the time of receipt or
constructive receipt of payment by the Participant.

                     ARTICLE XII - OTHER STOCK-BASED AWARDS

         12.1 Other awards that are valued in whole or in part by reference to,
or are otherwise based on, Stock ("Other Stock-Based Awards"), including without
limitation, convertible preferred stock, convertible debentures, exchangeable
securities, phantom stock and Stock awards or options valued by reference to
book value or performance, may be granted either alone or in addition to or in
tandem with Stock Options, Stock Rights, Restricted Stock, Deferred Stock or
Stock Awards granted under the Plan and/or cash awards made outside of the Plan.

         Subject to the provisions of the Plan, the Committee shall have
authority to determine the Eligible Participants to whom and the time or times
at which such Awards shall be made, the number of shares of Stock subject to
such Awards, and all other conditions of the Awards. The Committee also may
provide for the grant of shares of Stock upon the completion of a specified
Performance Period.

         The provisions of Other Stock-Based Awards need not be the same with
respect to each recipient.

         12.2 Other Stock-Based Awards made pursuant to this Article XII shall
be subject to the following terms and conditions:

         (a)      Subject to the provisions of this Plan and the Award
                  Agreement, shares of Stock subject to Awards made under this
                  Article XII may not be sold, assigned, transferred, pledged or
                  otherwise encumbered prior to the date on which the shares are
                  issued, or, if later, the date on which any applicable
                  restriction, performance or deferral period lapses.

         (b)      Subject to the provisions of this Plan and the Award Agreement
                  and unless otherwise determined by the Committee at the time
                  of the Award, the recipient of an Award under this Article XII
                  shall be entitled to receive, currently or on a deferred
                  basis, interest or dividends or interest or dividend
                  equivalents with respect to the number of shares covered by
                  the Award, as determined at the time of the Award by the
                  Committee, in its sole discretion, and the Committee may
                  provide that such amounts, if any, shall be deemed to have
                  been reinvested in additional Stock or otherwise reinvested.

         (c)      Any Award under this Article XII and any Stock covered by any
                  such Award shall vest or be forfeited to the extent so
                  provided in the Award Agreement, as determined by the
                  Committee, in its sole discretion.

         (d)      Upon the Participant's Retirement, Disability or death, or in
                  cases of special circumstances, the Committee may, in its sole
                  discretion, waive in whole or in part any or


                                       18
<PAGE>

                  all of the remaining limitations imposed hereunder, if any,
                  with respect to any or all of an Award under this Article XII.

         (e)      Each Award under this Article XII shall be confirmed by, and
                  subject to the terms of, an Award Agreement.

         (f)      Stock, including securities convertible into Stock, issued on
                  a bonus basis under this Article XII may be issued for no cash
                  consideration.

         12.3 Other Stock-Based Awards may include a phantom stock Award, which
is subject to the following terms and conditions:

         (a)      The Committee shall select the Eligible Participants who may
                  receive phantom stock Awards. The Eligible Participant shall
                  be awarded a phantom stock unit, which shall be the equivalent
                  to a share of Stock.

         (b)      Under an Award of phantom stock, payment shall be made on the
                  dates or dates as specified by the Committee or as stated in
                  the Award Agreement and phantom stock Awards may be settled in
                  cash, Stock, or some combination thereof.

         (c)      The Committee shall determine such other terms and conditions
                  of each Award as it deems necessary in its sole discretion.

                    ARTICLE XIII - AMENDMENT AND TERMINATION

         13.1 The Board at any time and from time to time, may amend or
terminate the Plan. To the extent required by Code section 422 and/or the rules
of the exchange upon which the Stock is traded, no amendment, without approval
by the Company's shareholders, shall:

                  (a) alter the group of persons eligible to participate in the
         Plan;

                  (b) except as provided in Plan Section 3.5, increase the
         maximum number of shares of Stock which are available for issuance
         pursuant to Awards granted under the Plan;

                  (c) extend the period during which Incentive Stock Options may
         be granted beyond the date which is ten (10) years following the
         Effective Date.

                  (d) limit or restrict the powers of the Committee with respect
         to the administration of this Plan;

                  (e) change the definition of an Eligible Participant for the
         purpose of Incentive Stock Options or increase the limit or the value
         of shares of Stock for which an Eligible Participant may be granted an
         Incentive Stock Option;

                  (f) materially increase the benefits accruing to Participants
         under this Plan;

                  (g) materially modify the requirements as to eligibility for
         participation in this Plan; or

                  (h) change any of the provisions of this Article XIII.

                                       19
<PAGE>

         13.2 No amendment to or discontinuance of this Plan or any provision
thereof by the Board or the shareholders of the Company shall, without the
written consent of the Participant, adversely affect, as shall be determined by
the Committee, any Award previously granted to such Participant under this Plan;
provided, however, the Committee retains the right and power to treat any
outstanding Incentive Stock Option as a Nonqualified Stock Option in accordance
with Plan Section 4.3.

         13.3 Notwithstanding anything herein to the contrary, if the right to
receive or benefit from any Award, either alone or together with payments that a
Participant has the right to receive from the Company, would constitute a
"parachute payment" under Code section 280G, all such payments may be reduced,
in the discretion of the Committee, to the largest amount that will avoid an
excise tax to the Participant under Code section 280G.


                     ARTICLE XIV - MISCELLANEOUS PROVISIONS

         14.1 Nothing in the Plan or any Award granted under the Plan shall
confer upon any Participant any right to continue in the employ of the Company,
or to serve as a director thereof, or interfere in any way with the right of the
Company to terminate his or her employment at any time. Unless agreed by the
Board, no Award granted under the Plan shall be deemed salary or compensation
for the purpose of computing benefits under any employee benefit plan or other
arrangement of the Company for the benefit of its employees. No Participant
shall have any claim to an Award until it is actually granted under the Plan. To
the extent that any person acquires a right to receive payments from the Company
under the Plan, such right shall, except as otherwise provided by the Committee,
be no greater than the right of an unsecured general creditor of the Company.
All payments to be made under the Plan shall be paid from the general funds of
the company, and no special or separate fund shall be established and no
segregation of assets shall be made to assure payment of such amounts, except as
provided in Article VIII with respect to Restricted Stock and except as
otherwise provided by the Committee.

         14.2 The Committee may make such provisions and take such steps as it
may deem necessary or appropriate for the withholding of any taxes which the
Company is required by any law or regulation of any governmental authority,
whether federal, state or local, domestic or foreign, to withhold in connection
with any Award or the exercise thereof, including, but not limited to,
withholding the payment of all or any portion of such Award or another Award
under this Plan until the Participant reimburses the Company for the amount the
Company is required to withhold with respect to such taxes, or canceling any
portion of such Award or another Award under this Plan in an amount sufficient
to reimburse itself for the amount it is required to so withhold, or selling any
property contingently credited by the Company for the purpose of paying such
Award or another Award under this Plan in order to withhold or reimburse itself
for the amount it is required to so withhold. The amount to be withheld shall
not exceed the statutory minimum federal and state income and employment tax
liability arising from the exercise transaction.

         14.3 The Plan and the grant of Awards shall be subject to all
applicable federal and state laws, rules, and regulations and to such approvals
by any United States government or regulatory agency as may be required.

         14.4 The terms of the Plan shall be binding upon the Company, and its
successors and assigns.

         14.5 The Plan is intended to constitute an "unfunded" plan for
incentive and deferred compensation. With respect to any payments not yet made
to a Participant by the Company, nothing contained herein shall give any such
Participant any rights that are greater than those of a general creditor of the
Company. In its sole discretion, the Committee may authorize the creation of
trusts or other


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<PAGE>

arrangements to meet the obligations created under the Plan to deliver shares of
Stock or payments in lieu of or with respect to Awards under the Plan; provided,
however, that, unless the Committee otherwise determines with the consent of the
affected Participant, the existence of such trusts or other arrangements is
consistent with the "unfunded" status of the Plan.

         14.6 Each Participant exercising an Award under the Plan agrees to give
the Committee prompt written notice of any election made by such Participant
under Code section 83(b) or any similar provision thereof.

         14.7 If any provision of this Plan or an Award Agreement is or becomes
or is deemed invalid, illegal or unenforceable in any jurisdiction, or would
disqualify the Plan or any Award Agreement under any law deemed applicable by
the Committee, such provision shall be construed or deemed amended to conform to
applicable laws or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the Plan or
the Award Agreement, it shall be stricken and the remainder of the Plan or the
Award Agreement shall remain in full force and effect.


         IN WITNESS WHEREOF, this Plan is executed this the day of September,
2002.

                                          SUMMUS, INC.(USA)


ATTEST:                                   By:  /s/ Gary E. Ban
                                               ------------------------------
                                                Name: Gary E. Ban
(Corporate Seal)                                Title:   Chief Operating Officer

/s/ Robert S. Lowrey
---------------------------------
Robert S. Lowrey
Assistant Corporate Secretary


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<PAGE>



                                   APPENDIX A

                                SUMMUS, INC.(USA)
               AMENDED AND RESTATED 2000 EQUITY COMPENSATION PLAN

                  PROVISIONS APPLICABLE TO CALIFORNIA RESIDENTS


Notwithstanding anything to the contrary specified elsewhere in the Plan, the
following provisions shall apply to any stock option granted under the Summus,
Inc.(USA) Amended and Restated 2000 Equity Compensation Plan (the "Plan") to a
resident of California:

o        The exercise price for an option granted to a California resident may
         not be less than 85% of the "fair value" (as defined by Rule 260.140.50
         under the California Code) of the Company's common stock at the time
         the option is granted. However, in the case of an option granted to a
         resident of California who owns stock possessing more than 10% of the
         total combined voting power of all classes of stock of the issuing
         corporation or its parent or subsidiary corporations at the time of
         grant, the exercise price shall be 110% of the "fair value."

o        The exercise period of a stock option granted to a California resident
         shall be no longer than 120 months from the date the option is granted.

o        An option granted to a California resident shall not be transferable,
         other than by will or the laws of descent and distribution.

o        An option granted to a California resident shall vest and become
         exercisable at the rate of at least 20% per year over 5 years from the
         date the option is granted, subject to reasonable conditions such as
         continued employment. However, in the case of an option granted to a
         California resident who is an officer, director, or consultant of the
         Company or any of its affiliates, the option may become fully
         exercisable, subject to reasonable conditions such as continued
         employment, at any time or during any period established by the
         Company.

o        Unless employment is terminated for cause as defined by applicable law,
         the terms of the stock option award agreement or a contract of
         employment, and in the event of termination of the optionee's
         employment (to the extent that the optionee is otherwise entitled to
         exercise on the date employment terminates) the right to exercise an
         option granted to a California resident must expire as follows:

o        At least 6 months from the date of termination if termination was
         caused by death or disability; or

o        At least 30 days from the date of termination if termination was caused
         not due to death or disability.

o        The plan shall terminate with respect to California residents on
         January 31, 2010.

o        The Plan shall be available to California residents only if the
         shareholders of the Company approve the plan within 12 months before or
         after the date the plan was adopted. Any option exercised by a
         California resident before such shareholder approval is obtained shall
         be rescinded if such shareholder approval is not obtained. Any such
         rescinded shares will not be counted in determining whether approval is
         obtained.

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<PAGE>

o        Each California resident who elects to participate in the Plan will be
         provided with a copy of the Company's financial statements annually.

o        At no time will the total number of shares of Company stock issuable
         under stock options granted under this Plan, under subscription
         agreements under any stock purchase plan maintained by the Company, and
         the total number of shares provided for under any stock bonus or
         similar plan of the Company exceed a number of shares which is equal to
         30% of the then outstanding shares of the issuer (convertible preferred
         shares are counted on an as if converted basis) as set forth in Rule
         260.140.45 under the California Code.

o        If an Option granted to a California resident provides the Company the
         right to repurchase securities upon the termination of employment, the
         repurchase price will be not less than the fair market value of the
         securities to be repurchased on the date of termination of employment,
         and the right to repurchase must be exercised for cash or cancellation
         of purchase money indebtedness within 90 days of termination of
         employment (or, in the case of securities issued upon exercise of
         options after the date of termination, within 90 days after the date of
         the exercise). The Company's repurchase right terminates when the
         Company's securities become publicly traded. In addition to the
         restrictions set forth above, the securities held by an officer,
         director or consultant of the issuer or an affiliate of the issuer may
         be subject to additional or greater restrictions.






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