EXHIBIT 10.1
                          THE 2007 INCENTIVE AWARD PLAN

                                       OF

                                 GTJ REIT, INC.

     GTJ REIT,  Inc.,  a Maryland  corporation,  has adopted the 2007  Incentive
Award  Plan of GTJ  REIT,  Inc.,  (the  "Plan"),  effective  June 11,  2007 (the
"Effective Date").

     The purposes of the Plan are as follows:

     (1) To  provide  an  additional  incentive  for  Directors,  Officers,  Key
Employees  and  Consultants  (as such terms are  defined  below) to further  the
growth,   development  and  financial  success  of  the  Company  by  personally
benefiting  through the ownership of Company stock and/or rights which recognize
such growth, development and financial success.

     (2) To enable the Company to obtain and retain the  services of  Directors,
Officers,  Key Employees and Consultants  considered essential to the long range
success  of the  Company by  offering  them an  opportunity  to own stock in the
Company and/or rights which will reflect the growth,  development  and financial
success of the Company.

                                   ARTICLE I.

                                   DEFINITIONS

     Wherever  the  following  terms  are used in the Plan they  shall  have the
meanings specified below,  unless the context clearly indicates  otherwise.  The
singular pronoun shall include the plural where the context so indicates.

     1.1.  "Administrator"  shall  mean the entity  that  conducts  the  general
administration   of  the  Plan  as  provided  herein.   With  reference  to  the
administration  of the Plan with respect to Options and Restricted Stock granted
to Independent  Directors,  the term "Administrator" shall refer to the Board of
Directors.  With reference to the administration of the Plan with respect to any
other Award,  the term  "Administrator"  shall refer to the Committee unless the
Board of Directors  has assumed the  authority  for  administration  of the Plan
generally as provided in Section 10.1.

     1.2.  "Award" shall mean an Option, a Restricted Stock award, a Performance
Award,  a Dividend  Equivalents  award,  a Deferred Stock award, a Stock Payment
award or a Stock  Appreciation  Right which may be awarded or granted  under the
Plan.

     1.3.  "Award  Agreement"  shall  mean a written  agreement  executed  by an
authorized  officer of the Company and the Holder which shall contain such terms
and conditions with respect to an Award as the  Administrator  shall  determine,
consistent with the Plan.

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     1.4.  "Award  Limit"  shall  mean a number of shares  of Common  Stock,  as
adjusted  pursuant  to Section  11.3 as  determined  by the Board of  Directors;
provided,  however,  that  solely with  respect to  Performance  Awards  granted
pursuant to Section 8.2(b),  Award Limit shall mean an amount  determined by the
Board of Directors.

     1.5. "Board" shall mean the Board of Directors of the Company.

     1.6. "Code" shall mean the Internal Revenue Code of 1986, as amended.

     1.7.  "Committee"  shall mean the  Compensation  Committee of the Board, or
another committee or subcommittee of the Board, appointed as provided in Section
10.1.

     1.8.  "Common Stock" shall mean the common stock of the Company,  par value
$.001 per share.

     1.9. "Company" shall mean GTJ REIT, Inc., a Maryland corporation.

     1.10. "Consultant" shall mean any consultant or adviser if:

     (a) The consultant or adviser  renders bona fide services to the Company or
any Subsidiary;

     (b)  The  services  rendered  by  the  consultant  or  adviser  are  not in
connection with the offer or sale of securities in a capital-raising transaction
and do not directly or indirectly promote or maintain a market for the Company's
securities; and

     (c) The  consultant  or  adviser  is a natural  person  who has  contracted
directly with the Company to render such services.

     1.11.  "Deferred  Stock" shall mean Common Stock awarded under Article VIII
of the Plan.

     1.12. "Director" shall mean a member of the Board.

     1.13.  "Dividend  Equivalent"  shall mean a right to receive the equivalent
value (in cash or Common Stock) of dividends  paid on Common Stock awarded under
Article VIII of the Plan.

     1.14. "DRO" shall mean a domestic relations order as defined by the Code or
Title I of the Employee  Retirement Income Security Act of 1974, as amended,  or
the rules thereunder.

     1.15.  "Employee"  shall  mean  any  employee  of  the  Company  or of  any
Subsidiary.

     1.16.  "Exchange  Act" shall mean the  Securities  Exchange Act of 1934, as
amended.

     1.17.  "Fair  Market  Value" of a share of Common  Stock as of a given date
shall  be (a) the  closing  price of a share of  Common  Stock on the  principal



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exchange  on which  shares  of  Common  Stock  are then  trading,  if any (or as
reported on any composite index which includes such principal exchange),  on the
trading day  previous to such date,  or if shares were not traded on the trading
day  previous  to such date,  then on the next  preceding  date on which a trade
occurred,  or (b) if Common  Stock is not traded on an exchange but is quoted on
Nasdaq  or  a  successor   quotation  system,   the  mean  between  the  closing
representative  bid and asked  prices for the Common  Stock on the  trading  day
previous to such date as reported by Nasdaq or such successor  quotation system,
or (c) if Common Stock is not  publicly  traded on an exchange and not quoted on
Nasdaq or a successor  quotation  system,  the Fair  Market  Value of a share of
Common Stock as established by the Administrator acting in good faith.

     1.18.  "Holder"  shall  mean a person  who has been  granted  or awarded an
Award.

     1.19.  "Incentive  Stock Option" shall mean an option which conforms to the
applicable  provisions  of Section 422 of the Code and which is designated as an
Incentive Stock Option by the Administrator.

     1.20.  "Independent  Director"  shall mean a member of the Board who is not
associated and has not been associated with the Company for at least two years.

     1.21.  "Key Employee"  shall mean an Employee so designated by the Board or
the Committee.

     1.22.  "Non-Qualified  Stock  Option"  shall  mean an  Option  which is not
designated as an Incentive Stock Option by the  Administrator  or which does not
conform to the applicable provisions of Section 422 of the Code.

     1.23.  "Officer"  shall  mean  any  officer  of  the  Company,  or  of  any
Subsidiary.

     1.24.  "Option"  shall mean a stock option  granted under Article IV of the
Plan.  An  Option   granted   under  the  Plan  shall,   as  determined  by  the
Administrator,  be either a  Non-Qualified  Stock Option or an  Incentive  Stock
Option;  provided,  however,  that Options granted to Independent  Directors and
Consultants shall be Non-Qualified Stock Options.

     1.25. "Ownership Limit" shall mean the ownership of not more than 5% of the
outstanding  shares of Common  Stock (as  defined in the  Company's  Articles of
Incorporation) of the Company.

     1.26.  "Performance  Award"  shall mean a cash bonus,  stock bonus or other
performance  or  incentive  award  that is  paid  in  cash,  Common  Stock  or a
combination of both, awarded under Article VIII of the Plan.

     1.27.  "Performance  Criteria" shall mean the following  business  criteria
with respect to the Company,  any Subsidiary or any division or operating  unit:
(a) net income,  (b) pre-tax income,  (c) operating  income,  (d) cash flow, (e)
earnings  per share,  (f) return on equity,  (g) return on  invested  capital or
assets,  (h)  cost  reductions  or  savings,  (i)  funds  from  operations,  (j)


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appreciation  in the fair market value of Common Stock,  and (k) earnings before
any  one or  more of the  following  items:  interest,  taxes,  depreciation  or
amortization;   each  as  determined  in  accordance  with  generally   accepted
accounting  principles or subject to such adjustments as may be specified by the
Committee with respect to an Award.

     1.28. "Plan" shall mean the 2007 Incentive Award Plan of GTJ REIT, Inc.

     1.29.  "Restricted Stock" shall mean Common Stock awarded under Article VII
of the Plan.

     1.30.  "Rule  16b-3" shall mean Rule 16b-3  promulgated  under the Exchange
Act, as such Rule may be amended from time to time.

     1.31.  "Section 162(m)  Participant" shall mean any Officer or key Employee
designated by the Administrator as an Officer or key Employee whose compensation
for the fiscal year in which the Officer or key Employee is so  designated  or a
future  fiscal  year may be  subject  to the  limit on  deductible  compensation
imposed by Section 162(m) of the Code.

     1.32. "Securities Act" shall mean the Securities Act of 1933, as amended.

     1.33.  "Stock  Appreciation  Right" shall mean a stock  appreciation  right
granted under Article IX of the Plan.

     1.34.  "Stock  Payment"  shall  mean (a) a payment in the form of shares of
Common  Stock,  or (b) an option  or other  right to  purchase  shares of Common
Stock, as part of a deferred  compensation  arrangement,  made in lieu of all or
any portion of the compensation,  including without limitation,  salary, bonuses
and commissions, that would otherwise become payable to an Officer, key Employee
or Consultant in cash, awarded under Article VIII of the Plan.

     1.35.  "Subsidiary"  shall mean any  corporation  in an  unbroken  chain of
corporations  beginning with the Company if each of the corporations  other than
the last  corporation  in the unbroken  chain then owns stock  possessing  fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain. "Subsidiary" shall also mean any
partnership  or  limited  liability  company  in  which  the  Company,   or  any
Subsidiary, owns a partnership or membership interest representing fifty percent
(50%) or more of the capital or profit  interests of such partnership or limited
liability company.

     1.36.  "Substitute Award" shall mean an Option granted under this Plan upon
the assumption of, or in substitution for,  outstanding equity awards previously
granted by a company or other entity in connection with a corporate transaction,
such as a merger,  combination,  consolidation  or  acquisition  of  property or
stock; provided,  however, that in no event shall the term "Substitute Award" be
construed  to refer to an award made in  connection  with the  cancellation  and
repricing of an Option.

     1.37.  "Termination of Consultancy" shall mean the time when the engagement
of a Holder as a Consultant to the Company or a Subsidiary is terminated for any
reason,  with or without  cause,  including,  but not by way of  limitation,  by


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resignation,  discharge,  death or retirement,  but excluding terminations where
there is a  simultaneous  commencement  of  employment  with the  Company or any
Subsidiary. The Administrator,  in its absolute discretion,  shall determine the
effect of all matters and  questions  relating to  Termination  of  Consultancy,
including,  but not by way of limitation,  the question of whether a Termination
of  Consultancy  resulted from a discharge for good cause,  and all questions of
whether a particular leave of absence  constitutes a Termination of Consultancy.
Notwithstanding  any other  provision of the Plan, the Company or any Subsidiary
has an absolute and  unrestricted  right to terminate a Consultant's  service at
any time for any reason whatsoever,  with or without cause, except to the extent
expressly provided otherwise in writing.

     1.38.  "Termination of Directorship"  shall mean the time when a Holder who
is an Independent  Director  ceases to be a Director for any reason,  including,
but not by way of  limitation,  a  termination  by  resignation,  failure  to be
elected,  death or retirement.  The Board, in its sole and absolute  discretion,
shall determine the effect of all matters and questions  relating to Termination
of Directorship with respect to Independent Directors.

     1.39.   "Termination   of   Employment"   shall  mean  the  time  when  the
employee-employer   relationship  between  a  Holder  and  the  Company  or  any
Subsidiary is terminated for any reason, with or without cause,  including,  but
not by way of  limitation,  a  termination  by  resignation,  discharge,  death,
disability  or  retirement;  but  excluding  (a)  terminations  where there is a
simultaneous reemployment or continuing employment of a Holder by the Company or
any Subsidiary,  (b) at the discretion of the Administrator,  terminations which
result in a temporary severance of the employee-employer  relationship,  and (c)
at the discretion of the  Administrator,  terminations which are followed by the
simultaneous  establishment  of a  consulting  relationship  by the Company or a
Subsidiary  with  the  former  employee.  The  Administrator,  in  its  absolute
discretion,  shall determine the effect of all matters and questions relating to
Termination of Employment, including, but not by way of limitation, the question
of whether a Termination of Employment resulted from a discharge for good cause,
and all  questions  of  whether a  particular  leave of  absence  constitutes  a
Termination of Employment;  provided,  however,  that, with respect to Incentive
Stock  Options,   unless  otherwise  determined  by  the  Administrator  in  its
discretion,  a leave  of  absence,  change  in  status  from an  employee  to an
independent  contractor  or other change in the  employee-employer  relationship
shall  constitute a Termination of Employment  if, and to the extent that,  such
leave of absence, change in status or other change interrupts employment for the
purposes of Section  422(a)(2) of the Code and the then  applicable  regulations
and revenue rulings under said Section.

                                  ARTICLE II.

                             SHARES SUBJECT TO PLAN

     2.1. Shares Subject to Plan.

     (a) The shares of stock subject to Awards  initially shall be Common Stock.
Subject to adjustment as provided in Section 11.3, the aggregate  number of such
shares  which may be issued upon  exercise of such Options or rights or upon any
such  Awards  under the Plan  shall not exceed  1,000,000.  The shares of Common


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Stock  issuable  upon exercise of such Options or rights or upon any such awards
may be either previously authorized but unissued shares or treasury shares.

     (b) The  maximum  number of shares  which may be subject to Awards  granted
under the Plan to any individual in any calendar year shall not exceed the Award
Limit. To the extent  required by Section 162(m) of the Code,  shares subject to
Options which are canceled continue to be counted against the Award Limit.

     2.2. Add-back of Options and Other Rights. If any Option, or other right to
acquire shares of Common Stock under any other Award under the Plan,  expires or
is canceled without having been fully exercised,  or is exercised in whole or in
part for cash as  permitted  by the Plan,  the number of shares  subject to such
Option  or other  right  but as to which  such  Option  or other  right  was not
exercised  prior  to its  expiration,  cancellation  or  exercise  may  again be
optioned,  granted or awarded  hereunder,  subject to the limitations of Section
2.1.  Furthermore,  any shares  subject to Awards  which are  adjusted  shall be
considered  cancelled and may again be optioned,  granted or awarded  hereunder,
subject to the  limitations  of Section  2.1.  Shares of Common  Stock which are
delivered  by the Holder or  withheld by the  Company  upon the  exercise of any
Award  under  the  Plan,  in  payment  of  the  exercise  price  thereof  or tax
withholding  thereon,  may again be  optioned,  granted  or  awarded  hereunder,
subject to the limitations of Section 2.1. If any shares of Restricted Stock are
surrendered by the Holder or repurchased by the Company  pursuant to Section 7.5
or 7.6 hereof, such shares may again be optioned,  granted or awarded hereunder,
subject to the  limitations  of Section 2.1.  Notwithstanding  the provisions of
this Section  2.2, no shares of Common  Stock may again be optioned,  granted or
awarded if such action would cause an Incentive  Stock Option to fail to qualify
as an incentive stock option under Section 422 of the Code.

                                  ARTICLE III.

                               GRANTING OF AWARDS

     3.1. Award Agreement.  Each Award shall be evidenced by an Award Agreement.
Award  Agreements  evidencing  Awards  intended to qualify as  performance-based
compensation as described in Section 162(m)(4)(C) of the Code shall contain such
terms and  conditions as may be necessary to meet the  applicable  provisions of
Section 162(m) of the Code. Award Agreements  evidencing Incentive Stock Options
shall  contain  such  terms  and  conditions  as may be  necessary  to meet  the
applicable provisions of Section 422 of the Code.

     3.2. Provisions Applicable to Section 162(m) Participants.

     (a) The Committee, in its discretion,  may determine whether an Award is to
qualify as  performance-based  compensation as described in Section 162(m)(4)(C)
of the Code.

     b) Notwithstanding  anything in the Plan to the contrary, the Committee may
grant any Award to a Section 162(m) Participant, including Restricted Stock, the
restrictions  with  respect to which lapse upon the  attainment  of  performance
goals  which are  related to one or more of the  Performance  Criteria,  and any
performance or incentive  award  described in Article VIII that vests or becomes


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exercisable  or payable  upon the  attainment  of  performance  goals  which are
related to one or more of the Performance Criteria.

     (c)  To  the  extent   necessary  to  comply  with  the   performance-based
compensation  requirements of Section  162(m)(4)(C) of the Code, with respect to
any Award  granted  under  Articles  VII and VIII which may be granted to one or
more Section 162(m)  Participants,  no later than ninety (90) days following the
commencement  of any fiscal  year in  question  or any other  designated  fiscal
period or period of service (or such other time as may be required or  permitted
by Section 162(m) of the Code), the Committee  shall, in writing,  (i) designate
one or more Section 162(m)  Participants,  (ii) select the Performance  Criteria
applicable  to the fiscal year or other  designated  fiscal  period or period of
service,  (iii)  establish  the  various  performance  targets,  in  terms of an
objective formula or standard, and amounts of such Awards, as applicable,  which
may be earned for such fiscal year or other  designated  fiscal period or period
of service,  and (iv) specify the relationship  between Performance Criteria and
the  performance  targets and the amounts of such Awards,  as applicable,  to be
earned  by each  Section  162(m)  Participant  for  such  fiscal  year or  other
designated fiscal period or period of service.  Following the completion of each
fiscal  year or other  designated  fiscal  period  or  period  of  service,  the
Committee  shall certify in writing whether the applicable  performance  targets
have been  achieved for such fiscal year or other  designated  fiscal  period or
period of  service.  In  determining  the  amount  earned  by a  Section  162(m)
Participant,  the Committee shall have the right to reduce (but not to increase)
the  amount  payable  at a given  level  of  performance  to take  into  account
additional  factors that the Committee  may deem  relevant to the  assessment of
individual  or  corporate  performance  for the fiscal year or other  designated
fiscal period or period of service.

     (d)  Furthermore,  notwithstanding  any other  provision of the Plan or any
Award  which is granted  to a Section  162(m)  Participant  and is  intended  to
qualify as  performance-based  compensation as described in Section 162(m)(4)(C)
of the Code shall be subject to any additional  limitations set forth in Section
162(m) of the Code  (including  any amendment to Section  162(m) of the Code) or
any  regulations  or  rulings  issued   thereunder  that  are  requirements  for
qualification  as   performance-based   compensation  as  described  in  Section
162(m)(4)(C)  of the Code,  and the Plan  shall be deemed  amended to the extent
necessary to conform to such requirements.

     3.3.  Limitations  Applicable  to Section 16 Persons.  Notwithstanding  any
other  provision of the Plan,  the Plan, and any Award granted or awarded to any
individual  who is then  subject  to Section 16 of the  Exchange  Act,  shall be
subject to any additional limitations set forth in any applicable exemptive rule
under Section 16 of the Exchange Act  (including  any amendment to Rule 16b-3 of
the Exchange Act) that are  requirements  for the  application of such exemptive
rule. To the extent  permitted by applicable law, the Plan and Awards granted or
awarded  hereunder shall be deemed amended to the extent necessary to conform to
such applicable exemptive rule.

     3.4. Consideration.  In consideration of the granting of an Award under the
Plan, the Holder shall agree, in the Award Agreement, to remain in the employ of
(or to consult for or to serve as an Independent Director of, as applicable) the


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Company  or any  Subsidiary  for a period of at least one year (or such  shorter
period as may be fixed in the Award Agreement or by action of the  Administrator
following  grant of the Award) after the Award is granted (or, in the case of an
Independent  Director,  until the next  annual  meeting of  shareholders  of the
Company).

     3.5.  At-Will  Employment.  Nothing  in the Plan or in any Award  Agreement
hereunder  shall  confer upon any Holder any right to continue in the employ of,
or as a Consultant for, the Company or any  Subsidiary,  or as a director of the
Company,  or shall  interfere  with or  restrict  in any way the  rights  of the
Company and any Subsidiary,  which are hereby expressly  reserved,  to discharge
any Holder at any time for any reason whatsoever,  with or without cause, except
to the extent expressly  provided  otherwise in a written  employment  agreement
between the Holder and the Company and any Subsidiary.

                                   ARTICLE IV.

                   GRANTING OF OPTIONS TO OFFICERS, EMPLOYEES,
                      CONSULTANTS AND INDEPENDENT DIRECTORS

     4.1.  Eligibility.  Any Officer,  Key Employee,  Consultant or  Independent
Director  selected by the  Administrator  pursuant to Section 4.4(a)(i) shall be
eligible to be granted an Option.

     4.2.  Disqualification  for Stock  Ownership.  No person  may be granted an
Incentive Stock Option under the Plan if such person,  at the time the Incentive
Stock  Option  is  granted,  owns  stock  possessing  more than 10% of the total
combined  voting  power  of all  classes  of stock  of the  Company  or any then
existing  Subsidiary or parent corporation (within the meaning of Section 422 of
the  Code)  unless  such  Incentive  Stock  Option  conforms  to the  applicable
provisions of Section 422 of the Code.

     4.3.  Qualification  of Incentive Stock Options.  No Incentive Stock Option
shall be granted to any person who is not an Officer or Employee.

     4.4. Granting of Options to Officers, Employees and Consultants.

     (a) The Committee shall from time to time, in its absolute discretion,  and
subject to applicable limitations of the Plan:

     (i) Determine  which  Employees are Key Employees and select from among the
Officers,  Key  Employees  or  Consultants  (including  Officers,  Employees  or
Consultants who have previously  received Awards under the Plan) such of them as
in its opinion should be granted Options;

     (ii)  Subject  to the Award  Limit,  determine  the  number of shares to be
subject to such  Options  granted to the  selected  Officers,  key  Employees or
Consultants;

     (iii)  Subject to Section  4.3,  determine  whether  such Options are to be
Incentive Stock Options or Non-Qualified  Stock Options and whether such Options


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are to  qualify  as  performance-based  compensation  as  described  in  Section
162(m)(4)(C) of the Code; and

     (iv)  Determine the terms and conditions of such Options,  consistent  with
the Plan; provided,  however,  that the terms and conditions of Options intended
to  qualify  as   performance-based   compensation   as   described  in  Section
162(m)(4)(C)  of the Code shall  include,  but not be limited to, such terms and
conditions  as may be necessary  to meet the  applicable  provisions  of Section
162(m) of the Code.

     (b) Upon the  selection  of an Officer,  Key Employee or  Consultant  to be
granted an Option,  the Committee shall instruct the Secretary of the Company to
issue the Option and may impose such conditions on the grant of the Option as it
deems appropriate.

     (c) Any  Incentive  Stock Option  granted under the Plan may be modified by
the Committee,  with the consent of the Holder,  to disqualify  such Option from
treatment as an "incentive stock option" under Section 422 of the Code.

     4.5.  Granting of Options to  Independent  Directors.  The Board shall from
time to time, in its absolute discretion,  and subject to applicable limitations
of the Plan:

     (a) Select  from among the  Independent  Directors  (including  Independent
Directors who have previously  received  Options under the Plan) such of them as
in its opinion should be granted Options;

     (b) Determine the number of shares to be subject to such Options granted to
the selected Independent Directors;

     (c)  Subject  to the  provisions  of  Article  5,  determine  the terms and
conditions of such Options, consistent with the Plan.

     4.6. Options in Lieu of Cash Compensation. Options may be granted under the
Plan to Officers,  Employees and Consultants in lieu of cash bonuses which would
otherwise be payable to such Officers,  Employees and  Consultants,  pursuant to
such policies which may be adopted by the Administrator from time to time.

                                   ARTICLE V.

                                TERMS OF OPTIONS

     5.1. Option Price. The price per share of the shares subject to each Option
granted to Officers,  Employees and  Consultants  shall be set by the Committee;
provided, however, that such price shall be no less than 100% of the Fair Market
Value of a share of Common Stock on the date the Option is granted, and:



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     (a) In the  case  of  Options  intended  to  qualify  as  performance-based
compensation as described in Section  162(m)(4)(C) of the Code, such price shall
not be less than 100% of the Fair Market Value of a share of Common Stock on the
date the Option is granted;

     (b) In the case of Incentive  Stock  Options,  such price shall not be less
than 100% of the Fair  Market  Value of a share of Common  Stock on the date the
Option is granted (or the date the Option is  modified,  extended or renewed for
purposes of Section 424(h) of the Code);

     (c) In the case of Incentive  Stock Options  granted to an individual  then
owning  (within the meaning of Section  424(d) of the Code) more than 10% of the
total  combined  voting  power of all  classes  of stock of the  Company  or any
Subsidiary or parent  corporation  thereof (within the meaning of Section 422 of
the Code),  such price shall not be less than 110% of the Fair Market Value of a
share of Common  Stock on the date the Option is granted (or the date the Option
is modified, extended or renewed for purposes of Section 424(h) of the Code).

     5.2. Option Term. The term of an Option granted to an Officer,  Employee or
Consultant shall be set by the Committee in its discretion;  provided,  however,
that, in the case of Incentive Stock Options, the term shall not be more than 10
years from the date the  Incentive  Stock Option is granted,  or five years from
the date the Incentive  Stock Option is granted if the Incentive Stock Option is
granted to an individual  then owning  (within the meaning of Section  424(d) of
the Code) more than 10% of the total  combined  voting  power of all  classes of
stock of the Company or any Subsidiary or parent corporation thereof (within the
meaning of Section 422 of the Code).  Except as limited by the  requirements  of
Section 422 of the Code and  regulations  and rulings  thereunder  applicable to
Incentive  Stock Options,  the Committee may extend the term of any  outstanding
Option in  connection  with any  Termination  of Employment  or  Termination  of
Consultancy  of the Holder,  or amend any other term or condition of such Option
relating to such a termination.

     5.3. Option Vesting.

     (a) The period during which the right to exercise,  in whole or in part, an
Option granted to an Officer, Employee or a Consultant vests in the Holder shall
be set by the Committee  and the Committee may determine  that an Option may not
be exercised in whole or in part for a specified period after it is granted.  At
any time after grant of an Option,  the Committee  may, in its sole and absolute
discretion and subject to whatever  terms and conditions it selects,  accelerate
the period during which an Option granted to an Officer,  Employee or Consultant
vests.

     (b) No portion of an Option  granted to an Officer,  Employee or Consultant
which  is   unexercisable   at  Termination  of  Employment  or  Termination  of
Consultancy, as applicable,  shall thereafter become exercisable,  except as may
be  otherwise  provided by the  Committee  either in the Award  Agreement  or by
action of the Committee following the grant of the Option.



                                       10
<PAGE>

     (c) To the  extent  that the  aggregate  Fair  Market  Value of stock  with
respect to which "incentive stock options" (within the meaning of Section 422 of
the Code, but without regard to Section 422(d) of the Code) are  exercisable for
the first time by a Holder  during  any  calendar  year  (under the Plan and all
other  incentive  stock option plans of the Company and any parent or subsidiary
corporation,  within the  meaning of  Section  422 of the Code) of the  Company,
exceeds $100,000,  such Options shall be treated as Non-Qualified  Stock Options
to the extent  required  by Section  422 of the Code.  The rule set forth in the
preceding  sentence shall be applied by taking Options into account in the order
in which they were granted. For purposes of this Section 5.3(c), the Fair Market
Value of stock shall be  determined  as of the time the Option  with  respect to
such stock is granted.

     5.4. Terms of Options Granted to Independent Directors. The price per share
of the shares subject to each Option  granted to an  Independent  Director shall
equal 100% of the Fair Market  Value of a share of Common  Stock on the date the
Option is granted.  Options granted to Independent Directors shall be subject to
such  other  terms  and  conditions  as are  determined  by  the  Administrator,
consistent with the Plan.

     5.5. Substitute Awards.  Notwithstanding  the foregoing  provisions of this
Article V to the contrary,  in the case of an Option that is a Substitute Award,
the price per share of the shares  subject  to such  Option may be less than the
Fair Market Value per share on the date of grant, provided, that the excess of:

     (a) The aggregate Fair Market Value (as of the date such  Substitute  Award
is granted) of the shares subject to the Substitute Award; over

     (b) The aggregate exercise price thereof; does not exceed the excess of:

     (c) The aggregate fair market value (as of the time  immediately  preceding
the transaction  giving rise to the Substitute  Award, such fair market value to
be determined by the  Committee)  of the shares of the  predecessor  entity that
were subject to the grant assumed or substituted for by the Company; over

     (d) The aggregate exercise price of such shares.

                                   ARTICLE VI.

                               EXERCISE OF OPTIONS

     6.1. Partial Exercise.  An exercisable  Option may be exercised in whole or
in part.  However, an Option shall not be exercisable with respect to fractional
shares and the  Administrator  may require that,  by the terms of the Option,  a
partial exercise be with respect to a minimum number of shares.

     6.2. Manner of Exercise. All or a portion of an exercisable Option shall be
deemed  exercised  upon delivery of all of the following to the Secretary of the
Company or his or her office:



                                       11
<PAGE>

     (a) A written notice complying with the applicable rules established by the
Administrator  stating that the Option, or a portion thereof, is exercised.  The
notice shall be signed by the Holder or other  person then  entitled to exercise
the Option or such portion of the Option;

     (b)  Such  representations  and  documents  as  the  Administrator,  in its
absolute discretion,  deems necessary or advisable to effect compliance with all
applicable  provisions  of the  Securities  Act and any other  federal  or state
securities  laws  or  regulations.   The  Administrator  may,  in  its  absolute
discretion, also take whatever additional actions it deems appropriate to effect
such  compliance  including,  without  limitation,   placing  legends  on  share
certificates and issuing stop-transfer notices to agents and registrars;

     (c) In the event that the Option  shall be  exercised  pursuant  to Section
11.1 by any person or persons  other than the Holder,  appropriate  proof of the
right of such person or persons to exercise the Option; and

     (d) Full cash  payment to the  Secretary of the Company for the shares with
respect to which the Option,  or portion  thereof,  is exercised.  However,  the
Administrator may, in its discretion, (i) allow a delay in payment up to 30 days
from the date the Option, or portion thereof, is exercised;  (ii) allow payment,
in whole or in part,  through the  delivery of shares of Common Stock which have
been owned by the Holder for at least six months,  duly endorsed for transfer to
the  Company  with a Fair  Market  Value  on the date of  delivery  equal to the
aggregate exercise price of the Option or exercised portion thereof; (iii) allow
payment,  in whole or in part,  through the  surrender of shares of Common Stock
then issuable upon exercise of the Option having a Fair Market Value on the date
of  Option  exercise  equal to the  aggregate  exercise  price of the  Option or
exercised portion thereof;  (iv) allow payment, in whole or in part, through the
delivery  of  property  of  any  kind  which   constitutes   good  and  valuable
consideration; (v) allow payment, in whole or in part, through the delivery of a
full  recourse  promissory  note bearing  interest (at no less than such rate as
shall then preclude the  imputation of interest under the Code) and payable upon
such terms as may be prescribed by the  Administrator;  (vi) allow  payment,  in
whole or in part,  through the delivery of a notice that the Holder has placed a
market  sell order  with a broker  with  respect to shares of Common  Stock then
issuable upon  exercise of the Option,  and that the broker has been directed to
pay a  sufficient  portion  of the net  proceeds  of the sale to the  Company in
satisfaction  of the  Option  exercise  price,  provided  that  payment  of such
proceeds  is then made to the Company  upon  settlement  of such sale;  or (vii)
allow  payment  through any  combination  of the  consideration  provided in the
foregoing  subparagraphs  (ii),  (iii),  (iv),  (v) and  (vi).  In the case of a
promissory note, the  Administrator may also prescribe the form of such note and
the  security  to be given  for such  note.  The  Option  may not be  exercised,
however,  by delivery of a promissory note or by a loan from the Company when or
where such loan or other extension of credit is prohibited by law.

     6.3. Conditions to Issuance of Stock Certificates. The Company shall not be
required to issue or deliver any certificate or certificates for shares of stock
purchased  upon  the  exercise  of  any  Option  or  portion  thereof  prior  to
fulfillment of all of the following conditions:



                                       12
<PAGE>

     (a) The admission of such shares to listing on all stock exchanges on which
such class of stock is then listed;

     (b) The  completion  of any  registration  or other  qualification  of such
shares  under any state or federal law, or under the rulings or  regulations  of
the Securities and Exchange Commission or any other governmental regulatory body
which the  Administrator  shall, in its absolute  discretion,  deem necessary or
advisable;

     (c) The  obtaining  of any  approval or other  clearance  from any state or
federal  governmental  agency  which the  Administrator  shall,  in its absolute
discretion, determine to be necessary or advisable;

     (d) The lapse of such  reasonable  period of time following the exercise of
the Option as the  Administrator  may establish from time to time for reasons of
administrative convenience; and

     (e) The receipt by the Company of full payment for such  shares,  including
payment  of any  applicable  withholding  tax,  which in the  discretion  of the
Administrator may be in the form of consideration  used by the Holder to pay for
such shares under Section 6.2(d).

     6.4.  Rights as  Shareholders.  Holders  shall not be,  nor have any of the
rights or privileges  of,  shareholders  of the Company in respect of any shares
purchasable  upon  the  exercise  of any  part of an  Option  unless  and  until
certificates  representing  such  shares have been issued by the Company to such
Holders.

     6.5.  Ownership  and  Transfer  Restrictions.  The  Administrator,  in  its
absolute  discretion,   may  impose  such  restrictions  on  the  ownership  and
transferability  of the shares  purchasable upon the exercise of an Option as it
deems  appropriate.  Any such  restriction  shall be set forth in the respective
Award  Agreement  and may be referred  to on the  certificates  evidencing  such
shares.  The Holder shall give the Company  prompt notice of any  disposition of
shares of Common Stock acquired by exercise of an Incentive  Stock Option within
(a) two  years  from the date of  granting  (including  the date the  Option  is
modified,  extended or renewed for purposes of Section  424(h) of the Code) such
Option to such Holder, or (b) one year after the transfer of such shares to such
Holder.

     6.6. Additional Limitations on Exercise of Options. Holders may be required
to comply with any timing or other  restrictions  with respect to the settlement
or  exercise  of an Option,  including  a  window-period  limitation,  as may be
imposed in the discretion of the Administrator.

                                  ARTICLE VII.

                            AWARD OF RESTRICTED STOCK

     7.1.  Eligibility.  Subject  to the Award  Limit,  Restricted  Stock may be
awarded to any Officer or Employee who the  Committee  determines is an Officer,
Key Employee or any Consultant who the Committee  determines should receive such



                                       13
<PAGE>

an Award.  Each  Independent  Director shall be eligible to be granted shares of
Restricted Stock at the times and in the manner set forth in Section 7.3.

     7.2.  Award of Restricted  Stock to Officers,  Employees,  Consultants  and
Directors.

     (a) The Committee may from time to time, in its absolute discretion:

     (i) Determine  which  Employees are Key Employees and select from among the
Officers,   Key  Employees,   Consultants  and  Directors  (including  Officers,
Employees,  Consultants or Directors who have  previously  received other awards
under the Plan)  such of them as in its  opinion  should be  awarded  Restricted
Stock; and

     (ii) Determine the purchase  price,  if any, and other terms and conditions
applicable to such Restricted Stock, consistent with the Plan.

     (b) The Committee  shall  establish the purchase price, if any, and form of
payment for Restricted Stock; provided,  however, that such purchase price shall
be no less  than the par  value of the  Common  Stock  to be  purchased,  unless
otherwise  permitted by applicable state law. In all cases, legal  consideration
shall be required for each issuance of Restricted Stock.

     (c) Upon the  selection  of an Officer,  key Employee or  Consultant  to be
awarded  Restricted  Stock,  the Committee  shall  instruct the Secretary of the
Company to issue such  Restricted  Stock and may impose such  conditions  on the
issuance of such Restricted Stock as it deems appropriate.

     7.3. [Omitted.]

     7.4. Rights as  Shareholders.  Subject to Section 7.5, upon delivery of the
shares of  Restricted  Stock to the escrow  holder  pursuant to Section 7.7, the
Holder  shall have,  unless  otherwise  provided by the  Administrator,  all the
rights of a shareholder with respect to said shares, subject to the restrictions
in his or her Award Agreement,  including the right to receive all dividends and
other distributions paid or made with respect to the shares; provided,  however,
that in the discretion of the  Administrator,  any  extraordinary  distributions
with respect to the Common Stock shall be subject to the  restrictions set forth
in Section 7.5.

     7.5.  Restriction.  Except as otherwise provided in Section 7.3, all shares
of  Restricted  Stock issued under the Plan  (including  any shares  received by
holders thereof with respect to shares of Restricted  Stock as a result of stock
dividends,  stock splits or any other form of  recapitalization)  shall,  in the
terms of each individual Award Agreement, be subject to such restrictions as the
Administrator shall provide, which restrictions may include, without limitation,
restrictions concerning voting rights and transferability and restrictions based
on duration of employment or service with the Company,  Company  performance and
individual performance;  provided,  however, that, except with respect to shares
of Restricted  Stock  granted to Section  162(m)  Participants,  by action taken
after the Restricted Stock is issued,  the Administrator  may, on such terms and



                                       14
<PAGE>

conditions  as it may  determine  to be  appropriate,  remove  any or all of the
restrictions  imposed by the terms of the Award Agreement.  Restricted Stock may
not be sold or encumbered until all restrictions are terminated or expire. If no
consideration  was paid by the  Holder  upon  issuance,  a  Holder's  rights  in
unvested  Restricted  Stock  shall  lapse,  and such  Restricted  Stock shall be
surrendered to the Company without consideration, upon Termination of Employment
or,  if   applicable,   upon   Termination  of  Consultancy  or  Termination  of
Directorship with the Company.  Notwithstanding the foregoing, the Administrator
in its sole and absolute discretion may provide that such rights shall not lapse
in the event of a Termination of Employment  following a "change of ownership or
control" (within the meaning of Treasury Regulation Section 1.162-27(e)(2)(v) or
any  successor  regulation  thereto) of the  Company or because of the  Holder's
death or  disability;  provided,  further,  except  with  respect  to  shares of
Restricted Stock granted to Section 162(m)  Participants,  the  Administrator in
its sole and  absolute  discretion  may provide  that no such lapse or surrender
shall  occur  in the  event  of a  Termination  of  Employment,  Termination  of
Consultancy,  or  Termination  of  Directorship,  without cause or following any
change in control of the  Company or  because  of the  Holder's  retirement,  or
otherwise.

     7.6. Repurchase of Restricted Stock. The Administrator shall provide in the
terms of each  individual  Award Agreement that the Company shall have the right
to repurchase from the Holder the Restricted  Stock then subject to restrictions
under the Award  Agreement  immediately  upon a Termination of Employment or, if
applicable,  upon a Termination of  Consultancy or Termination of  Directorship,
between the Holder and the Company, at a cash price per share equal to the price
paid, if any, by the Holder for such Restricted Stock;  provided,  however, that
the  Administrator in its sole and absolute  discretion may provide that no such
right of  repurchase  shall exist in the event of a  Termination  of  Employment
following a "change of  ownership  or  control"  (within the meaning of Treasury
Regulation Section 1.162-27(e)(2)(v) or any successor regulation thereto) of the
Company or because of the Holder's death or disability; provided, further, that,
except with  respect to shares of  Restricted  Stock  granted to Section  162(m)
Participants,  the Administrator in its sole and absolute discretion may provide
that no such right of repurchase  shall exist in the event of a  Termination  of
Employment,  Termination of Consultancy or Termination of Directorship,  without
cause or  following  any  change in  control  of the  Company  or because of the
Holder's retirement, or otherwise.

     7.7.  Escrow.  The  Secretary of the Company or such other escrow holder as
the  Administrator may appoint shall retain physical custody of each certificate
representing  Restricted Stock until all of the  restrictions  imposed under the
Award Agreement with respect to the shares evidenced by such certificate  expire
or shall have been removed.  With respect to shares of Restricted  Stock granted
or awarded to the Company's  Officers,  Employees,  Consultants  and Independent
Directors, upon the expiration or removal of such restrictions, the Secretary of
the Company,  or other escrow  holder,  shall transfer the shares to the Holder.
With respect to shares of Restricted Stock granted to a Subsidiary's Officers or
Employees, upon the expiration or removal of such restrictions, the Secretary of
the  Company,  or  other  escrow  holder,  shall  transfer  the  shares  to  the
Subsidiary.  As soon as  practicable  after the  receipt  of such  shares by the
Subsidiary,  the  Subsidiary  shall  transfer  such  shares to the Holder for no
additional consideration.

     7.8. Legend.  In order to enforce the  restrictions  imposed upon shares of
Restricted Stock hereunder, the Administrator shall cause a legend or legends to



                                       15
<PAGE>

be placed on certificates  representing  all shares of Restricted Stock that are
still subject to restrictions  under Award  Agreements,  which legend or legends
shall make appropriate reference to the conditions imposed thereby.

     7.9.  Section  83(b). A Holder may not make an election under Section 83(b)
of the Code with  respect to any share of  Restricted  Stock  granted or awarded
hereunder  without  the consent of the  Company,  which the Company may grant or
withhold in its sole discretion.

                                  ARTICLE VIII.

                    PERFORMANCE AWARDS, DIVIDEND EQUIVALENTS,
                         DEFERRED STOCK, STOCK PAYMENTS

     8.1.  Eligibility.  Subject  to the Award  Limit,  one or more  Performance
Awards, Dividend Equivalents, awards of Deferred Stock and/or Stock Payments may
be granted to any  Officer  or  Employee  whom the  Committee  determines  is an
Officer,  Key Employee or any Consultant  whom the Committee  determines  should
receive such an Award.

     8.2. Performance Awards.

     (a) Any Officer,  Key Employee or Consultant  selected by the Committee may
be granted one or more Performance  Awards. The value of such Performance Awards
may be subject to the achievement of performance  goals which are related to any
one or more of the Performance  Criteria or other specific  performance criteria
determined  appropriate  by the  Committee,  in each case on a specified date or
dates or over any period or periods determined by the Committee.  In making such
determinations,  the Committee  shall  consider  (among such other factors as it
deems  relevant  in light of the  specific  type of  award)  the  contributions,
responsibilities  and other compensation of the particular Officer, Key Employee
or Consultant.

     (b) Without  limiting Section 8.2(a),  the Committee may grant  Performance
Awards to any Section  162(m)  Participant  in the form of a cash bonus  payable
upon the attainment of objective  performance goals which are established by the
Committee and relate to one or more of the Performance Criteria, in each case on
a  specified  date or dates or over any  period  or  periods  determined  by the
Committee.  Any such  bonuses  paid to 162(m)  Participants  shall be based upon
objectively  determinable  bonus  formulas  established  in accordance  with the
provisions of Section 3.2. The maximum amount of any  Performance  Award payable
to a Section 162(m)  Participant  under this Section 8.2(b) shall not exceed the
Award Limit with respect to any calendar year of the Company.  Unless  otherwise
specified by the Committee at the time of grant,  the Performance  Criteria with
respect to a Performance Award payable to a Section 162(m)  Participant shall be
determined on the basis of generally accepted accounting principles.

     8.3. Dividend Equivalents.

     (a) Any Officer,  Key Employee or Consultant  selected by the Committee may
be granted Dividend Equivalents based on the dividends declared on Common Stock,




                                       16
<PAGE>

to be credited as of dividend payment dates,  during the period between the date
a Stock Appreciation Right,  Deferred Stock or Performance Award is granted, and
the date such Stock Appreciation  Right,  Deferred Stock or Performance Award is
exercised,  vests or expires,  as  determined  by the  Committee.  Such Dividend
Equivalents  shall be converted to cash or additional  shares of Common Stock by
such  formula  and at  such  time  and  subject  to such  limitations  as may be
determined by the Committee.

     (b) Any  Holder of an Option  who is an  Officer,  Employee  or  Consultant
selected  by the  Committee  may be granted  Dividend  Equivalents  based on the
dividends declared on Common Stock, to be credited as of dividend payment dates,
during  the  period  between  the date an Option is  granted,  and the date such
Option is exercised,  vests or expires,  as determined  by the  Committee.  Such
Dividend  Equivalents  shall be converted to cash or additional shares of Common
Stock by such formula and at such time and subject to such limitations as may be
determined by the Committee.

     (c) Any Holder of an Option who is an Independent  Director selected by the
Board may be granted  Dividend  Equivalents  based on the dividends  declared on
Common Stock,  to be credited as of dividend  payment  dates,  during the period
between  the date an Option is granted  and the date such  Option is  exercised,
vests or expires, as determined by the Board. Such Dividend Equivalents shall be
converted  to cash or  additional  shares of Common Stock by such formula and at
such time and subject to such limitations as may be determined by the Board.

     (d) Dividend  Equivalents  granted  with respect to Options  intended to be
qualified  performance-based  compensation for purposes of Section 162(m) of the
Code shall be payable,  with  respect to  pre-exercise  periods,  regardless  of
whether such Option is subsequently exercised.

     8.4. Stock Payments.  Any Officer,  Key Employee or Consultant  selected by
the Committee may receive Stock Payments in the manner  determined  from time to
time by the Committee. The number of shares shall be determined by the Committee
and may be based upon the  Performance  Criteria or other  specific  performance
criteria  determined  appropriate by the Committee,  determined on the date such
Stock Payment is made or on any date thereafter.

     8.5.  Deferred Stock. Any Officer,  Key Employee or Consultant  selected by
the Committee may be granted an award of Deferred Stock in the manner determined
from time to time by the Committee. The number of shares of Deferred Stock shall
be determined by the Committee and may be linked to the Performance  Criteria or
other  specific  performance  criteria  determined  to  be  appropriate  by  the
Committee,  in each  case on a  specified  date or dates or over any  period  or
periods  determined by the Committee.  Common Stock  underlying a Deferred Stock
award will not be issued until the Deferred Stock award has vested,  pursuant to
a  vesting  schedule  or  performance  criteria  set  by the  Committee.  Unless
otherwise  provided by the  Committee,  a Holder of Deferred Stock shall have no
rights as a Company  shareholder  with respect to such Deferred Stock until such
time as the Award has vested and the Common Stock  underlying the Award has been
issued.





                                       17
<PAGE>

     8.6. Term. The term of a Performance Award,  Dividend Equivalent,  award of
Deferred  Stock  and/or  Stock  Payment  shall  be set by the  Committee  in its
discretion.

     8.7.  Exercise or Purchase Price.  The Committee may establish the exercise
or purchase  price of a Performance  Award,  shares of Deferred  Stock or shares
received as a Stock  Payment;  provided,  however,  that such price shall not be
less than the par value of a share of Common Stock,  unless otherwise  permitted
by applicable state law.

     8.8. Exercise Upon Termination of Employment; Termination of Consultancy. A
Performance  Award,  Dividend  Equivalent,  award of Deferred Stock and/or Stock
Payment is exercisable or payable only while the Holder is an Officer, Employee,
or Consultant, as applicable;  provided,  however, that the Administrator in its
sole and absolute  discretion may provide that the Performance  Award,  Dividend
Equivalent,  award of Deferred  Stock and/or  Stock  Payment may be exercised or
paid subsequent to a Termination of Employment following a "change of control or
ownership"  (within the meaning of Section  1.162-27(e)(2)(v)  or any  successor
regulation thereto) of the Company; provided,  further, that except with respect
to Performance Awards granted to Section 162(m) Participants,  the Administrator
in its sole and absolute  discretion may provide that Performance  Awards may be
exercised or paid  following a Termination  of  Employment  or a Termination  of
Consultancy  without cause, or following a change in control of the Company,  or
because of the Holder's retirement, death or disability, or otherwise.

     8.9. Form of Payment. Payment of the amount determined under Section 8.2 or
8.3  above  shall be in cash,  in  Common  Stock or a  combination  of both,  as
determined by the  Committee.  To the extent any payment under this Article VIII
is effected in Common  Stock,  it shall be made subject to  satisfaction  of all
provisions of Section 6.4.

                                   ARTICLE IX.

                            STOCK APPRECIATION RIGHTS

     9.1. Grant of Stock Appreciation  Rights. A Stock Appreciation Right may be
granted to any Officer, key Employee or Consultant selected by the Committee.  A
Stock  Appreciation  Right may be granted (a) in connection  and  simultaneously
with the grant of an Option, (b) with respect to a previously granted Option, or
(c)  independent of an Option.  A Stock  Appreciation  Right shall be subject to
such terms and conditions not inconsistent  with the Plan as the Committee shall
impose and shall be evidenced by an Award Agreement.

     9.2. Coupled Stock Appreciation Rights.

     (a) A Coupled  Stock  Appreciation  Right  ("CSAR")  shall be  related to a
particular  Option  and shall be  exercisable  only when and to the  extent  the
related Option is exercisable.

     (b) A CSAR may be  granted  to the  Holder  for no more than the  number of
shares subject to the simultaneously or previously granted Option to which it is
coupled.



                                       18
<PAGE>

     (c) A CSAR shall  entitle the Holder (or other person  entitled to exercise
the Option  pursuant  to the Plan) to  surrender  to the Company  unexercised  a
portion of the Option to which the CSAR relates (to the extent then  exercisable
pursuant to its terms) and to receive  from the Company in exchange  therefor an
amount  determined by  multiplying  the difference  obtained by subtracting  the
Option  exercise  price from the Fair Market Value of a share of Common Stock on
the date of  exercise  of the CSAR by the number of shares of Common  Stock with
respect to which the CSAR shall have been exercised,  subject to any limitations
the Committee may impose.

     9.3. Independent Stock Appreciation Rights.

     (a) An Independent Stock  Appreciation Right ("ISAR") shall be unrelated to
any  Option  and  shall  have a term  set by the  Committee.  An ISAR  shall  be
exercisable in such  installments as the Committee may determine.  An ISAR shall
cover such number of shares of Common Stock as the Committee may determine.  The
exercise  price per share of Common  Stock  subject to each ISAR shall be set by
the  Committee.  An ISAR is  exercisable  only while the  Holder is an  Officer,
Employee or Consultant; provided, that the Committee may determine that the ISAR
may be exercised  subsequent to  Termination  of Employment  or  Termination  of
Consultancy  without cause, or following a change in control of the Company,  or
because of the Holder's retirement, death or disability, or otherwise.

     (b) An ISAR shall entitle the Holder (or other person  entitled to exercise
the ISAR  pursuant  to the Plan) to exercise  all or a specified  portion of the
ISAR (to the extent then exercisable  pursuant to its terms) and to receive from
the Company an amount  determined  by  multiplying  the  difference  obtained by
subtracting  the exercise price per share of the ISAR from the Fair Market Value
of a share of Common  Stock on the date of exercise of the ISAR by the number of
shares of Common Stock with respect to which the ISAR shall have been exercised,
subject to any limitations the Committee may impose.

     9.4. Payment and Limitations on Exercise.

     (a) Payment of the amounts determined under Section 9.2(c) and 9.3(b) above
shall be in cash, in Common Stock (based on its Fair Market Value as of the date
the  Stock  Appreciation  Right is  exercised)  or a  combination  of  both,  as
determined  by the  Committee.  To the extent such payment is effected in Common
Stock it shall be made subject to  satisfaction of all provisions of Section 6.4
above pertaining to Options.

     (b) Holders of Stock Appreciation Rights may be required to comply with any
timing or other  restrictions  with respect to the  settlement  or exercise of a
Stock  Appreciation  Right,  including  a  window-period  limitation,  as may be
imposed in the discretion of the Committee.



                                       19
<PAGE>

                                   ARTICLE X.

                                 ADMINISTRATION

     10.1.  Compensation  Committee.  The  Compensation  Committee  (or  another
committee or a subcommittee of the Board assuming the functions of the Committee
under the  Plan)  shall  consist  solely  of two or more  Independent  Directors
appointed by and holding  office at the  pleasure of the Board,  each of whom is
both a  "non-employee  director"  as  defined  by  Rule  16b-3  and an  "outside
director" for purposes of Section  162(m) of the Code.  Appointment of Committee
members shall be effective upon acceptance of appointment. Committee members may
resign at any time by delivering  written notice to the Board.  Vacancies in the
Committee may be filled by the Board.

     10.2. Duties and Powers of Committee. It shall be the duty of the Committee
to  conduct  the  general  administration  of the  Plan in  accordance  with its
provisions.  The  Committee  shall have the power to interpret  the Plan and the
Award Agreements, and to adopt such rules for the administration, interpretation
and application of the Plan as are consistent therewith, to interpret,  amend or
revoke any such rules and to amend any Award Agreement  provided that the rights
or  obligations of the Holder of the Award that is the subject of any such Award
Agreement  are not  affected  adversely.  Any such grant or award under the Plan
need not be the same with respect to each Holder. Any such  interpretations  and
rules with respect to  Incentive  Stock  Options  shall be  consistent  with the
provisions of Section 422 of the Code. In its absolute discretion, the Board may
at any time and from time to time  exercise any and all rights and duties of the
Committee  under the Plan except with respect to matters  which under Rule 16b-3
or Section 162(m) of the Code, or any  regulations  or rules issued  thereunder,
are  required  to be  determined  in  the  sole  discretion  of  the  Committee.
Notwithstanding  the  foregoing,  the full  Board,  acting by a majority  of its
members in office,  shall  conduct the general  administration  of the Plan with
respect  to  Options,  Dividend  Equivalents  and  Restricted  Stock  granted to
Independent Directors.

     10.3. Majority Rule;  Unanimous Written Consent. The Committee shall act by
a  majority  of its  members  in  attendance  at a meeting  at which a quorum is
present or by a memorandum or other written  instrument signed by all members of
the Committee.

     10.4. Compensation; Professional Assistance; Good Faith Actions. Members of
the Committee  shall receive such  compensation,  if any, for their  services as
members as may be determined by the Board.  All expenses and  liabilities  which
members of the Committee incur in connection with the administration of the Plan
shall be borne by the  Company.  The  Committee  may,  with the  approval of the
Board, employ attorneys, consultants,  accountants, appraisers, brokers or other
persons.  The  Committee,  the Company and the Company's  officers and Directors
shall be entitled to rely upon the advice,  opinions or  valuations  of any such
persons.  All actions taken and all  interpretations  and determinations made by
the  Committee  or the Board in good faith shall be final and  binding  upon all
Holders,  the  Company  and all other  interested  persons.  No  members  of the
Committee or Board shall be personally  liable for any action,  determination or
interpretation  made in good faith with  respect to the Plan or Awards,  and all
members of the Committee  and the Board shall be fully  protected by the Company
in respect of any such action, determination or interpretation.



                                       20
<PAGE>

     10.5.  Delegation of Authority to Grant Awards. The Committee may, but need
not,  delegate  from time to time some or all of its  authority  to grant Awards
under the Plan to a committee consisting of one or more members of the Committee
or of one or more officers of the Company; provided, however, that the Committee
may not  delegate  its  authority  to grant  Awards to  individuals  (a) who are
subject on the date of the grant to the  reporting  rules under Section 16(a) of
the  Exchange  Act,  (b) who are  Section  162(m)  Participants,  or (c) who are
officers of the Company who are delegated authority by the Committee  hereunder.
Any delegation  hereunder shall be subject to the  restrictions  and limits that
the Committee  specifies at the time of such  delegation of authority and may be
rescinded at any time by the Committee.  At all times,  any committee  appointed
under this  Section  10.5 shall serve in such  capacity  at the  pleasure of the
Committee.

                                   ARTICLE XI.

                            MISCELLANEOUS PROVISIONS

     11.1. Not Transferable.

     (a) Except as otherwise provided in Section 11.1(b):

     (i) No Award under the Plan may be sold,  pledged,  assigned or transferred
in any manner  other than by will or the laws of descent  and  distribution  or,
subject to the consent of the Administrator, pursuant to a DRO, unless and until
such Award has been  exercised,  or the shares  underlying  such Award have been
issued, and all restrictions applicable to such shares have lapsed.

     (ii) No Award or interest or right  therein  shall be liable for the debts,
contracts or  engagements  of the Holder or his or her successors in interest or
shall be subject to disposition by transfer, alienation,  anticipation,  pledge,
encumbrance, assignment or any other means whether such disposition be voluntary
or involuntary or by operation of law by judgment, levy, attachment, garnishment
or any other legal or  equitable  proceedings  (including  bankruptcy),  and any
attempted disposition thereof shall be null and void and of no effect, except to
the extent that such disposition is permitted by the preceding sentence.

     (iii)  During the  lifetime of the Holder,  only he or she may  exercise an
Option or other Award (or any portion  thereof)  granted to him or her under the
Plan,  unless it has been  disposed  of with the  consent  of the  Administrator
pursuant to a DRO. After the death of the Holder, any exercisable  portion of an
Option  or other  Award  may,  prior  to the  time  when  such  portion  becomes
unexercisable under the Plan or the applicable Award Agreement,  be exercised by
his or her personal representative or by any person empowered to do so under the
deceased  Holder's  will or  under  the  then  applicable  laws of  descent  and
distribution.

     (b)  Notwithstanding  Section  11.1(a),  in the case of Options  granted to
Independent  Directors,  an Optionee who is an Independent Director may transfer
an Option to a Permitted  Transferee (as defined below) subject to the following





                                       21
<PAGE>

terms and conditions:  (i) an Option transferred to a Permitted Transferee shall
not be assignable or transferable by the Permitted Transferee other than by will
or the laws of  descent  and  distribution  or,  subject  to the  consent of the
Administrator,  pursuant to a DRO;  (ii) any Option  which is  transferred  to a
Permitted  Transferee  shall  continue  to be  subject  to  all  the  terms  and
conditions of the Option as  applicable  to the original  Holder (other than the
ability to further transfer the Option);  and (iii) the Holder and the Permitted
Transferee shall execute any and all documents  requested by the  Administrator,
including,  without  limitation  documents  to (A)  confirm  the  status  of the
transferee  as a  Permitted  Transferee,  (B) satisfy  any  requirements  for an
exemption for the transfer under  applicable  federal and state  securities laws
and (C) evidence the  transfer.  Shares of Common Stock  acquired by a Permitted
Transferee  through the exercise of an Option have not been registered under the
Securities Act or any state securities act and may not be transferred,  nor will
any assignee or  transferee  thereof be recognized as an owner of such shares of
Common  Stock  for any  purpose,  unless  a  registration  statement  under  the
Securities  Act and any  applicable  state  securities  act with respect to such
shares shall then be in effect or unless the  availability  of an exemption from
registration with respect to any proposed transfer or disposition of such shares
shall be  established  to the  satisfaction  of  counsel  for the  Company.  For
purposes of this  Section  11.1(b),  "Permitted  Transferee"  shall  mean,  with
respect  to a Holder,  any child,  stepchild,  grandchild,  parent,  stepparent,
grandparent,  spouse,  former spouse,  sibling,  niece,  nephew,  mother-in-law,
father-in-law,  son-in-law,  daughter-in-law,  brother-in-law, or sister-in-law,
including  adoptive  relationships,  any person  sharing the Holder's  household
(other  than a tenant  or  employee),  a trust in which  these  persons  (or the
Holder)  control the  management of assets,  and any other entity in which these
persons (or the Holder) own more than fifty percent of the voting interests,  or
any other transferee  specifically  approved by the  Administrator  after taking
into  account  any  state  or  federal  tax or  securities  laws  applicable  to
transferable Options.

     11.2. Amendment, Suspension or Termination of the Plan. Except as otherwise
provided in this Section  11.2,  the Plan may be wholly or partially  amended or
otherwise modified,  suspended or terminated at any time or from time to time by
the Administrator (including,  but not limited to, an amendment to the number of
shares  that may be subject to future  awards of  Restricted  Stock  pursuant to
Section 7.3).  However,  without  approval of the Company's  shareholders  given
within 12 months before or after the action by the  Administrator,  no action of
the Administrator  may, except as provided in Section 11.3,  increase the limits
imposed in Section 2.1 on the maximum number of shares which may be issued under
the Plan. No amendment, suspension or termination of the Plan shall, without the
consent of the Holder, alter or impair any rights or obligations under any Award
theretofore  granted or awarded,  unless the Award itself otherwise expressly so
provides. No Awards may be granted or awarded during any period of suspension or
after  termination  of the Plan,  and in no event may any Award be granted under
the Plan after the first to occur of the following events:

     (a) The  expiration  of 10 years  from the date the Plan is  adopted by the
Board; or

     (b) The  expiration  of 10 years from the date the Plan is  approved by the
Company's shareholders under Section 11.4.



                                       22
<PAGE>

     11.3.  Changes in Common  Stock or Assets of the  Company,  Acquisition  or
Liquidation of the Company and Other Corporate Events.

     (a)  Subject  to  Section  11.3(e),  in the  event  that the  Administrator
determines that any dividend or other distribution (whether in the form of cash,
Common   Stock,   other   securities  or  other   property),   recapitalization,
reclassification,  stock split,  reverse  stock split,  reorganization,  merger,
consolidation,   split-up,  spin-off,  combination,   repurchase,   liquidation,
dissolution,  or  sale,  transfer,  exchange  or  other  disposition  of  all or
substantially  all of the assets of the Company,  or exchange of Common Stock or
other  securities  of the  Company,  issuance  of  warrants  or other  rights to
purchase  Common  Stock or other  securities  of the Company,  or other  similar
corporate transaction or event, in the Administrator's sole discretion,  affects
the Common Stock such that an adjustment is determined by the  Administrator  to
be  appropriate  in order to prevent  dilution or enlargement of the benefits or
potential  benefits intended to be made available under the Plan or with respect
to an  Award,  then  the  Administrator  shall,  in such  manner  as it may deem
equitable, adjust any or all of:

     (i) The number and kind of shares of Common Stock (or other  securities  or
property) with respect to which Awards may be granted or awarded (including, but
not limited to,  adjustments  of the  limitations  in Section 2.1 on the maximum
number  and kind of  shares  which may be issued  and  adjustments  of the Award
Limit);

     (ii) The number and kind of shares of Common Stock (or other  securities or
property) subject to outstanding Awards; and

     (iii) The grant or exercise price with respect to any Award.

     (b)  Subject  to  Sections  11.3(c)  and  11.3(e),  in  the  event  of  any
transaction or event described in Section 11.3(a) or any unusual or nonrecurring
transactions or events affecting the Company,  any affiliate of the Company,  or
the  financial  statements  of the  Company or any  affiliate,  or of changes in
applicable laws, regulations or accounting principles, the Administrator, in its
sole and  absolute  discretion,  and on such  terms and  conditions  as it deems
appropriate,  either by the terms of the Award or by action  taken  prior to the
occurrence of such  transaction  or event and either  automatically  or upon the
Holder's request,  is hereby authorized to take any one or more of the following
actions whenever the Administrator determines that such action is appropriate in
order to prevent  dilution or enlargement of the benefits or potential  benefits
intended to be made available  under the Plan or with respect to any Award under
the Plan, to facilitate  such  transactions  or events or to give effect to such
changes in laws, regulations or principles:

     (i) To provide  for either the  purchase of any such Award for an amount of
cash equal to the amount that could have been attained upon the exercise of such
Award or  realization  of the  Holder's  rights had such  Award  been  currently
exercisable  or payable or fully  vested or the  replacement  of such Award with
other rights or property selected by the Administrator in its sole discretion;





                                       23
<PAGE>

     (ii) To provide that the Award cannot vest, be exercised or become  payable
after such event;

     (iii) To provide  that such  Award  shall be  exercisable  as to all shares
covered thereby,  notwithstanding anything to the contrary in Section 5.3 or the
provisions of such Award;

     (iv) To provide  that such Award be assumed by the  successor  or  survivor
corporation,  or a parent or subsidiary  thereof, or shall be substituted for by
similar  options,  rights  or awards  covering  the  stock of the  successor  or
survivor  corporation,  or a parent  or  subsidiary  thereof,  with  appropriate
adjustments as to the number and kind of shares and prices; and

     (v) To make  adjustments  in the number and type of shares of Common  Stock
(or other  securities or property)  subject to  outstanding  Awards,  and in the
number and kind of outstanding  Restricted Stock or Deferred Stock and/or in the
terms and  conditions  of  (including  the  grant or  exercise  price),  and the
criteria included in, outstanding options, rights and awards and options, rights
and awards which may be granted in the future.

     (vi) To provide that,  for a specified  period of time prior to such event,
the  restrictions  imposed under an Award  Agreement  upon some or all shares of
Restricted  Stock or  Deferred  Stock  may be  terminated,  and,  in the case of
Restricted  Stock,  some or all shares of such Restricted  Stock may cease to be
subject to repurchase  under  Section 7.6 or forfeiture  under Section 7.5 after
such event.

     (c) Subject to Sections 11.3(e), 3.2 and 3.3, the Administrator may, in its
discretion,  include  such  further  provisions  and  limitations  in any Award,
agreement or certificate,  as it may deem equitable and in the best interests of
the Company.

     (d) With respect to Awards which are granted to Section 162(m) Participants
and are  intended to qualify as  performance-based  compensation  under  Section
162(m)(4)(C),  no adjustment or action  described in this Section 11.3 or in any
other  provision  of the Plan  shall  be  authorized  to the  extent  that  such
adjustment  or action would cause such Award to fail to so qualify under Section
162(m)(4)(C),  or any  successor  provisions  thereto.  No  adjustment or action
described in this  Section  11.3 or in any other  provision of the Plan shall be
authorized to the extent that such  adjustment or action would cause the Plan to
violate Section 422(b)(1) of the Code. Furthermore, no such adjustment or action
shall be  authorized  to the extent such  adjustment  or action  would result in
short-swing  profits  liability  under  Section  16  or  violate  the  exemptive
conditions of Rule 16b-3 unless the  Administrator  determines that the Award is
not to comply  with such  exemptive  conditions.  The number of shares of Common
Stock subject to any Award shall always be rounded to the next whole number.

     (e) The existence of the Plan,  the Award  Agreement and the Awards granted
hereunder  shall  not  affect or  restrict  in any way the right or power of the
Company or the  shareholders of the Company to make or authorize any adjustment,
recapitalization,  reorganization  or  other  change  in the  Company's  capital



                                       24
<PAGE>

structure or its business, any merger or consolidation of the Company, any issue
of stock or of  options,  warrants  or  rights  to  purchase  stock or of bonds,
debentures, preferred or prior preference stocks whose rights are superior to or
affect the Common Stock or the rights thereof or which are  convertible  into or
exchangeable for Common Stock, or the dissolution or liquidation of the company,
or any sale or  transfer  of all or any part of its assets or  business,  or any
other corporate act or proceeding, whether of a similar character or otherwise.

     11.4. Approval of Plan by Stockholders.  The Plan will be submitted for the
approval of the Company's  stockholders at the next annual shareholder's meeting
following the date of the Board's  initial  adoption of the Plan.  Awards may be
granted or awarded prior to such stockholder approval, provided that such Awards
shall not be  exercisable  nor shall such Awards vest prior to the time when the
Plan is approved by the shareholders, and provided further that if such approval
has not been  obtained  at the next  annual  shareholder's  meeting,  all Awards
previously  granted or awarded  under the Plan shall  thereupon  be canceled and
become null and void.  In addition,  if the Board  determines  that Awards other
than Options or Stock Appreciation Rights which may be granted to Section 162(m)
Participants  should  continue to be  eligible  to qualify as  performance-based
compensation  under Section  162(m)(4)(C) of the Code, the Performance  Criteria
must be disclosed to and approved by the  Company's  shareholders  no later than
the first  shareholder  meeting that occurs in the fifth year following the year
in  which  the  Company's  shareholders   previously  approved  the  Performance
Criteria.

     11.5. Tax Withholding.  The Company shall be entitled to require payment in
cash or  compensation  payable to each  Holder of any sums  required by federal,
state or local tax law to be withheld  with  respect to the  issuance,  vesting,
exercise or payment of any Award. The Administrator may in its discretion and in
satisfaction of the foregoing requirement allow such Holder to elect to have the
Company withhold shares of Common Stock otherwise  issuable under such Award (or
allow the return of shares of Common  Stock) having a Fair Market Value equal to
the sums  required to be withheld.  Notwithstanding  any other  provision of the
Plan, the number of shares of Common Stock which may be withheld with respect to
the  issuance,  vesting,  exercise  or  payment  of any  Award  (or which may be
repurchased from the Holder of such Award within six months after such shares of
Common  Stock were  acquired by the Holder from the Company) in order to satisfy
the Holder's  federal and state income and payroll tax liabilities  with respect
to the issuance,  vesting,  exercise or payment of the Award shall be limited to
the number of shares which have a Fair Market  Value on the date of  withholding
or repurchase  equal to the aggregate  amount of such  liabilities  based on the
minimum statutory withholding rates for federal and state tax income and payroll
tax purposes that are applicable to such supplemental taxable income.

     11.6.  Restrictions on Awards. This Plan shall be interpreted and construed
in a manner  consistent  with the  Company's  intended  status as a real  estate
investment trust ("REIT"), within the meaning of Sections 856 through 860 of the
Code. No Award shall be granted or awarded, and with respect to an Award already
granted  under  the  Plan,  such  Award  shall  not  vest,  or  be  exercisable,
distributable or payable:

     (a) to the extent such Award could cause the Holder to be in  violation  of
the Ownership Limit; or





                                       25
<PAGE>

     (b) if, in the discretion of the Administrator, such Award could impair the
Company's status as a REIT.

     11.7.  Loans. To the extent  permitted under  applicable law, the Committee
may, in its discretion, extend one or more loans to Officers or key Employees in
connection with the exercise or receipt of an Award granted or awarded under the
Plan,  or the issuance of Restricted  Stock or Deferred  Stock awarded under the
Plan; provided,  however, that no such loan shall be an extension or maintenance
of credit,  an  arrangement  for the  extension  of  credit,  or a renewal of an
extension  of credit in the form of a personal  loan to or for any  Director  or
executive  officer of the Company  that is  prohibited  by Section  13(k) of the
Exchange Act or other  applicable law. The terms and conditions of any such loan
shall be set by the Committee.

     11.8. Forfeiture Provisions. Pursuant to its general authority to determine
the terms and conditions  applicable to Awards under the Plan, the Administrator
shall have the right to provide,  in the terms of Awards made under the Plan, or
to require a Holder to agree by  separate  written  instrument,  that (a)(i) any
proceeds, gains or other economic benefit actually or constructively received by
the Holder upon any  receipt or  exercise  of the Award,  or upon the receipt or
resale of any Common Stock  underlying  the Award,  must be paid to the Company,
and (ii) the Award  shall  terminate  and any  unexercised  portion of the Award
(whether  or not  vested)  shall  be  forfeited,  if  (b)(i)  a  Termination  of
Employment,  Termination of Consultancy  or Termination of  Directorship  occurs
prior to a specified date, or within a specified time period  following  receipt
or exercise of the Award,  or (ii) the Holder at any time, or during a specified
time period,  engages in any activity in competition with the Company,  or which
is inimical,  contrary or harmful to the  interests  of the Company,  as further
defined  by the  Administrator  or (iii)  the  Holder  incurs a  Termination  of
Employment, Termination of Consultancy or Termination of Directorship for cause.

     11.9.  Effect of Plan Upon Options and Compensation  Plans. The adoption of
the Plan shall not affect any other  compensation  or incentive  plans in effect
for the Company or any  Subsidiary.  Nothing in the Plan shall be  construed  to
limit the right of the Company (a) to establish any other forms of incentives or
compensation for Officers, Employees, Directors or Consultants of the Company or
any  Subsidiary,  or (b) to grant or assume  options  or other  rights or awards
otherwise than under the Plan in connection  with any proper  corporate  purpose
including  but not by way of  limitation,  the grant or assumption of options in
connection with the acquisition by purchase,  lease,  merger,  consolidation  or
otherwise,  of the business,  stock or assets of any  corporation,  partnership,
limited liability company, firm or association.

     11.10.  Compliance  with Laws. The Plan, the granting and vesting of Awards
under the Plan and the  issuance  and delivery of shares of Common Stock and the
payment of money under the Plan or under Awards granted or awarded hereunder are
subject to  compliance  with all  applicable  federal and state laws,  rules and
regulations  (including but not limited to state and federal  securities law and
federal margin requirements) and to such approvals by any listing, regulatory or
governmental  authority  as may, in the opinion of counsel for the  Company,  be
necessary or advisable in connection  therewith.  Any securities delivered under
the Plan shall be subject to such  restrictions,  and the person  acquiring such


                                       26
<PAGE>

securities  shall,  if  requested by the Company,  provide such  assurances  and
representations to the Company as the Company may deem necessary or desirable to
assure  compliance  with  all  applicable  legal  requirements.  To  the  extent
permitted by applicable  law, the Plan and Awards  granted or awarded  hereunder
shall be deemed amended to the extent  necessary to conform to such laws,  rules
and regulations.

     11.11. Titles.  Titles are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of the Plan.

     11.12.  Governing  Law.  The Plan  and any  agreements  hereunder  shall be
administered,  interpreted  and enforced under the internal laws of the State of
Maryland without regard to conflicts of laws thereof.

                                  ARTICLE XII.

             SPECIAL PROVISIONS RELATED TO SECTION 409 OF THE CODE.

     12.1. Compliance with Section 409.  Notwithstanding anything in the Plan or
in any Award Agreement to the contrary, to the extent that any amount or benefit
that would constitute "deferred compensation" for purposes of Section 409 of the
Code would  otherwise  be payable or  distributable  under the Plan or any Award
Agreement by reason of the occurrence of a change in control of the Company,  or
because of the Holder's disability,  or separation from service,  such amount or
benefit  will not be  payable or  distributable  to the Holder by reason of such
circumstance unless (i) the circumstances giving rise to such change of control,
disability  or  separation  from service meet the  description  or definition of
"change in control  event",  "disability" or "separation  from service",  as the
case  may be,  in  Section  409 of the  Code and  applicable  proposed  or final
regulations, or (ii) the payment or distribution of such amount or benefit would
be  exempt  from the  application  of  Section  409 of the Code by reason of the
short-term deferral exemption or otherwise. This provision does not prohibit the
vesting  of any  Award or the  vesting  of any  right  to  eventual  payment  or
distribution of any amount or benefit under the Plan or any Award Agreement.

     12.2. Amendments in Violation of Section 409.  Notwithstanding  anything in
the Plan or in any Award Agreement to the contrary,  to the extent  necessary to
avoid the  application  of Section 409 of the Code,  (i) the  Committee  may not
amend an outstanding Option, Stock Appreciation Right or similar Award to extend
the time to  exercise  such Award  beyond the later of the 15th day of the third
month following the date at which, or December 31 of the calendar year in which,
the Award would otherwise have expired if the Award had not been extended, based
on the terms of the Award at the original  grant date under the Award  Agreement
(the "Safe Harbor Extension  Period"),  and (ii) any purported  extension of the
exercise period of an outstanding  Award beyond the Safe Harbor Extension Period
shall be deemed to be an amendment to the last day of the Safe Harbor  Extension
Period and no later.

                                      * * *



                                       27
<PAGE>

     I hereby  certify that the foregoing  Plan was duly adopted by the Board of
Directors of GTJ REIT, Inc. on June 11, 2007.

Executed on the 24th day of April, 2008.

                                        /s/ Douglas A. Cooper
                                        -------------------------------
                                        Secretary

                                                                 * * *

     I hereby certify that the foregoing  Plan was approved by the  stockholders
of GTJ REIT, Inc. on February 7, 2008.

Executed on this 24th day of April, 2008.

                                        /s/ Douglas A. Cooper
                                        --------------------------------
                                        Secretary





















                                       28