TRAVELNOW.COM INC.


                        2000 OMNIBUS STOCK INCENTIVE PLAN


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                              TABLE OF CONTENTS
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ARTICLE I PURPOSE.............................................................1
         Section 1.1   Purpose................................................1
         Section 1.2   Establishment..........................................1

ARTICLE II DEFINITIONS........................................................1

ARTICLE III ADMINISTRATION....................................................4
         Section 3.1   Administration by Committee............................4
         Section 3.2   Committee to Make Rules and Interpret Plan.............5
         Section 3.3   Committee Members Ineligible...........................5

ARTICLE IV
         GRANT OF AWARDS; SHARES
         SUBJECT TO THE PLAN..................................................5
         Section 4.1   Committee to Grant Awards..............................5
         Section 4.2   Six-Month Holding Period...............................6

ARTICLE V ELIGIBILITY.........................................................6
         Section 5.1   Eligible Persons.......................................6

ARTICLE VI STOCK OPTIONS......................................................7
         Section 6.1   Grant of Options.......................................7
         Section 6.2   Conditions of Options..................................7
         Section 6.3   Options to Non-Employee Directors......................8

ARTICLE VII STOCK APPRECIATION RIGHTS.........................................9
         Section 7.1   Grant of SARs..........................................9
         Section 7.2   Terms and Conditions of Tandem SARs...................10
         Section 7.3   Terms and Conditions of Freestanding SARs.............10
         Section 7.4   Deemed Exercise.......................................10
         Section 7.5   Additional Terms and Conditions.......................10
         Section 7.6   Exercise of SARs......................................10

ARTICLE VIII PERFORMANCE SHARE AWARD.........................................11
         Section 8.1   Grant of Performance Share Awards.....................11
         Section 8.2   Conditions of Performance Share Awards................11

ARTICLE IX RESTRICTED STOCK AWARDS...........................................12
         Section 9.1   Grant of Restricted Stock Awards......................12
         Section 9.2   Conditions of Restricted Stock Awards.................12


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ARTICLE X CASH BONUS.........................................................13
         Section 10.1  Grant of Cash Bonus...................................13
         Section 10.2  Conditions of Cash Bonus..............................13

ARTICLE XI OTHER INCENTIVE AWARDS............................................14
         Section 11.1  Grant of Other Incentive Awards.......................14
         Section 11.2  Conditions of Other Incentive Awards..................14

ARTICLE XII NON-EMPLOYEE DIRECTOR AWARDS.....................................14

ARTICLE XIII STOCK ADJUSTMENTS...............................................14
         Section 13.1  Adjustment of Shares Available; Recapitalization......14

ARTICLE XIV GENERAL..........................................................15
         Section 14.1  Amendment or Termination of Plan......................15
         Section 14.2  Dividends and Dividend Equivalents....................15
         Section 14.3  Termination of Employment.............................16
         Section 14.4  Nonassignability......................................16
         Section 14.5  Withholding Taxes.....................................16
         Section 14.6  Change of Control.....................................17
         Section 14.7  Forfeiture............................................17
         Section 14.8  Amendments to Awards..................................17
         Section 14.9  Regulatory Approval and Listings......................17
         Section 14.10 Right to Continued Employment.........................17
         Section 14.11 Beneficiaries.........................................18
         Section 14.12 Indemnification.......................................18
         Section 14.13 Reliance on Reports...................................18
         Section 14.14 Relationship to Other Benefits........................18
         Section 14.15 Expenses..............................................19
         Section 14.16 Construction..........................................19
         Section 14.17 Governing Law.........................................19
         Section 14.18 Rule 16b-3 Compliance.................................19
         Section 14.19 Nonexlusivity of the Plan.............................19


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                                    ARTICLE I
                                     PURPOSE
                                     -------

     Section 1.1 Purpose. TravelNow.com Inc. 2000 Omnibus Stock Incentive Plan
(the "Plan") is intended as an incentive and to encourage stock ownership by
certain employees and other persons associated with TravelNow.com Inc., a
Florida corporation (the "Corporation"), so that they may acquire or increase
their proprietary interest in the success of the Corporation, and to encourage
them to remain in the employ of, or continue their relationship with, the
Corporation. In addition, the Plan is intended to enable the Corporation to
retain and attract personnel of the highest caliber who by their position,
ability and diligence are able to make important contributions to the
Corporation's success.

     A further purpose of the Plan is to provide such persons with additional
incentive and reward opportunities designed to enhance the profitable growth of
the Corporation. So that the appropriate incentive can be provided, the Plan
provides for granting "Options", "Stock Appreciation Rights", "Restricted Stock
Awards", "Cash Bonus Awards", "Performance Share Awards", and/or "Other
Incentive Awards" (all preceding terms defined below) to employees of and
certain other persons associated with the Corporation and its Subsidiaries on
the terms and subject to the conditions set forth in the Plan.

     Section 1.2 Establishment. The Plan is effective as of May 3, 2000 (the
"Effective Date"), and subject to the provisions of Section 13.1, "Awards" (term
defined below) may be made as provided herein for a period of 10 years after
such date.

     The Plan shall be approved by the holders of a majority of the outstanding
shares of "Common Stock" (term defined below), which approval must occur within
the period ending twelve months after the date the Plan is adopted by the
"Board" (term defined below). Pending such approval by the shareholders, Awards
under the Plan may be granted to persons who are, or within the preceding six
months have been, "Insider Participants" (term defined below), but no such
Awards may be exercised or transferred prior to receipt of shareholder approval.
In the event shareholder approval is not obtained within such 12-month period,
all such Awards shall be void.

     The Plan shall continue in effect until all matters relating to the payment
of Awards and administration of the Plan have been settled.


                                   ARTICLE II
                                   DEFINITIONS
                                   -----------

     Section 2.1 "Cash Bonus" means an Award granted under Article X of the
Plan.

     Section 2.2 "Award" means, individually, collectively or in tandem, any
Option, Stock Appreciation Right, Restricted Stock Award, Performance Share
Award, Cash Bonus, or Other Incentive Award granted under the Plan to an
Eligible Person by the Committee pursuant to such terms, conditions,
restrictions, and/or limitations, if any, as the Committee may establish by the
Award Notice or otherwise.

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     Section 2.3 "Award Notice" means any written instrument that establishes
the terms, conditions, restrictions, and/or limitations applicable to an Award
in addition to those established by this Plan and by the Committee's exercise of
its administrative powers.

     Section 2.4 "Board" means the Board of Directors of the Corporation.

     Section 2.5 "Change of Control Event" means each of the following:

          (a) A change in shareholder ownership of the Corporation, whereby a
     person or company, or a group of affiliated persons or companies, acquires
     from a person or company, other than the Corporation, a sufficiently large
     block of Common Stock, which, when voted together with the shares of Common
     Stock of all other shareholders of the Corporation whose proxies or written
     consents are solicited by such person, company or group without the benefit
     of a management-supported proxy statement at any meeting of the
     shareholders of the Corporation, would enable such person or company or
     group of affiliated persons or companies to elect a majority of the members
     of the Board; provided, however, that such a change in shareholder
     ownership of the Corporation shall not be deemed to be a Change of Control
     Event if, prior to such change in shareholder ownership, such person or
     company or group of affiliated persons or companies owned a sufficiently
     large block of Common Stock that when voted together with the shares of
     Common Stock of all other shareholders of the Corporation whose proxies or
     written consents are solicited by such person, company or group without the
     benefit of a management-supported proxy statement at any meeting of the
     shareholders of the Corporation, would enable such person or company or
     group of affiliated persons or companies to elect a majority of the members
     of the Board;

          (b) A merger or consolidation of the Corporation with and into another
     company, other than with or into a wholly-owned Subsidiary of the
     Corporation, where the Corporation is not the surviving company; or the
     Corporation is the surviving company and the members of the Board
     immediately prior to the merger or consolidation do not constitute a
     majority of the Board of the surviving company after the merger or
     consolidation;

          (c) The sale of all or substantially all of the assets of the
     Corporation; or

          (d) Any other kind of a corporate reorganization or takeover where the
     Corporation is not the surviving company; or the Corporation is the
     surviving company and the members of the Board immediately prior to the
     reorganization do not constitute a majority of the Board of Directors of
     the surviving company.

          Notwithstanding the above, any increase in shares of Common Stock of
     the Corporation owned by the Corporation, or any wholly-owned subsidiary
     thereof, shall not constitute a Change of Control Event. With respect to
     the events described in subparagraphs (b), (c) and (d) above, the Change of
     Control Event shall be deemed to occur on the later of the transaction
     described in such subparagraph or a shareholder vote approving such a
     transaction.

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     Section 2.6 "Code" means the Internal Revenue Code of 1986. Reference in
the Plan to any section of the Code shall be deemed to include any amendments or
successor provisions to such section and any regulations under such section.

     Section 2.7 "Committee" means the Compensation Committee of the Board, or
such other committee designated by the Board, authorized to administer the Plan
under Article III hereof. The Committee shall consist of not less than two
members, each of whom is, a "Non-Employee Director" within the meaning of Rule
16b-3 promulgated under Section 16 of the Exchange Act (defined below) and an
"outside director" within the meaning of Code Section 162(m) and the regulations
promulgated thereunder.

     Section 2.8 "Common Stock" means the common stock, par value $.01 per
share, of the Corporation, and after substitution such other stock as shall be
substituted therefor as provided in Article XII.

     Section 2.9 "Date of Grant" means the date on which the granting of an
Award is authorized by the Committee or such later date as may be specified by
the Committee in such authorization.

     Section 2.10 "Director Options" means non-qualified Options awarded under
Section 6.3.

     Section 2.11 "Eligible Person" means any employee of the Corporation, any
employee of any Subsidiary or affiliate of the Corporation, any consultant or
independent contractor to the Corporation or any Subsidiary or affiliate of the
Corporation, or any individual who satisfies the requirements of Section 6.3 or
Article XII.

     Section 2.12 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

     Section 2.13 "Fair Market Value" means (a) during any such time as the
Common Stock is not listed upon an established stock exchange or the Nasdaq
National or SmallCap Markets, the fair market value dollar amount per share
determined by the Board, in good faith; or (b) during such time as the Common
Stock is listed upon an established stock exchange or exchanges or the Nasdaq
National or SmallCap Markets, the reported closing price, or in the case of a
listing on the Nasdaq SmallCap Market the reported last price, of the Common
Stock on such stock exchange or exchanges or markets on the day for which such
value is to be determined, or if no sale of the Common Stock shall have been
made on any stock exchange or the Nasdaq National or SmallCap Markets that day,
on the next succeeding day on which there was a sale of such Common Stock.

     Section 2.14 "Incentive Stock Option" means an Option within the meaning of
Section 422 of the Code.

     Section 2.15 "Non-Employee Director" shall have the meaning designated
under Rule 16b-3(b)(3)(i) of the Exchange Act.

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     Section 2.16 "Insider Participant" means a Participant who is, or within
the preceding six months was, subject to the provisions of Section 16 of the
Exchange Act.

     Section 2.17 "Other Incentive Award" means an Award granted under Article
XI of the Plan.

     Section 2.18 "Option" means an Award granted under Article VI of the Plan
and includes both non-qualified options and Incentive Stock Options.

     Section 2.19 "Participant" means an Eligible Person of the Corporation or a
Subsidiary to whom an Award has been granted by the Committee under the Plan.

     Section 2.20 "Performance Share Award" means an Award granted under Article
VIII of the Plan.

     Section 2.21 "Plan" means TravelNow.com Inc. 2000 Omnibus Stock Incentive
Plan.

     Section 2.22 "Restricted Stock Award" means an Award granted under Article
IX of the Plan.

     Section 2.23 "Stock Appreciation Right" or "SAR" means an Award granted
under Article VII of the Plan.

     Section 2.24 "Subsidiary" means any corporation of which a majority of the
outstanding voting stock or voting power is beneficially owned directly or
indirectly by the Corporation.


                                   ARTICLE III
                                 ADMINISTRATION
                                 --------------

     Section 3.1 Administration by Committee. The Committee shall administer the
Plan. Unless otherwise provided in the by-laws of the Corporation or the
resolutions adopted from time to time by the Board establishing the Committee,
the Board may from time to time remove members from, or add members to, the
Committee. Vacancies on the Committee, howsoever caused, shall be filled by the
Board. The Committee shall select one of its members as Chairman, and shall hold
meetings at such times and places as it may determine. A majority of the
Committee shall constitute a quorum and the acts of a majority of the members
present at any meeting at which a quorum is present or acts reduced to or
approved in writing by a majority of the members of the Committee shall be the
valid acts of the Committee.

     Subject to the provisions of the Plan, the Committee shall have exclusive
power to:

          (a) Select the Eligible Persons to participate in the Plan.

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          (b) Determine the time or times when Awards will be made.

          (c) Determine the form of an Award, whether a Stock Option, an SAR, a
     Restricted Stock Award, a Performance Share Award, a Cash Bonus, or Other
     Incentive Award established by the Committee in accordance with Article XI
     below, the number of shares of Common Stock subject to the Award or with
     reference to which the Award is determined, all the terms, conditions
     (including performance requirements), restrictions and/or limitations, if
     any, of an Award, including the exercise price, if applicable, the time and
     conditions of exercise or vesting, and the terms of any Award Notice, which
     may include the waiver or amendment of prior terms and conditions or
     acceleration or early vesting or payment of an Award under certain
     circumstances determined by the Committee.

          (d) Determine whether Awards will be granted singly, in combination or
     in tandem.

          (e) Grant waivers of Plan terms, conditions, restrictions, and
     limitations.

          (f) Accelerate the vesting, exercise, or payment of an Award or the
     performance period of an Award when such action or actions would be in the
     best interest of the Corporation.

          (g) Correct any defect or supply appropriate text for any omission or
     reconcile any inconsistency in the Plan and to construe and interpret the
     Plan and any Award, rules and regulations, Award Notice, or other
     instrument hereunder.

          (h) Take any and all other action it deems necessary or advisable for
     the proper operation or administration of the Plan.

     Section 3.2 Committee to Make Rules and Interpret Plan. The Committee shall
have the authority, subject to the provisions of the Plan, to establish, adopt,
or revise such rules and regulations and to make all such determinations
relating to the Plan as it may deem necessary or advisable for the
administration of the Plan. The Committee's interpretation of the Plan or any
Awards granted pursuant thereto and all decisions and determinations by the
Committee with respect to the Plan shall be final, binding, and conclusive on
all parties unless otherwise determined by the Board.

     Section 3.3 Committee Members Ineligible. No Committee member shall be
eligible to participate in the Plan except to the extent set forth in Section
6.3 and Article XII.

                                   ARTICLE IV
                             GRANT OF AWARDS; SHARES
                               SUBJECT TO THE PLAN
                               -------------------

     Section 4.1 Committee to Grant Awards. The Committee may, from time to
time, grant Awards to one or more Eligible Persons, provided, however, that:

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          (a) Subject to Article XIII, the aggregate number of shares of Common
     Stock made subject to Awards may not exceed 1,552,395; and with respect to
     Options and/or SARs granted to any one Participant during any calendar
     year, the maximum number of shares of Common Stock that may be subject to
     such Option and/or SAR is 500,000.

          (b) Any shares of Common Stock related to Awards which terminate by
     expiration, forfeiture, cancellation or otherwise without the issuance of
     shares of Common Stock, are settled in cash in lieu of Common Stock, or are
     exchanged in the Committee's discretion for Awards not involving Common
     Stock, shall be available again for grant under the Plan, so long as the
     holder of any such Award received no benefits of Common Stock ownership
     (including but not limited to dividends) from the shares of Common Stock
     related to such Award. Any shares of Common Stock with respect to which an
     SAR has been exercised and paid in cash shall again be available for grant
     under the Plan.

          (c) Any shares of Common Stock issued by the Corporation through the
     assumption or substitution of outstanding grants from an acquired company
     shall reduce the shares available for grants under the Plan.

          (d) Common Stock delivered by the Corporation in payment of any Award
     under the Plan may be authorized and unissued Common Stock or Common Stock
     held in the treasury of the Corporation or may be purchased on the open
     market or by private purchase.

          (e) The Committee shall, in its sole discretion, determine the manner
     in which fractional shares arising under this Plan shall be treated.

     Section 4.2 Six-Month Holding Period. With respect to Awards granted
hereunder to any Insider Participant on or following the date six months prior
to the date on which the Corporation shall be lawfully required to register the
Common Stock pursuant to Section 12 or 15(d) of the Exchange Act, each such
Award which is an "equity security" (as that term is defined in the Exchange
Act) must be held and not transferred by such Insider Participant for a period
of six months from the Date of Grant. Nothing in this Section 4.2 shall be
deemed to prohibit the exercise of Options within the six month period following
the Date of Grant, but the shares of Common Stock received by an Insider
Participant pursuant to the exercise of an Option must be held and not
transferred for a period of six months from the Date of Grant of the Option so
exercised.

                                    ARTICLE V
                                   ELIGIBILITY
                                   -----------

     Section 5.1 Eligible Persons. Eligible Persons shall be eligible to receive
Awards under the Plan, as the Committee shall select from time to time.
Directors who are not employees of the Corporation or its Subsidiaries
("Non-Employee Directors") may also participate in the Plan, but only to the
extent set forth in Section 6.3 hereof.

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     Subject to the provisions of the Plan, the Committee shall, from time to
time, select from the Eligible Persons those to whom Awards shall be granted and
shall determine the type or types of Awards to be made and shall establish in
the related Award Notices the terms, conditions, restrictions and/or
limitations, if any, applicable to the Awards in addition to those set forth in
the Plan and the administrative rules and regulations issued by the Committee.


                                   ARTICLE VI
                                  STOCK OPTIONS
                                  -------------

     Section 6.1 Grant of Options. The Committee may, from time to time, subject
to the provisions of the Plan and such other terms and conditions as it may
determine, grant Options to Eligible Persons (including "reload" options
automatically granted upon the occurrence of specified exercises of options).
These Options may be Incentive Stock Options or non-qualified Options, or a
combination of both; provided, however, that Incentive Stock Options may only be
granted to employees of the Corporation or its Subsidiaries. Each grant of an
Option shall be evidenced by an Award Notice executed by the Corporation and the
Participant, and shall contain such terms and conditions and be in such form as
the Committee may from time to time approve, subject to the requirements of
Section 6.2.

     Section 6.2 Conditions of Options. Each Option so granted shall be subject
to the following conditions:

          (a) Exercise Price. As limited by Section 6.2(e) below, each Option
     shall state the exercise price, which shall be set by the Committee in its
     discretion at the Date of Grant, which price shall not be less than 100% of
     the Fair Market Value of the Common Stock on the Date of Grant.

          (b) Form of Payment. The exercise price of an Option may be paid (i)
     in cash or by check, bank draft or money order payable to the order of the
     Corporation; (ii) in shares of Common Stock that have either (I) been owned
     by the Participant for more than six months and have been paid for within
     the meaning of SEC Rule 144 or (II) were obtained by the Participant in the
     public market; (iii) a combination of the foregoing; or (iv) such other
     consideration as the Committee may deem appropriate. In addition, the
     Committee may allow a Participant to utilize a broker-dealer arrangement if
     (A) the broker-dealer is a member of the National Association of Securities
     Dealers, (B) the broker-dealer has received from the Participant or the
     Corporation a fully- and duly-endorsed agreement evidencing such Option and

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     instructions signed by the Participant requesting the Corporation to
     deliver the shares of Common Stock subject to such Option to the
     broker-dealer on behalf of the Participant and specifying the account into
     which such shares should be deposited, (C) adequate provision has been made
     with respect to the payment of any withholding taxes due upon such
     exercise, and (D) the broker-dealer and the Participant have otherwise
     complied with Section 220.3(e)(4) of Regulation T, 12 CFR, Part 220 and any
     successor rules and regulations applicable to such exercise ("Cashless
     Exercise"); provided, however, that an Insider Participant may not elect to
     utilize this arrangement within six months of the date the Option is
     granted (unless death or disability occurs prior to the expiration of such
     six month period). The Committee shall establish appropriate methods for
     accepting Common Stock, whether restricted or unrestricted, and may impose
     such conditions as it deems appropriate on the use of such Common Stock in
     payment of the exercise price. Common Stock used to exercise an Option
     shall be valued at its then Fair Market Value.

          (c) Exercise of Options. Options granted under the Plan shall be
     exercisable, in whole or in such installments and at such times, and shall
     expire at such time, as shall be provided by the Committee in the Award
     Notice. Exercise of an Option shall be by written notice stating the
     election to exercise in the form and manner determined by the Committee.
     Every share of Common Stock acquired through the exercise of an Option
     shall be deemed to be fully paid at the time of exercise and payment of the
     exercise price.

          (d) Other Terms and Conditions. Among other conditions that may be
     imposed by the Committee, if deemed appropriate, are those relating to (i)
     the period or periods and the conditions of exercisability of any Option;
     (ii) the minimum periods during which Participants must be employed by the
     Corporation or its Subsidiaries, or must hold Options before they may be
     exercised; (iii) the minimum periods during which shares acquired upon
     exercise must be held before sale or transfer shall be permitted; (iv)
     conditions under which such Options or shares may be subject to forfeiture;
     (v) restrictions on transferability; and (vi) the frequency of exercise or
     the minimum or maximum number of shares that may be acquired at any one
     time.

          (e) Special Restrictions Relating to Incentive Stock Options. Options
     issued in the form of Incentive Stock Options shall, in addition to being
     subject to all applicable terms, conditions, restrictions and/or
     limitations established by the Committee, comply with the requirements of
     Section 422 of the Code (or any successor section thereto), including,
     without limitation, the requirement that the exercise price of an Incentive
     Stock Option not be less than 100% of the Fair Market Value of the Common
     Stock on the Date of Grant, the requirement that each Incentive Stock
     Option, unless sooner exercised, terminated or canceled, expire no later
     than 10 years from its Date of Grant, and the requirement that the
     aggregate Fair Market Value (determined on the Date of Grant) of the Common
     Stock with respect to which Incentive Stock Options are exercisable for the
     first time by a Participant during any calendar year (under this Plan or
     any other plan of the Corporation or any Subsidiary) not exceed $100,000.

          (f) Application of Funds. The proceeds received by the Corporation
     from the sale of Stock pursuant to Options will be used for general
     corporate purposes.

     Section 6.3 Options to Non-Employee Directors. Notwithstanding any other
provision herein, no Options shall be granted hereunder to Non-Employee
Directors other than the Director Options granted pursuant to this Section 6.3.
Director Options may be awarded at the discretion and with the approval of the
Board with the recipient of such Option abstaining from the vote. Such Director
Options shall be granted at such time, in such number and with such restrictions
as determined by the Board. Each Director Option shall be evidenced by an Award
Notice executed by the Corporation and the Non-Employee Director, and shall
include the following terms and provisions:

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          (a) The Option exercise price per share shall be equal to the Fair
     Market Value of one share of Common Stock on the date the Director Option
     is granted. The period within which each Option may be exercised shall
     expire ten years from the date the option is granted (the "Option Period"),
     unless ended sooner due to termination of service or death of the optionee,
     or if fully exercised prior to the end of such ten year period.

          (b) If the directorship of an optionee is terminated within the Option
     Period for any reason other than (i) death of the optionee or (ii) on
     account of any act of fraud, intentional misrepresentation, embezzlement,
     misappropriation, or conversion of assets or opportunities of the
     Corporation or any of its Subsidiaries, the Director Option may be
     exercised by the optionee, to the extent the optionee was able to do so at
     the date of termination of the directorship, within three months after such
     termination (if otherwise within the Option Period).

          (c) If an optionee dies during the Option Period while a Non-Employee
     Director of the Corporation, or if an optionee dies within three months of
     serving as a Non-Employee Director, the Director Option may be exercised,
     to the extent the optionee was entitled to exercise such Option at the date
     of his or her death, within one year after such death (if otherwise within
     the Option Period), by the executor or the administrator of the estate of
     the optionee, or by the person or persons who shall have lawfully acquired
     the Director Option directly from the optionee.

          (d) If the directorship of the optionee is terminated within the
     Option Period for any of the reasons enumerated in Section 6.3(b)(ii), the
     Director Option shall automatically terminate as of the date of termination
     of such directorship.

          (e) The exercise price of a Director Option may be paid: (A) in cash
     or by check, bank draft or money order payable to the order of the
     Corporation concurrently with the exercise of the option; (B) in shares of
     Common Stock that have either (I) been owned by the Non-Employee Director
     for more than six months and have been paid for within the meaning of SEC
     Rule 144 or (II) were obtained by the Non-Employee Director in the public
     market; (C) a combination of the foregoing; or (D) such other consideration
     as the Board may deem appropriate. In addition to the foregoing, subject to
     the discretion of the Board, any Option granted under the Plan may be
     exercised by Cashless Exercise. The Board shall establish appropriate
     methods for accepting Common Stock, and may impose such conditions as it
     deems appropriate on the use of such Common Stock in payment of the
     exercise price. Common Stock used to exercise an Option shall be valued at
     its then Fair Market Value.

                                   ARTICLE VII
                            STOCK APPRECIATION RIGHTS
                            -------------------------

     Section 7.1 Grant of SARs. Awards may be granted in the form of Stock
Appreciation Rights (SARs). A SAR may be granted in tandem with all or a portion
of a related Option under the Plan ("Tandem SARs"), or may be granted separately
("Freestanding SARs"). A Tandem SAR may be granted either at the time of the
grant of the related Option or at any time thereafter during the term of the

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Option. The grant of a SAR shall be evidenced by an Award Notice executed by the
Corporation and the Participant, and shall contain such terms and conditions and
be in such form as the Committee may from time to time approve, subject to the
requirements of this Article VII. In no event shall any SARs granted extend for
a period in excess of 10 years from the Date of Grant.

     Section 7.2 Terms and Conditions of Tandem SARs. A Tandem SAR shall be
exercisable to the extent, and only to the extent, that the related Option is
exercisable, and the "exercise price" of such an SAR shall be the exercise price
under the related Option. However, at no time shall a Tandem SAR be issued if
the exercise price of its related Option is less than one hundred percent (100%)
of the Fair Market Value of the Stock on the Date of Grant of the Tandem SAR. If
a related Option is exercised as to some or all of the shares covered by the
Award, the related Tandem SAR, if any, shall be canceled automatically to the
extent of the number of shares covered by the Option exercise. Upon exercise of
a Tandem SAR as to some or all of the shares covered by the Award, the related
Option shall be canceled automatically to the extent of the number of shares
covered by such exercise, and such shares shall again be eligible for a grant in
accordance with Article IV hereof, except to the extent any shares of Stock are
issued to settle the SAR.

     Section 7.3 Terms and Conditions of Freestanding SARs. Freestanding SARs
shall be exercisable in whole or in such installments and at such times as may
be determined by the Committee. As limited by Section 6.2(e), the exercise price
of a Freestanding SAR shall be set by the Committee at the Date of Grant.

     Section 7.4 Deemed Exercise. The Committee may provide that a SAR shall be
deemed to be exercised at the close of business on the scheduled expiration date
of such SAR, if at the time the SAR by its terms remains exercisable and, if
exercised, would result in a payment to the holder of such SAR.

     Section 7.5 Additional Terms and Conditions. The Committee may, by way of
the Award Notice or otherwise, determine such other terms, conditions,
restrictions and/or limitations, if any, of any SAR Award, provided they are not
inconsistent with the Plan. Among other conditions that may be imposed by the
Committee are those requirements imposed by Rule 16b-3 of the Exchange Act,
including, without limitation, the requirement that SARs (whether Freestanding
or Tandem) granted to a person who is, or within the preceding six months was,
an Insider Participant shall not be exercisable until the six month anniversary
of the Grant Date.

     Section 7.6 Exercise of SARs. A holder shall exercise his or her SARs by
giving written notice of such exercise in the form and manner determined by the
Committee, and the date upon which such written notice is received by the
Corporation shall be the exercise date for the SARs. A SAR shall entitle the
holder to receive a payment equal to the excess of the Fair Market Value of the
number of shares of Common Stock covered by the SAR on the date of exercise over
the exercise price of the SAR, multiplied by the number of shares with respect
to which the SARs relate; provided, however, that the Committee may unilaterally
limit the appreciation in value of the Common Stock attributable to the SAR at
any time prior to its exercise.

                                     - 10 -
<PAGE>


     Payment of a SAR may be in cash, in shares of Common Stock or Restricted
Stock, or any combination, as the Committee shall determine. To the extent paid
in shares of Common Stock or Restricted Stock, the value of the Stock or
Restricted Stock so paid shall be the Fair Market Value of a share of Common
Stock upon exercise of the SAR.














                                     - 11 -
<PAGE>


                                  ARTICLE VIII
                             PERFORMANCE SHARE AWARD
                             -----------------------

     Section 8.1 Grant of Performance Share Awards. Grants of Performance Share
Awards may be made by the Committee to any Eligible Person during the term of
the Plan. Each Performance Share Award shall represent one share of Common
Stock. Each Performance Share shall be evidenced by an Award Notice. There may
be more than one award in existence at any one time for any Participant and
performance periods for separate Performance Share Awards need not be identical.

     The Performance Shares will be paid out in full or in part on the basis of
the performance of the Corporation following the beginning of the Corporation's
fiscal year in which the Performance Share Award is made as hereinafter set
forth. In determining the size of Performance Share Awards, the Committee shall
take into account a Participant's responsibility level, performance, potential,
and cash compensation level, as well as such other considerations as it deems
appropriate. Performance Share Awards shall be deemed to have been made on
January 1 of the year in which awards are made. If any Performance Share Award
granted under the Plan shall be forfeited, canceled, or not paid out in full,
such Performance Share Award may again be granted under the Plan in accordance
with Article IV.

     Section 8.2 Conditions of Performance Share Awards. A Performance Share
Award shall be subject to the following terms and conditions:

          (a) Performance Share Account. Performance Share Awards shall be
     credited to a Performance Share account to be maintained for each holder.
     Each Performance Share Award shall be deemed to be the equivalent of one
     share of Common Stock of the Corporation. A Performance Share Award under
     the Plan shall not entitle the holder to any interest in or to any
     dividend, voting, or other rights of a shareholder. The value of the
     Performance Shares in a holder's Performance Share account at the time of
     Award or the time of payment shall be the Fair Market Value at any such
     time of an equivalent number of shares of the Common Stock.

          (b) Performance Period and Criteria. Performance Shares shall be
     contingent upon the attainment during a performance period of certain
     performance objectives. The length of the performance period for each
     Performance Share Award, the performance objectives to be achieved during
     the Performance Share Award period, and the measure of whether and to what
     degree such objectives have been attained shall be conclusively determined
     by the Committee in the exercise of its discretion. The Committee may
     revise performance objectives at such times as it deems appropriate during
     the Performance Share Award period in order to take into account or into
     consideration any unforeseen events or changes in circumstances; provided,
     however, that any such revision which is adverse to the holder of a
     Performance Share Award shall require the holder's consent.

                                     - 12 -
<PAGE>


          (c) Payment of Award. Following the end of the Performance Share Award
     period, the holder of a Performance Share Award shall be entitled to
     receive payment of an amount based on the achievement of the performance
     measures for such Performance Share Award period. In the event that (i) the
     Corporation is lawfully required to register the Common Stock pursuant to
     Section 12 or 15(d) of the Exchange Act; and (ii) a recipient of a
     Performance Share Award is, or within the preceding six months has been, an
     Insider Participant, no Performance Share Award held by such Insider
     Participant shall be payable within the first six months from the Date of
     Grant of such Performance Share Award. The payment to which a holder of a
     Performance Share Award shall be entitled at the end of a Performance Share
     Award period shall be a dollar amount equal to the Fair Market Value of the
     number of shares of Common Stock equal to the number of Performance Shares
     earned and payable to such holder; provided, however, that the Committee
     may unilaterally limit the appreciation in value of the Common Stock
     attributable to the Performance Share Award at any time prior to the end of
     the Performance Share Award period.

          The Committee may authorize payment of a Performance Share Award in
     any combination of cash and shares of Common Stock or all in cash or all in
     Common Stock, as it deems appropriate. Such shares may include any
     restrictions on transfer and forfeiture provisions as the Committee, from
     time to time, deems appropriate.

          (d) Additional Terms and Conditions. The Committee may, by way of the
     Award Notice or otherwise, determine such other terms, conditions,
     restrictions and/or limitations, if any, of any Performance Share Award,
     provided they are not inconsistent with the Plan.


                                   ARTICLE IX
                             RESTRICTED STOCK AWARDS
                             -----------------------

     Section 9.1 Grant of Restricted Stock Awards. The Committee may grant a
Restricted Stock Award to any Eligible Person. Restricted Stock Awards shall be
awarded in such number and at such times during the term of the Plan as the
Committee shall determine. Each Restricted Stock Award may be evidenced in such
manner as the Committee deems appropriate, including, without limitation,
book-entry registration or issuance of a stock certificate or certificates, and
by an Award Notice setting forth the terms of such Restricted Stock Award.

     Section 9.2 Conditions of Restricted Stock Awards. The grant of a
Restricted Stock Award shall be subject to the following:

          (a) Restriction Period. Vesting of each Restricted Stock Award shall
     require the holder to remain in the employment of the Corporation or a
     Subsidiary for a prescribed period (a "Restriction Period"). The Committee
     shall determine the Restriction Period or Periods which shall apply to the
     shares of Common Stock covered by each Restricted Stock Award or portion
     thereof. At the end of the Restriction Period the restrictions imposed
     hereunder shall lapse with respect to the shares of Common Stock covered by
     the Restricted Stock Award or portion thereof. The Committee may, in its
     sole discretion, modify or accelerate the vesting of a Restricted Stock
     Award under such circumstances as it deems appropriate.

                                     - 13 -
<PAGE>


          (b) Restrictions. The holder of a Restricted Stock Award may not sell,
     transfer, pledge, exchange, hypothecate, or otherwise dispose of the shares
     of Common Stock represented by the Restricted Stock Award during the
     applicable Restriction Period. The Committee shall impose such other
     restrictions on any shares of Common Stock covered by a Restricted Stock
     Award as it may deem advisable including, without limitation, restrictions
     under applicable Federal or state securities laws, and may legend the
     certificates representing Restricted Stock to give appropriate notice of
     such restrictions.

          (c) Rights as Shareholders. During any Restriction Period, the
     Committee may, in its discretion, grant to the holder of a Restricted Stock
     Award all or any of the rights of a shareholder with respect to said
     shares, including, but not by way of limitation, the right to vote such
     shares and to receive dividends. If any dividends or other distributions
     are paid in shares of Common Stock, all such shares shall be subject to the
     same restrictions on transferability as the shares of Restricted Stock with
     respect to which they were paid.


                                    ARTICLE X
                                   CASH BONUS
                                   ----------

     Section 10.1 Grant of Cash Bonus. The Committee may, from time to time,
determine to award cash bonus payments to an Eligible Person based upon
performance criteria established from time to time by the Committee ("Cash
Bonus"). With respect to each such Eligible Person, the bonus awarded hereunder
shall be determined in relation to such person's level of responsibility in the
Corporation or any Subsidiary and the competitive compensation practices of
other major businesses, and such other factors as are deemed appropriate by the
Committee.

     Section 10.2 Conditions of Cash Bonus. An Award under this Article X shall
be subject to the following terms and conditions:

          (a) Amount of Fund. The Committee, in its discretion, shall determine
     the amount of the fund to be available for cash bonuses for any performance
     period.

          (b) Bonuses and Performance Criteria. Cash Bonuses actually earned by
     and paid to Participants will be based primarily upon achievement of such
     Corporation and individual performance goals as the Committee may from time
     to time establish. The Committee may also set the performance period over
     which the goals so established are to be achieved.

          (c) Payment of Bonus. Cash Bonuses awarded shall be made at such time
     as determined by the Committee following the close of the performance
     period to which such awards relate.

                                     - 14 -
<PAGE>


          (d) Additional Terms and Conditions. The Committee may, by way of a
     written instrument or otherwise, determine such other terms, conditions,
     restrictions and/or limitations, if any, of any Cash Bonus, provided they
     are not inconsistent with the Plan.


                                   ARTICLE XI
                             OTHER INCENTIVE AWARDS
                             ----------------------

     Section 11.1 Grant of Other Incentive Awards. The Committee may, in its
discretion, grant other types of awards of, or based on, Common Stock. Other
Incentive Awards are limited to awards under which Common Stock is or may in the
future be acquired. Such awards may include grants of debt securities
convertible into or exchangeable for shares of Common Stock upon such
conditions, including attainment of performance goals, as the Committee shall
determine.

     Section 11.2 Conditions of Other Incentive Awards. The Committee may
prescribe limitations or conditions requiring forfeiture by the participant, or
permitting repurchase by the Corporation, of Other Incentive Awards, and may at
any time, if it determines such action to be in the best interests of the
Corporation, accelerate or waive any such limitations or conditions. Each grant
of an Other Incentive Award shall be evidenced by an Award Notice executed by
the Corporation and the Participant, and shall contain such terms and conditions
and be in such form as the Committee may from time to time approve.

     Other Incentive Awards may not be sold, assigned, transferred, pledged, or
encumbered except as may be provided in the Award Notice, and in no event may be
transferred other than by will or by the laws of descent and distribution or be
exercised, during the life of the participant, other than by the participant or
the participant's guardian or legal representative.

     The recipient of an Other Incentive Award will have the rights of a
shareholder only to the extent, if any, specified in the Award Notice governing
such Other Incentive Award.

                                   ARTICLE XII
                          NON-EMPLOYEE DIRECTOR AWARDS
                          ----------------------------

     Shares of restricted or unrestricted Common Stock may be awarded to
Non-Employee Directors at the discretion and with the approval of the Board,
with the recipient of such shares abstaining from such vote. Such Awards shall
be granted at such time, in such number and with such restrictions as determined
by the Board. The Board may also, in its discretion, approve other types of
Awards for Non-Employee Directors which are based on the Common Stock, including
stock appreciation rights, stock performance rights and other incentive awards

     Each Director Award shall be evidenced by an Award Notice executed by the
Corporation and the Non-Employee Director containing the terms, conditions and
restrictions of each Director Award.

                                     - 15 -
<PAGE>


                                  ARTICLE XIII
                                STOCK ADJUSTMENTS
                                -----------------

     Section 13.1 Adjustment of Shares Available; Recapitalization. In the event
that the shares of Common Stock, as presently constituted, shall be changed into
or exchanged for a different number or kind of shares of stock or other
securities of the Corporation or of another corporation (whether by reason of
merger, consolidation, recapitalization, reclassification, stock split,
combination of shares or otherwise), or if the number of such shares of Common
Stock shall be increased through the payment of a stock dividend, or a dividend
on the shares of Common Stock of rights or warrants to purchase securities of
the Corporation shall be made, then there shall be substituted for or added to
each share available under and subject to the Plan as provided in Article IV
hereof, and each share theretofore appropriated or thereafter subject or which
may become subject to Performance Share Awards, Options, SARs, Restricted Stock
Awards or Other Incentive Awards under the Plan, the number and kind of shares
of stock or other securities into which each outstanding share of Common Stock
shall be so changed or for which each such share shall be exchanged or to which
each such share shall be entitled, as the case may be. In the event there shall
be any other change in the number or kind of the outstanding shares of Common
Stock, or any stock or other securities into which the Common Stock shall have
been changed or for which it shall have been exchanged, then if the Committee
shall, in its sole discretion, determine that such change equitably requires an
adjustment in the shares available under and subject to the Plan, or in any
Award theretofore granted or which may be granted under the Plan, such
adjustments shall be made in accordance with such determination, except that no
adjustment of the number of shares of Common Stock available under the Plan or
to which any Award relates that would otherwise be required shall be made unless
and until such adjustment either by itself or with other adjustments not
previously made would require an increase or decrease of at least 1% in the
number of shares of Common Stock available under the Plan or to which any Award
relates immediately prior to the making of such adjustment (the "Minimum
Adjustment"). Any adjustment representing a change of less than such minimum
amount shall be carried forward and made as soon as such adjustment together
with other adjustments required by this Section 13.1 and not previously made
would result in a Minimum Adjustment. Notwithstanding the foregoing, any
adjustment required by this Section 13.1 which otherwise would not result in a
Minimum Adjustment shall be made with respect to shares of Common Stock relating
to any Award immediately prior to exercise, payment or settlement of such Award.

     No fractional shares of Common Stock or units of other securities shall be
issued pursuant to any such adjustment, and any fractions resulting from any
such adjustment shall be eliminated in each case by rounding downward to the
nearest whole share.

                                   ARTICLE XIV
                                     GENERAL
                                     -------

     Section 14.1 Amendment or Termination of Plan. The Board may suspend or
terminate the Plan at any time. In addition, the Board may, from time to time,
amend the Plan in any manner, provided, however, that any amendment to the Plan

                                     - 16 -
<PAGE>


shall require approval of the shareholders of the Corporation if, in the opinion
of counsel to the Corporation, such approval is required by any section of the
Exchange Act, any other Federal or state law or any regulations or rules
promulgated thereunder or the rules of Nasdaq (or such other exchange on which
the Common Stock is traded).

     Section 14.2 Dividends and Dividend Equivalents. If an Award is granted in
the form of a Performance Share Award, Restricted Stock, or an Option, the
Committee (or the Board) may choose, at the time of the grant of such award or
any time thereafter up to the time of payment of such Award, to include as part
of such Award an entitlement to receive dividends or dividend equivalents
subject to such terms, conditions, restrictions, and/or limitations, if any, as
the Committee (or the Board) may establish. Dividends and dividend equivalents
granted hereunder shall be paid in such form and manner (i.e., lump sum or
installments), and at such time as the Committee (or the Board) shall determine.
All dividends or dividend equivalents which are not paid currently may, at the
Committee's (or the Board's) discretion, accrue interest, be reinvested into
additional shares of Common Stock or, in the case of dividends or dividend
equivalents credited in connection with a Performance Share Award, be credited
as additional Performance Shares and paid to the Participant if and when, and to
the extent that, payment is made pursuant to such Performance Share Award.

     Section 14.3 Termination of Employment. If a Participant's employment with
the Corporation or a Subsidiary terminates for a reason other than death,
disability, retirement, or any approved reason, all unexercised, unearned,
and/or unpaid Awards, including, but not by way of limitation, Awards earned,
but not yet paid, all unpaid dividends and dividend equivalents, and all
interest accrued on the foregoing shall be canceled or forfeited, as the case
may be, unless the Participant's Award Notice provides otherwise. The Committee
shall have the authority to promulgate rules and regulations to (i) determine
what events constitute disability, retirement, or termination for an approved
reason for purposes of the Plan, and (ii) determine the treatment of a
Participant under the Plan in the event of his or her death, disability,
retirement, or termination for an approved reason. Such rules and regulations
may include, without limitation, the method, if any, for prorating a Performance
Share Award, accelerating the vesting of any Options or Restricted Stock Award,
or providing for the exercise of any unexercised Options or SARs in the event of
a Participant's death, disability, retirement, or termination for an approved
reason.

     Section 14.4 Nonassignability. No Awards shall be subject in any manner to
alienation, anticipation, sale, transfer, assignment, pledge, or encumbrance,
except for transfer by will or the laws of descent and distribution; provided,
however, that Awards (other than Incentive Stock Options) may, if permitted by
the Committee (or the Board), be transferred to one or more transferees during
the lifetime of the Participant in connection with the Participant's estate or
tax planning, and such transferees may exercise rights thereunder in accordance
with the terms thereof, but only if and to the extent consistent with the
registration of the offer and sale of Common Stock on Form S-8, Form S-3, or
such other registration form of the Securities and Exchange Commission, if
applicable, as may then be filed and effective with respect to the Plan. Any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of, or to
subject to execution, attachment or similar process, any Award contrary to the
provisions hereof, shall be void and ineffective, shall give no right to any
purported transferee, and may, at the sole discretion of the Committee (or the
Board), result in forfeiture of the Award involved in such attempt.

                                     - 17 -
<PAGE>


     Section 14.5 Withholding Taxes. The Corporation shall be entitled to deduct
from any payment under the Plan, regardless of the form of such payment, the
amount of all applicable income and employment taxes required by law to be
withheld with respect to such payment or may require the Participant to pay to
it such tax prior to and as a condition of the making of such payment. In
accordance with any applicable administrative guidelines it establishes, the
Committee may allow a Participant to pay the minimum amount of taxes required by
law to be withheld from an Award by withholding from any payment of Common Stock
due as a result of such Award, or by permitting the Participant to deliver to
the Corporation, shares of Common Stock, having a Fair Market Value, on the date
of payment, equal to the minimum amount of such required withholding taxes
determined on the date that the amount of tax to be withheld is to be
determined; provided, however, that in the event the Participant is, or within
the preceding six months has been an Insider Participant, such an election may
not be made within six months of the date the Award is granted (unless death or
disability of the Participant occurs prior to the expiration of such six month
period).

     Section 14.6 Change of Control. Awards granted under the Plan to any
Participant may, in the discretion of the Committee (or the Board), provide that
(a) such Awards shall be immediately vested, fully earned, exercisable, and/or,
in the case of Options, converted into SARs, as appropriate, upon a Change of
Control Event, and (b) the Corporation shall make full payment to each such
Participant with respect to any Performance Share Award or Other Incentive
Award, deliver certificates to such Participant with respect to each Restricted
Stock Award, and permit the exercise of Options and/or SARs, respectively,
granted hereunder to such Participant.

     Section 14.7 Forfeiture. If the employment a Participant is terminated on
account of any act of fraud, intentional misrepresentation, embezzlement,
misappropriation, or conversion of assets or opportunities of the Corporation or
any of its Subsidiaries, any Award granted hereunder, whether and regardless of
the extent to which such Award is vested, earned or exercisable, shall
automatically terminate as of the date of termination of such employment.

     Section 14.8 Amendments to Awards. The Committee may at any time
unilaterally amend the terms of any Award Notice for any Award, whether or not
presently exercisable, earned, paid or vested, to the extent it deems
appropriate; provided, however, that any such amendment which is adverse to the
Participant shall require the Participant's consent.

     Section 14.9 Regulatory Approval and Listings. As soon as practicable
following the date on which the Corporation becomes subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Corporation shall
use its best efforts to file with the Securities and Exchange Commission, and
keep continuously effective and usable, a Registration Statement on Form S-8
with respect to shares of Common Stock subject to Awards hereunder.
Notwithstanding anything contained in this Plan to the contrary, the Corporation
shall have no obligation to issue or deliver certificates representing shares of
Common Stock evidencing Restricted Stock Awards or any other Award relating to
shares of Common Stock prior to:

          (a) the obtaining of any approval from, or satisfaction of any waiting
     period or other condition imposed by, any governmental agency which the
     Committee shall, in its sole discretion, determine to be necessary or
     advisable, and

                                     - 18 -
<PAGE>


          (b) the completion of any registration or other qualification of said
     shares under any state or Federal law or ruling of any governmental body
     which the Committee shall, in its sole discretion, determine to be
     necessary or advisable.

     Section 14.10 Right to Continued Employment. Participation in the Plan
shall not give any Eligible Person any right to remain in the employ or to
continue as a consultant or director of, or maintain any other relationship
with, the Corporation or any Subsidiary. The Corporation or, in the case of a
Subsidiary, the Subsidiary, reserves the right to terminate any Eligible Person
at any time. Further, the adoption of this plan shall not be deemed to give any
Eligible Person or any other individual any right to be selected as a
Participant or to be granted an Award.

     Section 14.11 Beneficiaries. Each Participant shall file with the Committee
a written designation of one or more persons as the beneficiary (the
"Beneficiary") who shall be entitled to receive the amount, if any, payable
under the Plan upon his death. A Participant may, from time to time, revoke or
change his Beneficiary designation without the consent of any prior Beneficiary
by filing a new designation with the Committee. The last such designation
received by the Committee shall be controlling; provided, however, that no
designation, or change or revocation thereof, shall be effective unless received
by the Committee prior to the Participant's death, and in no event shall be
effective as of a date prior to such receipt.

     If such Beneficiary designation is not in effect at the time of a
Participant's death, or if no designated Beneficiary survives the Participant,
or such designation conflicts with law, the payment of the amount, if any,
payable under the Plan upon his death shall be made to the Participant's estate.
If the committee is in doubt as to the right of any person to receive such
amount, the Committee may retain such amount, without liability or any interest
thereon, until the rights thereon are determined, or the Committee may pay such
amount into any court of appropriate jurisdiction and such payment shall be a
complete discharge of the liability of the Plan, the Corporation and the
Committee therefor.

     Section 14.12 Indemnification. Each person who is or shall have been a
member of the Committee or of the Board shall be indemnified and held harmless
by the Corporation against and from any loss, cost, liability, or expense that
may be imposed upon or reasonably incurred by such person in connection with or
resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he may be involved by reason of any action or failure to act
under the Plan and against and from any and all amounts paid by such person in
satisfaction of judgment in any such action, suit, or proceeding against such
person. He or she shall give the Corporation an opportunity, at its own expense,
to handle and defend the same before he or she undertakes to handle and defend
it on his or her own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled under the Corporation's Articles or Incorporation or Bylaws, as a
matter of law, or otherwise, or any power that the Corporation may have to
indemnify or hold harmless any such person.

     Section 14.13 Reliance on Reports. Each member of the Committee and each
member of the Board shall be fully justified in relying or acting in good faith
upon any report made by the independent public accountants of the Corporation
and its Subsidiaries and upon any other information furnished in connection with
the Plan by any person or persons other than himself. In no event shall any

                                     - 19 -
<PAGE>



person who is or shall have been a member of the Committee or of the Board be
liable for any determination made or other action taken or any omission to act
in reliance upon any such report or information or for any action taken,
including the furnishing of information, or failure to act, if in good faith.

     Section 14.14 Relationship to Other Benefits. No payment under the Plan
shall be taken into account in determining any benefits under any pension,
retirement, profit sharing, group insurance or other benefit plan of the
Corporation or any Subsidiary.

     Section 14.15 Expenses. The expenses of administering the Plan shall be
borne by the Corporation subject to such allocation to its Subsidiaries as it
deems appropriate.

     Section 14.16 Construction. Masculine pronouns and other words of masculine
gender shall refer to both men and women. The titles and headings of the
sections in the Plan are for the convenience of reference only, and in the event
of any conflict, the text of the plan, rather than such titles or headings,
shall control.

     Section 14.17 Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of Missouri except as superseded by
applicable Federal law.

     Section 14.18 Rule 16b-3 Compliance. It is the intent of the Corporation
that this Plan comply in all respects with applicable provisions of Rule 16b-3
in connection with any grant of Awards to or other transaction by an Insider
Participant (except for transactions exempted under alternative Exchange Act
Rules or acknowledged in writing to be non-exempt by such Participant).
Accordingly, if, at such time, any provision of this Plan or any Award Notice
relating to an Award does not comply with the requirements of Rule 16b-3 as then
applicable to any such transaction, such provision will be construed or deemed
amended to the extent necessary to conform to the applicable requirements of
Rule 16b-3 so that such Insider Participant shall avoid liability under Section
16(b).

     Section 14.19 Nonexlusivity of the Plan. Neither the adoption of this Plan
by the Board nor any provision of this Plan will be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock options and bonuses otherwise than under this Plan, and such
arrangements may be either generally applicable or applicable only in specific
cases.


                            END OF TRAVELNOW.COM INC.
                        2000 OMNIBUS STOCK INCENTIVE PLAN
                        ---------------------------------


                                     - 20 -