EXHIBIT 10.31

                   TALK.COM INC. 2000 LONG TERM INCENTIVE PLAN

     1. Definitions. In this Plan, except where the context otherwise indicates,
the following definitions shall apply:

          1.1. "Agreement" means a written agreement implementing an Award.

          1.2.  "Award"  means a grant  of an  Option  or  Right  or an award of
     Restricted Stock or Incentive Shares.

          1.3. "Board" means the Board of Directors of the Company.

          1.4. "Code" means the Internal Revenue Code of 1986, as amended.

          1.5.  "Committee"  means a  committee  or  subcommittee  of the  Board
     appointed by the Board to administer this Plan and programs hereunder.  The
     Committee may, in its discretion,  appoint a subcommittee to administer the
     Plan with respect to specific Awards hereunder.

          1.6.  "Common Stock" means the common stock, par value $.01 per share,
     of the Company.

          1.7. "Company" means Talk.com Inc.

          1.8. "Date of Exercise"  means the date on which the Company  receives
     notice of the exercise of an Option in accordance with the terms of Section
     8.1.

          1.9.  "Date of  Grant"  means  the date on which an Option or Right is
     granted or  Restricted  Stock or  Incentive  Shares are awarded  under this
     Plan.

          1.10.  "Director"  means a member  of the  Board of  Directors  of the
     Company or any Subsidiary.

          1.11. "Employee" means any person determined by the Committee to be an
     employee of the Company or a  Subsidiary,  including an Employee  Director,
     consultant  or any  person  who has  been  hired to be an  employee  of the
     Company or a Subsidiary.

          1.12. "Employee Director" means a Director who is also an Employee.

          1.13.  "Exchange  Act" means the  Securities  Exchange Act of 1934, as
     amended.

          1.14. "Fair Market Value" means an amount equal to the last sale price
     for a Share on the Nasdaq National Market as reported by such source as the
     Committee may select,  or, if such price quotations of the Common Stock are
     not then  reported,  then the fair market value of a Share as

<PAGE>

determined  by the  Committee  pursuant to a reasonable  method  adopted in good
faith for such purpose.

          1.15. "Grantee" means an Employee or Director to whom Restricted Stock
     has been  awarded  pursuant  to  Section 9 or  Incentive  Shares  have been
     awarded pursuant to Section 10.

          1.16.  "Incentive  Shares" means an award providing for the contingent
     grant of Shares pursuant to the provisions of Section 10.

          1.17. "Incentive Stock Option" means an Option granted under this Plan
     that the Company  designates as an incentive stock option under Section 422
     of the Code in the Agreement granting the Option.

          1.18.  "Nonstatutory  Stock Option" means an Option granted under this
     Plan that is not an Incentive Stock Option.

          1.19.  "Option" means an option to purchase  Shares granted under this
     Plan in accordance with the terms of Section 6.

          1.20.  "Option  Period" means the period during which an Option may be
     exercised.

          1.21.  "Option Price" means the price per Share at which an Option may
     be exercised.  Subject to the terms of the Plan,  the Option Price shall be
     determined by the Committee;  provided, however, that in no event shall the
     Option Price be less than the greater of 25% of the Fair Market Value as of
     the Date of Grant or the par value of the Common Stock.

          1.22.  "Optionee" means a Director,  Employee, or Employee Director to
     whom an Option or Right has been granted.

          1.23.  "Performance  Goals" means performance goals established by the
     Committee, which may be based on earnings or earnings growth, sales, return
     on  assets,  equity  or  investment,  regulatory  compliance,  satisfactory
     internal or external audits, improvement of financial ratings,  achievement
     of balance sheet or income  statement  objectives,  or any other  objective
     goals  established by the Committee,  and may be absolute in their terms or
     measured  against  or  in  relationship  to  other  companies   comparably,
     similarly  or  otherwise  situated.   Such  performance  standards  may  be
     particular to an employee or the  department,  branch,  Subsidiary or other
     division in which he or she works,  or may be based on the  performance  of
     the Company generally, and may cover such period as may be specified by the
     Committee.

          1.24. "Plan" means the Talk.com Inc. 2000 Long Term Incentive Plan, as
     amended from time to time.


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          1.25.  "Related  Option" means the Option in connection with which, or
     by amendment to which, a specified Right is granted.

          1.26.  "Related Right" means the Right granted in connection  with, or
     by amendment to, a specified Option.

          1.27.  "Restricted Stock" means Shares awarded under the Plan pursuant
     to the provisions of Section 9.

          1.28.  "Right" means a stock appreciation right granted under the Plan
     in accordance with the terms of Section 7.

          1.29.  "Right  Period"  means the period  during  which a Right may be
     exercised.

          1.30. "Share" means a share of Common Stock.

          1.31.  "Subsidiary"  means a  corporation  at least  50% of the  total
     combined  voting  power  of all  classes  of stock of which is owned by the
     Company, either directly or through one or more other Subsidiaries.

          1.32.  "Ten-Percent  Stockholder"  means an Optionee who (applying the
     rules of Section 424(d) of the Code) owns stock possessing more than 10% of
     the total combined voting power of all classes of stock of the Company or a
     Subsidiary.

     2.  Purpose.   This  Plan  is  intended  to  assist  the  Company  and  its
Subsidiaries  in  attracting  and  retaining  Directors,  Employees and Employee
Directors  of  outstanding  ability and to promote the  identification  of their
interests with those of the stockholders of the Company.

     3. Administration.  The Committee shall administer this Plan and shall have
plenary authority, in its discretion, to award Options, Rights, Restricted Stock
and Incentive Shares to Directors,  Employees and Employee Directors, subject to
the  provisions  of this Plan.  The Committee  shall have plenary  authority and
discretion,  subject to the provisions of this Plan, to determine the Directors,
Employees  or Employee  Directors to whom Options or Rights shall be granted and
to whom Restricted Stock or Incentive Shares shall be awarded,  the terms (which
terms need not be identical) of all Awards to Directors,  Employees and Employee
Directors, including without limitation the Option Price of Options, the time or
times at which Awards are made, the number of Shares covered by Awards,  whether
an Option shall be an Incentive Stock Option or a Nonstatutory Stock Option, any
exceptions to  non-transferability,  any Performance Goals applicable to Awards,
any provisions relating to vesting, any circumstances in which the Options would
terminate,  the period during which Options and Rights may be exercised, and the
period during which Restricted Stock shall be subject to restrictions. In making
these  determinations,  the  Committee  may take into  account the nature of the
services rendered or to be rendered by the Award  recipients,  their present and
potential contributions to the success of the Company and its


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<PAGE>

Subsidiaries,  and such other factors as the Committee in its  discretion  shall
deem relevant.  Subject to the provisions of this Plan, the Committee shall have
plenary authority to interpret this Plan, prescribe, amend and rescind rules and
regulations relating to it, and make all other  determinations  deemed necessary
or advisable for the  administration  of this Plan.  The  determinations  of the
Committee  on the  matters  referred  to in this  Section 3 shall be binding and
final.

     4. Eligibility.  Options, Rights, Restricted Stock and Incentive Shares may
be granted or awarded only to Employees and Directors,  provided,  however, that
Directors,  other than Employee  Directors,  may not be granted  Incentive Stock
Options.  A  Director,  Employee or Employee  Director  who has been  granted an
Option or Right or awarded  Restricted  Stock or Incentive Shares may be granted
additional  Options and Rights or awarded  additional shares of Restricted Stock
or Incentive Shares.

     5. Stock Subject to Plan.

           5.1. Subject to adjustment as provided in Section 11, (a) the maximum
number of Shares that may be issued under this Plan is 5,000,000 Shares, and (b)
the  maximum  number of Shares  with  respect to which an  Employee  may receive
Awards under this Plan during its term is 750,000.

           5.2.  If an Option or Right  expires  or  terminates  for any  reason
(other than termination by virtue of the exercise of a Related Option or Related
Right,  as the case may be) without  having been fully  exercised,  if Shares of
Restricted  Stock are forfeited or if Shares covered by an Incentive Share Award
are not issued or are forfeited, the unissued or forfeited Shares which had been
subject to the Award shall become available for the grant of additional Awards.

           5.3.  Upon  exercise of a Right  (regardless  of whether the Right is
settled in cash or Shares), the number of Shares with respect to which the Right
is exercised  shall be charged  against the number of Shares  issuable under the
Plan and shall not become available for the grant of other Awards.

      6.   Options.

           6.1. Options  granted  under  this  Plan to Employees shall be either
Incentive  Stock Options or  Nonstatutory  Stock  Options,  as designated by the
Committee.  Each  Option  granted  under this Plan  shall be clearly  identified
either as a Nonstatutory  Stock Option or an Incentive Stock Option and shall be
evidenced by an Agreement  that specifies the terms and conditions of the grant.
Options shall be subject to the terms and conditions set forth in this Section 6
and such  other  terms and  conditions  not  inconsistent  with this Plan as the
Committee may specify.

           6.2.  The Option  Period shall be  determined  by the  Committee  and
specifically set forth in the Agreement; provided, however, that an Option shall
not be exercisable after ten years


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(five years in the case of an Incentive  Stock Option  granted to a  Ten-Percent
Stockholder) from its Date of Grant.

           6.3. The Committee,  in its  discretion,  may provide in an Agreement
for the right of the  Optionee  to  surrender  to the  Company  an Option  (or a
portion thereof) that has become exercisable and to receive upon such surrender,
without any payment to the Company (other than required tax withholding amounts)
that number of Shares  (equal to the highest  whole number of Shares)  having an
aggregate fair market value as of the date of surrender  equal to that number of
Shares subject to the Option (or portion thereof) being  surrendered  multiplied
by an amount  equal to the  excess of (i) the Fair  Market  Value on the date of
surrender  over (ii) the Option Price,  plus an amount of cash equal to the fair
market value of any fractional Share to which the Optionee would be entitled but
for the  parenthetical  above  relating  to whole  number  of  Shares.  Any such
surrender shall be treated as the exercise of the Option (or portion thereof).

      7.   Rights.

           7.1. Rights granted under the Plan shall be evidenced by an Agreement
     specifying the terms and conditions of the grant.

           7.2.  A Right may be granted under the Plan:

               (a) in connection  with, and at the same time as, the grant of an
          Option under the Plan;

               (b) by amendment of an outstanding Option granted under the Plan;
          or

               (c) independently of any Option granted under the Plan.

           7.3.  A Right granted under  Section  7.2(a) or  Section   7.2(b)  of
     this Plan is a Related Right.  A  Related  Right  may, in  the  Board's  or
     Committee's  discretion,   apply   to  all  or any  portion  of the  Shares
     subject  to the Related Option.

           7.4.  A Right may be  exercised  in whole or in part as  provided  in
     the  applicable  Agreement,  and,  subject  to  the terms of the Agreement,
     entitles  an  Optionee  to  receive,  without  payment to the Company  (but
     subject to required tax withholding),  either cash or that number of Shares
     (equal to the highest whole number of Shares), or a combination thereof, in
     an  amount  or  having a fair  market  value  determined  as of the Date of
     Exercise  not to exceed the number of Shares  subject to the portion of the
     Right exercised multiplied by an amount equal to the excess of (i) the Fair
     Market  Value on the Date of Exercise of the Right over (ii) either (A) the
     Fair Market  Value on the Date of Grant of the Right if it is not a Related
     Right,  or (B) the Option  Price as provided  in the Related  Option if the
     Right is a Related Right.


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<PAGE>

           7.5.  The Right  Period  shall be  determined  by the  Committee  and
     specifically  set  forth  in  the  Agreement,   subject  to  the  following
     conditions:

               (a) a Right  will  expire no later  than the  earlier  of (1) ten
          years from the Date of Grant,  or (2) in the case of a Related  Right,
          the expiration of the Related Option;

               (b) a Right may be  exercised  only when the Fair Market Value on
          the Date of Exercise  exceeds  either (1) the Fair Market Value on the
          Date of Grant of the  Right if it is not a Related  Right,  or (2) the
          Option  Price of the Related  Option if the Right is a Related  Right;
          and

               (c) a Right that is a Related Right to an Incentive  Stock Option
          may be  exercised  only when and to the extent the  Related  Option is
          exercisable.

           7.6.  The  exercise,  in  whole  or in part, of a Related Right shall
     cause a reduction  in the number of Shares  subject to the  Related  Option
     equal to the number of Shares with  respect to which the  Related  Right is
     exercised.  Similarly,  the  exercise,  in whole or in part,  of a  Related
     Option  shall  cause a  reduction  in the  number of Shares  subject to the
     Related  Right  equal to the  number of Shares  with  respect  to which the
     Related Option is exercised.

      8.   Exercise of Options and Rights.

           8.1.  An Option or Right may, subject to the terms of the  applicable
     Agreement  under which it was granted,  be exercised in whole or in part by
     the delivery to the Company of written notice of the exercise, in such form
     as the Committee may prescribe,  accompanied,  in the case of an Option, by
     (a) a full  payment  for the  Shares  with  respect  to which the Option is
     exercised or (b) irrevocable  instructions to a broker to deliver  promptly
     to the  Company  cash equal to the  exercise  price of the  option.  To the
     extent provided in the applicable Option Agreement,  payment may be made in
     whole or in part by delivery  (including  constructive  delivery) of Shares
     valued at Fair  Market  Value on the Date of  Exercise  or by delivery of a
     promissory note as provided in Section 8.2 hereof.

           8.2.  To  the  extent  provided in  an  Agreement  and  permitted  by
     applicable  law, the Committee may accept as partial  payment of the Option
     Price a  promissory  note  executed by the Optionee  evidencing  his or her
     obligation  to make  future cash  payment  thereof.  Promissory  notes made
     pursuant  to this  Section  8.2 shall be payable  upon such terms as may be
     determined  by the  Committee,  shall be  secured by a pledge of the Shares
     received upon exercise of the Option, or other securities the Committee may
     deem to be acceptable for such purposes,  and shall bear interest at a rate
     fixed by the Committee.

           8.3. Options and Rights made under this Plan shall be transferable by
     will,  the  laws  of  descent  and  distribution,  and as  provided  by the
     Committee in an Agreement.


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<PAGE>

      9.   Restricted Stock Awards.

           9.1.  Restricted Stock awards under this Plan shall consist of Shares
     that are restricted against transfer, subject to forfeiture, and subject to
     such other terms and conditions as may be determined by the Committee. Such
     terms and conditions may provide,  in the discretion of the Committee,  for
     the lapse of forfeiture and transfer restrictions to be contingent upon the
     achievement of one or more specified Performance Goals.

           9.2.  Restricted Stock  awards  under this Plan shall be evidenced by
     Agreements specifying the terms and conditions of the Award. Each Agreement
     evidencing an Award of Restricted Stock shall contain the following:

               (a)  prohibitions   against  the  sale,   assignment,   transfer,
          exchange,  pledge,  hypothecation,  or  other  encumbrance  of (i) the
          Shares awarded as Restricted  Stock under this Plan, (ii) the right to
          vote the Shares, and (iii) the right to receive dividends thereon,  in
          each case  during the  restriction  period  applicable  to the Shares;
          provided, however, that the Grantee shall have all the other rights of
          a  stockholder  including  without  limitation  the  right to  receive
          dividends and the right to vote the Shares;

               (b) a requirement  that each certificate  representing  Shares of
          Restricted Stock shall be deposited with the Company, or its designee,
          and shall bear the following legend:

               "This certificate and the shares of stock represented  hereby are
               subject  to the  terms  and  conditions  (including  the risks of
               forfeiture and restrictions  against  transfer)  contained in the
               Talk.com Inc.  2000 Long Term  Incentive  Plan,  and an Agreement
               entered  into  between the  registered  owner and  Talk.com  Inc.
               Release  from  such  terms and  conditions  shall be made only in
               accordance with the provisions of this Plan and the Agreement,  a
               copy of each of which is on file in the  office of the  Secretary
               of Talk.com Inc."; and

               (c)  the  terms  and  conditions  upon  which  any   restrictions
          applicable  to  Shares  of  Restricted   Stock  shall  lapse  and  new
          certificates  free of the  foregoing  legend  shall be  issued  to the
          Grantee or his or her legal representative.

          9.3. The Committee may include in any  Agreement  awarding  Restricted
     Stock a  requirement  that,  in the  event of a  Grantee's  termination  of
     employment for any reason prior to the lapse of restrictions, all Shares of
     Restricted  Stock shall be forfeited by the Grantee to the Company  without
     payment of any consideration by the Company and neither the Grantee nor any
     successors, heirs, assigns or personal representatives of the Grantee shall
     thereafter   have  any  further   rights  or  interest  in  the  Shares  or
     certificates.


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<PAGE>

      10. Incentive Share Awards. Incentive Shares awarded under this Plan shall
be evidenced by an Agreement  specifying the terms and conditions of such Award.
Incentive  Share Awards shall provide for the issuance of Shares to a Grantee at
such times and subject to such terms and conditions as the Committee  shall deem
appropriate,  including without  limitation terms that condition the issuance of
Shares upon the achievement of Performance Goals.

      11.  Capital  Adjustments.  In the event of any change in the  outstanding
Common  Stock by  reason  of any  stock  dividend,  split-up,  recapitalization,
reclassification,  combination or exchange of shares,  merger,  consolidation or
liquidation  and the like, the Committee may, in its  discretion,  provide for a
substitution  for or adjustment in (i) the number and class of Shares subject to
outstanding Options,  Rights and Awards of Restricted Stock or Incentive Shares,
(ii) the Option  Price of Options and the base price upon which  payments  under
Rights  that are not  Related  Rights are  determined,  and (iii) the  aggregate
number and class of Shares for which  Awards  thereafter  may be made under this
Plan and to individual Award recipients.

      12. Termination or Amendment. The Board may amend, alter or terminate this
Plan in any respect at any time;  provided,  however,  that, after this Plan has
been approved by the  stockholders of the Company,  no amendment,  alteration or
termination of this Plan shall be made by the Board without  approval of (i) the
Company's  stockholders to the extent  stockholder  approval of the amendment is
required by applicable law or regulations or the  requirements  of the principal
exchange or interdealer  quotation system on which the Common Stock is listed or
quoted,  and  (ii)  each  affected  Optionee  and  Grantee  if  such  amendment,
alteration  or  termination   would  adversely  affect  his  or  her  rights  or
obligations under any Award made prior to the date of such amendment, alteration
or termination.

      13.  Modification, Extension, Renewal, Substitution.

          13.1.  Subject to the terms and conditions of this Plan, the Committee
     may modify,  extend or renew outstanding  Options and Rights, or accept the
     surrender  of  outstanding  Options and Rights  granted  under this Plan or
     options and stock  appreciation  rights granted under any other plan of the
     Company or a  Subsidiary  (to the extent not  theretofore  exercised),  and
     authorize  the granting of new Options and Rights  pursuant to this Plan in
     substitution  therefor.  Any  substituted  Options or Rights may  specify a
     lower exercise price than the  surrendered  options and stock  appreciation
     rights, a longer term than the surrendered  options and stock  appreciation
     rights,  or have any other  provisions  that are  authorized  by this Plan.
     Subject to the terms and  conditions of this Plan, the Committee may modify
     the  terms of any  outstanding  Awards  of  Restricted  Stock or  Incentive
     Shares. Notwithstanding the foregoing, however, no modification of an Award
     shall, without the consent of the Optionee or Grantee,  alter or impair any
     of the Optionee's or Grantee's rights or obligations under such Award.

          13.2.  Anything  contained  herein  to the  contrary  notwithstanding,
     Options  and  Rights,  Restricted  Stock and  Incentive  Shares may, at the
     discretion of the Committee, be granted under this Plan in substitution for
     options to purchase shares of capital stock of another corporation which is


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merged into,  consolidated with, or all or a substantial portion of the property
or stock of which is acquired  by, the Company or one of its  Subsidiaries.  The
terms and conditions of the substitute  Options,  Rights,  Restricted  Stock and
Incentive  Shares so granted may vary from the terms and conditions set forth in
this  Plan to such  extent as the  Committee  may deem  appropriate  in order to
conform,  in whole or part, to the provisions of the Awards in substitution  for
which they are granted.  Such substitute  Awards granted  hereunder shall not be
counted toward the 750,000 Share limit imposed by the second sentence of Section
5.1,  except to the extent it is determined by the Committee  that counting such
Awards is  required in order for Awards  hereunder  to be eligible to qualify as
"performance-based  compensation"  within the  meaning of Section  162(m) of the
Code.

      14.  Effectiveness  of this  Plan.  This  Plan and any  amendments  hereto
requiring stockholder approval pursuant to Section 12 are subject to approval by
vote of the stockholders of the Company at the next annual or special meeting of
stockholders  following  adoption  by the  Board.  Subject  to such  stockholder
approval, this Plan and any amendments hereto are effective on the date on which
they are  adopted  by the Board,  except as  otherwise  specified  by the Board.
Options, Rights, Restricted Stock and Incentive Shares may be granted or awarded
prior to  stockholder  approval  of this Plan or any  amendments,  but each such
Award after the effective  date of this Plan shall be subject to the approval by
the stockholders of this Plan. The date on which any Option,  Right,  Restricted
Stock or Incentive  Shares granted or awarded prior to  stockholder  approval of
this Plan shall be the Date of Grant for all  purposes as if the Option,  Right,
Restricted Stock or Incentive  Shares had not been subject to approval;  no such
Option,  Right,  Restricted  Stock or Incentive Shares may be exercised prior to
such stockholder  approval,  and any such Option shall be void ab initio if such
stockholder approval is not obtained.

      15.  Withholding.  The Company's  obligation to deliver  Shares or pay any
amount  pursuant  to the  terms  of any  Award  hereunder  shall be  subject  to
satisfaction   of   applicable   federal,   state  and  local  tax   withholding
requirements.  To  the  extent  provided  in  the  applicable  Agreement  and in
accordance  with rules  prescribed by the Committee,  an Optionee or Grantee may
satisfy any such  withholding tax obligation by any of the following means or by
a combination of such means: (i) tendering a cash payment,  (ii) authorizing the
Company to withhold  Shares  otherwise  issuable to the Optionee or Grantee,  or
(iii) delivering to the Company already-owned and unencumbered Shares.

      16. Term of this Plan.  Unless sooner  terminated by the Board pursuant to
Section 11, this Plan shall terminate on December 30, 2008, and no Awards may be
made after such date. The termination of this Plan shall not affect the validity
of any Award outstanding on the date of termination.

     17.  Indemnification  of  Committee.  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 all
reasonable expenses, including attorneys' fees, actually and reasonably 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 this
Plan or any Option, Right, Restricted


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<PAGE>

Stock or Incentive Shares granted or awarded hereunder,  and against all amounts
reasonably paid by them in settlement thereof or paid by them in satisfaction of
a judgment in any such action, suit or proceeding, if such members acted in good
faith and in a manner which they believed to be in, and not opposed to, the best
interests of the Company.

     18. General Provisions.

         18.1.  The  establishment  of  this  Plan  shall  not  confer  upon any
     Director,  Employee  or  Employee  Director  any legal or  equitable  right
     against the Company,  any Subsidiary or the Committee,  except as expressly
     provided in this Plan.

         18.2.  This Plan does not constitute  inducement or  consideration  for
     the  employment  of any Employee or the service of any Director or Employee
     Director,  nor is it a contract  between the Company or any  Subsidiary and
     any Director,  Employee or Employee  Director.  Participation  in this Plan
     shall not give a Director,  Employee or Employee  Director  any right to be
     retained in the service of the Company or any Subsidiary.

          18.3.  Neither  the  adoption of this Plan nor its  submission  to the
     stockholders  shall be taken to impose any limitations on the powers of the
     Company or its Subsidiaries to issue,  grant, or assume options,  warrants,
     rights,  or restricted  stock,  otherwise than under this Plan, or to adopt
     other stock option or restricted  stock plans or to impose any  requirement
     of stockholder approval upon the same.

          18.4.  The  interests of any Director,  Employee or Employee  Director
     under this Plan are not subject to the claims of creditors  and may not, in
     any way, be  assigned,  alienated  or  encumbered  except as provided in an
     Agreement.

          18.5.  This Plan shall be  governed,  construed  and  administered  in
     accordance with the laws of the State of Delaware.

          18.6. The Committee may require each person  acquiring Shares pursuant
     to Awards  hereunder  to represent to and agree with the Company in writing
     that such person is  acquiring  the Shares  without a view to  distribution
     thereof.  The certificates for such Shares may include any legend which the
     Committee deems  appropriate to reflect any  restrictions on transfer.  All
     certificates  for Shares  issued  pursuant to this Plan shall be subject to
     such stock 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
     Common Stock is then listed or interdealer  quotation system upon which the
     Common Stock is then quoted, and any applicable federal or state securities
     laws. The Committee may place a legend or legends on any such  certificates
     to make appropriate reference to such restrictions.

         18.7.   The Company shall not be required to issue any  certificate  or
     certificates  for Shares with respect to Awards under this Plan,  or record
     any person as a holder of record of such


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Shares,  without obtaining,  to the complete satisfaction of the Committee,  the
approval of all regulatory bodies deemed necessary by the Committee, and without
complying to the Board's or Committee's  complete  satisfaction,  with all rules
and  regulations,  under  federal,  state or local law deemed  applicable by the
Committee.


























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