Exhibit 4.8

                             SF HOLDINGS GROUP, INC.
                              SHARE INCENTIVE PLAN

     1. Purpose.
        -------
                  The SF Holdings Group,  Inc. Share Incentive Plan (the "Plan")
is intended to provide incentives which will attract, retain and motivate highly
competent persons as full-time, salaried employees, directors and consultants of
SF Holdings  Group,  Inc. (the  "Company")  and of any Subsidiary (as defined in
Section 6(d) below) or affiliate,  direct or indirect, now existing or hereafter
formed or  acquired,  by  providing  them  opportunities  to  acquire  shares of
non-voting  Class D common  stock,  par value  $.001 per share,  of the  Company
("Common  Stock") or to  receive  monetary  payments  based on the value of such
shares   pursuant  to  the  Benefits  (as  defined  below)   described   herein.
Furthermore,  the Plan is intended to assist in aligning  the  interests  of the
Company's full-time, salaried employees, directors and consultants with those of
its stockholders.

     2. Administration.
        --------------

                  (a)  The  Plan   will be  administered  by  a  committee  (the
"Committee")  appointed  by the Board of Directors of the Company from among its
members  (which  may be the  Company's  Compensation  Committee)  and  shall  be
comprised,  unless otherwise determined by the Board of Directors, solely of not
less than two  members  who shall be (i)  "Non-Employee  Directors"  within  the
meaning  of Rule  16b-3(b)(3)  (or any  successor  rule)  promulgated  under the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act") and (ii)
"outside   directors"  within  the  meaning  of  Treasury   Regulation   Section
1.162-27(e)(3)  under  Section  162(m) of the Internal  Revenue Code of 1986, as
amended  (the  "Code").  The  Committee  shall  be  authorized,  subject  to the
provisions  of the Plan,  to establish  such rules and  regulations  as it deems
necessary  for  the  proper   administration  of  the  Plan  and  to  make  such
determinations  and  interpretations  and to take such action in connection with
the Plan and any Benefits granted  hereunder as it deems necessary or advisable.
All  determinations and  interpretations  made by the Committee shall be binding
and conclusive on all participants and their legal representatives. No member of
the Committee shall be liable for any act or failure to act hereunder, except in
circumstances involving his or her willful misconduct, or for any act or failure
to act  hereunder  by any  other  member  or by any  agent  to  whom  duties  in
connection with the administration of the Plan have been delegated.  The Company
shall  indemnify  members of the Committee and any agent of the Committee who is
an employee of the Company,  a Subsidiary or an  affiliate,  direct or indirect,
against any and all  liabilities  or expenses to which they may be  subjected by
reason of any act or  failure to act with  respect to their  duties on behalf of
the Plan, except in circumstances involving such person's willful misconduct.

                  (b) The Committee may  delegate to one or more of its members,
or to one or more agents, such  administrative  duties as it may deem advisable,
and the Committee,  or any person to whom it has delegated  duties as aforesaid,
may  employ  one  or  more  persons  to  render   advice  with  respect  to  any
responsibility  the  Committee  or such  person  may have  under the  Plan.  The
Committee may employ such legal or other counsel,  consultants  and agents as it
may deem  desirable  for the  administration  of the Plan and may rely  upon any
opinion or  computation  received  from any such  counsel,  consultant or agent.
Expenses incurred by the Committee in the engagement of such counsel, consultant
or agent shall be paid by the Company,  or the  Subsidiary  or  affiliate  whose
employees have benefited from the Plan, as determined by the Committee.

     3. Participants.
        ------------
                  Participants   will  consist  of  such   full-time,   salaried
employees,  directors  and  consultants  of the  Company  or any  Subsidiary  or
affiliate,  direct  or  indirect,  as  the  Committee  in  its  sole  discretion
determines  to be in a position  to have an impact  upon the  success and future
growth and  profitability  of the Company and whom the  Committee  may designate
from  time to  time  to  receive  Benefits  under  the  Plan.  Designation  of a
participant in any year shall not require the Committee to designate such person
to receive a Benefit in any other year or, once designated,  to receive the same
type or amount of Benefits as granted to the  participant in any other year. The
Committee  shall  consider  such  factors  as it

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deems pertinent in selecting participants and in determining the type and amount
of their respective Benefits.

     4. Type of Benefits.
        ----------------
                  Benefits  under  the  Plan  may  be  granted  in  any one or a
combination  of (a) Stock  Options,  (b) Stock  Appreciation  Rights,  (c) Stock
Awards, (d) Performance Awards and (e) Stock Units (each as described below and,
collectively, the "Benefits"). Stock Awards, Performance Awards, and Stock Units
may,  as   determined   by  the   Committee   in  its   discretion,   constitute
Performance-Based  Awards, as described in Section 11 hereof.  Benefits shall be
evidenced  by  agreements  (which  need not be  identical)  in such forms as the
Committee may from time to time approve; provided, however, that in the event of
any conflict  between the  provisions of the Plan and any such  agreements,  the
provisions of the Plan shall prevail.

     5. Common Stock Available Under the Plan.
        -------------------------------------

                  (a)  The  aggregate  number of shares of Common Stock that may
be subject to Benefits, including Stock Options, granted under the Plan shall be
95,995 shares of Common Stock,  which may be authorized and unissued or treasury
shares,  subject to any  adjustments  made in accordance with Section 13 hereof.
The maximum  number of shares of Common Stock with respect to which Benefits may
be granted or measured to any individual  participant  under the Plan during the
term of the Plan shall not exceed  9,600;  provided,  however,  that the maximum
number of shares of Common Stock with  respect to which Stock  Options and Stock
Appreciation  Rights may be granted to an individual  participant under the Plan
during  the term of the Plan shall not  exceed  9,600 (in each case,  subject to
adjustments  made in  accordance  with Section 13 hereof).  Any shares of Common
Stock subject to a Stock Option or Stock Appreciation Right which for any reason
is cancelled or terminated  without having been exercised,  any shares of Common
Stock  subject to Stock  Awards,  Performance  Awards or Stock  Units  which are
forfeited,  any shares of Common Stock subject to Performance  Awards settled in
cash or any  shares of Common  Stock  delivered  to the  Company as part or full
payment for the  exercise of a Stock  Option or Stock  Appreciation  Right shall
again be available for Benefits under the Plan.

                  (b)  Pursuant  to  the  terms  of  the  Company's  Amended and
Restated  Certificate  of  Incorporation,   as  amended,  immediately  following
consummation  of an  underwritten  initial  public  offering of shares of common
stock of the Company,  the Common  Stock may be converted  into shares of voting
stock of the Company.

     6. Stock Options.
        -------------
                   The  Committee  may,  in  its discretion, grant Stock Options
to participants  at any time and from time to time.  Stock Options shall consist
of awards  that will  enable the holder to purchase a number of shares of Common
Stock at set  terms  and  conditions.  Stock  Options  may be  "incentive  stock
options"  ("Incentive Stock Options"),  within the meaning of Section 422 of the
Code,  or  Stock  Options  which  do  not  constitute  Incentive  Stock  Options
("Nonqualified  Stock Options").  The Committee will have the authority to grant
to any  participant  one or more  Incentive  Stock Options,  Nonqualified  Stock
Options,  or both types of Stock  Options  (in each case with or  without  Stock
Appreciation  Rights).  Each  Stock  Option  shall be  subject to such terms and
conditions  consistent  with the Plan as the  Committee  may impose from time to
time, subject to the following limitations:

                  (a)  Exercise Price. Each Stock Option granted hereunder shall
                       --------------
have such per-share exercise price as the Committee may determine at the date of
grant; subject to subsection (d) below.

                  (b)  Payment of Exercise Price.  The  Stock  Option   exercise
                       -------------------------
price  may be  paid in cash  or,  in the  discretion  of the  Committee,  by the
delivery of shares of Common Stock of the Company then owned by the participant,
by the  withholding  of  shares of  Common  Stock  for  which a Stock  Option is
exercisable,  by  delivering  to  the  Secretary  of  the  Company  an  executed
promissory  note  (or  such  other  form  of  indebtedness)  on such  terms  and
conditions  as the Committee  shall  determine in its sole  discretion,  or by a
combination  of these methods.  In the discretion of the Committee,  payment may
also be made by delivering a properly  executed exercise notice to the Secretary
of the Company  together with a copy of

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irrevocable  instructions  to a broker to deliver  promptly  to the  Company the
amount of sale or loan proceeds to pay the exercise  price.  To  facilitate  the
foregoing, the Company may enter into agreements for coordinated procedures with
one or more  brokerage  firms.  The  Committee may prescribe any other method of
paying the exercise  price that it determines to be consistent  with  applicable
law and the purpose of the Plan, including,  without limitation,  in lieu of the
exercise of a Stock Option by delivery of shares of Common Stock then owned by a
participant,  providing the Company with a notarized  statement attesting to the
number of shares owned,  where,  upon  verification by the Company,  the Company
would issue to the  participant  only the number of incremental  shares to which
the  participant  is entitled upon exercise of the Stock Option.  In determining
which methods a participant may utilize to pay the exercise price, the Committee
may consider such factors as it determines are appropriate.

                  (c)  Exercise Period.  Stock  Options  granted  under the Plan
                       ---------------
shall be  exercisable  at such  time or times  and  subject  to such  terms  and
conditions as shall be determined by the Committee;  provided,  however, subject
to subsection (d) below,  that no Stock Option shall be  exercisable  later than
ten years  after the date it is granted  except in the event of a  participant's
death,  in which case, the exercise period of such  participant's  Stock Options
may be  extended  beyond  such  period  but no later  than one  year  after  the
participant's death. All Stock Options shall terminate at such earlier times and
upon such conditions or  circumstances  as the Committee shall in its discretion
set forth in such option agreement at the date of grant.

                  (d)  Limitations on Incentive Stock Options.  Incentive  Stock
                       --------------------------------------
Options may be granted only to participants  who are employees of the Company or
a Subsidiary (as defined in Section 424(f) of the Code) or Parent (as defined in
Section  424(e) of the Code) of the Company at the date of grant.  The aggregate
Fair Market  Value  (determined  as of the date the  Incentive  Stock  Option is
granted) 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
all option plans of the Company) shall not exceed $100,000.  For purposes of the
preceding  sentence,  Incentive  Stock Options will be taken into account in the
order in which they are granted.  The per share  exercise  price of an Incentive
Stock  Option shall not be less than 100% of the Fair Market Value of the Common
Stock on the date of grant, and no Incentive Stock Option may be exercised later
than ten years after the date on which it is granted;  provided,  however,  that
Incentive Stock Options may not be granted to any  participant  who, at the time
of grant,  owns stock possessing (after the application of the attribution rules
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 of the
Company,  unless the  exercise  price is fixed at not less than 110% of the Fair
Market  Value of the Common  Stock as of the date of grant and the  exercise  of
such option is prohibited  by its terms after the  expiration of five years from
the date of grant of such Stock  Option.  The method of payment of the  exercise
price of an Incentive  Stock Option shall be determined at the date of grant and
specified in the award agreement.

     7. Stock Appreciation  Rights.
        --------------------------
                   The    Committee    may,    in    its    discretion,    grant
Stock Appreciation Rights to the holders of any Stock Options granted hereunder.
In addition,  Stock  Appreciation  Rights may be granted  independently  of, and
without relation to, Stock Options.  A Stock Appreciation Right means a right to
receive a payment, in cash, Common Stock or a combination  thereof, in an amount
equal to the excess of (x) the Fair Market Value, or other specified  valuation,
of a  specified  number  of  shares  of  Common  Stock on the date the  right is
exercised over (y) the Fair Market Value,  or other specified  valuation  (which
may be less than the Fair Market  Value),  of such shares of Common  Stock as of
the date the right is granted, all as determined by the Committee.

     8. Stock Awards.
        ------------
                  The  Committee  may,  in  its  discretion,  grant Stock Awards
(which may include mandatory  payment of bonus incentive  compensation in stock)
consisting of Common Stock issued or transferred to participants with or without
other  payments  therefor.  Stock  Awards  may be  subject  to  such  terms  and
conditions  as  the  Committee  determines   appropriate,   including,   without
limitation,  restrictions  on the sale or other  disposition  of such  shares of
Common Stock,  the right of the Company to reacquire such shares of Common Stock
for no consideration  upon termination of the  participant's  employment  within
specified periods, and may constitute  Performance-Based Awards, as described in

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Section 11 hereof.  The Committee may require the  participant to deliver a duly
signed stock power,  endorsed in blank,  relating to the Common Stock covered by
such an Award.  The  Committee  may also  require  that the  stock  certificates
evidencing  such shares of Common  Stock be held in custody or bear  restrictive
legends until the restrictions  thereon shall have lapsed. The Stock Award shall
specify whether the participant shall have, with respect to the shares of Common
Stock  subject  to a Stock  Award,  all of the  rights  of a holder of shares of
Common Stock of the Company, including the right to receive dividends.

     9. Performance Awards.
        ------------------

                  (a)  The Committee may,  in  its discretion, grant Performance
Awards to participants at any time and from time to time. Performance Awards may
constitute  Performance-Based  Awards,  as described  in Section 11 hereof.  The
Committee shall have complete  discretion in determining the number,  amount and
timing of awards granted to each participant.  Such Performance Awards may be in
the form of shares of Common  Stock or Stock  Units.  Performance  Awards may be
awarded as short-term or long-term incentives.  Performance targets may be based
upon,   without   limitation,   Company-wide,   divisional   and/or   individual
performance.

                 (b)  With  respect  to  those  Performance  Awards that are not
intended to constitute  Performance-Based  Awards,  the Committee shall have the
authority  at any  time to  make  adjustments  to  performance  targets  for any
outstanding  Performance Awards which the Committee deems necessary or desirable
unless at the time of  establishment  of such targets the  Committee  shall have
precluded its authority to make such adjustments.

                  (c)  Payment  of  earned  Performance  Awards shall be made in
accordance with terms and conditions  prescribed or authorized by the Committee.
The  participant  may elect to defer, or the Committee may require or permit the
deferral of, the receipt of Performance  Awards upon such terms as the Committee
deems appropriate.

     10.Stock Units.
        -----------

                  (a) The   Committee   may,   in  its  discretion,  grant Stock
Units to  participants  at any time and from time to time.  The Committee  shall
determine  the  criteria  for the  vesting  of  Stock  Units.  Stock  Units  may
constitute  Performance-Based  Awards as described in Section 11 hereof. A Stock
Unit granted by the Committee shall provide payment in shares of Common Stock at
such time as the award  agreement  shall specify.  Shares of Common Stock issued
pursuant  to this  Section  10 may be  issued  with or  without  other  payments
therefor as may be required by applicable law or such other consideration as may
be  determined  by the  Committee.  The  Committee  shall  determine  whether  a
participant  granted a Stock Unit  shall be  entitled  to a Dividend  Equivalent
Right (as defined below).

                  (b)  Upon  vesting  of  a Stock Unit, unless the Committee has
determined to defer payment with respect to such Stock Unit or a participant has
elected to defer  payment  under  subsection  (c) below,  shares of Common Stock
representing the Stock Units shall be distributed to the participant  unless the
Committee  provides for the payment of the Stock Units in cash or partly in cash
and partly in shares of Common  Stock equal to the value of the shares of Common
Stock which would otherwise be distributed to the participant.

                  (c)  Prior  to  the  date  on which a Stock Unit may vest, the
Committee may permit a participant to elect not to receive a  distribution  upon
the vesting of such Stock Unit and for the  Company to continue to maintain  the
Stock Unit on its books of  account.  In such  event,  the value of a Stock Unit
shall be payable in cash or shares of Common Stock  pursuant to the agreement of
deferral.

                  (d)  A  "Stock Unit" means a notional account representing one
share of Common Stock. A "Dividend  Equivalent Right" means the right to receive
the amount of any dividend paid on the

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<PAGE>
share of Common Stock underlying a Stock Unit, which shall be payable in cash or
in the form of additional Stock Units.

     11.Performance-Based  Awards.
        -------------------------
                   Certain     Benefits    granted   under    the    Plan    may
be granted in a manner such that the Benefits qualify for the  performance-based
compensation  exemption  of  Section  162(m)  of  the  Code  ("Performance-Based
Awards").  As  determined by the  Committee in its sole  discretion,  either the
granting or vesting of such Performance-Based  Awards is to be based upon one or
more of the following  factors:  net sales,  pretax income before  allocation of
corporate overhead and bonus, budget, earnings per share, net income,  division,
group or corporate  financial goals, return on stockholders'

equity, return on assets,  attainment of strategic and operational  initiatives,
appreciation in and/or maintenance of the price of the Common Stock or any other
publicly-traded securities of the Company, market share, gross profits, earnings
before interest and taxes,  earnings before  interest,  taxes,  depreciation and
amortization,  economic  value-added  models and comparisons  with various stock
market indices,  reductions in costs or any  combination of the foregoing.  With
respect to  Performance-Based  Awards,  (i) the  Committee  shall  establish  in
writing  (x) the  performance  goals  applicable  to a given  period,  and  such
performance goals shall state, in terms of an objective formula or standard, the
method for computing the amount of  compensation  payable to the  participant if
such performance goals are obtained and (y) the individual employees or class of
employees  to which  such  performance-based  goals  apply no later than 90 days
after the  commencement of such period (but in no event after 25% of such period
has  elapsed) and (ii) no  Performance-Based  Awards shall be payable to or vest
with  respect to, as the case may be, any  participant  for a given period until
the Committee certifies in writing that the objective performance goals (and any
other  material  terms)  applicable  to such  period have been  satisfied.  With
respect to any Benefits intended to qualify as  Performance-Based  Awards, after
establishment  of a  performance  goal,  the  Committee  shall not  revise  such
performance goal or increase the amount of compensation  payable  thereunder (as
determined in accordance with Section 162(m) of the Code) upon the attainment of
such performance goal. Notwithstanding the preceding sentence, the Committee may
reduce or eliminate  the number of shares of Common Stock or cash granted or the
number of shares of Common Stock vested upon the attainment of such  performance
goal.

     12.Foreign Laws.
        ------------
                    The   Committee    may    grant   Benefits   to   individual
participants  who are  subject to the tax laws of nations  other than the United
States,  which  Benefits  may have terms and  conditions  as  determined  by the
Committee as necessary to comply with applicable foreign laws. The Committee may
take any action which it deems  advisable to obtain approval of such Benefits by
the appropriate foreign governmental  entity;  provided,  however,  that no such
Benefits  may be granted  pursuant to this Section 12 and no action may be taken
which would  result in a violation  of the  Exchange  Act, the Code or any other
applicable law.

     13.Adjustment Provisions; Change in Control.
        ----------------------------------------

                  (a)  If there  shall  be any change in the Common Stock of the
Company, through merger, consolidation, reorganization,  recapitalization, stock
dividend,  stock split,  reverse stock split, split up, spinoff,  combination of
shares,  exchange  of shares,  dividend  in kind or other like change in capital
structure or distribution  (other than normal cash dividends) to stockholders of
the  Company  (each,  a "Change  Event"),  an  adjustment  shall be made to each
outstanding Stock Option and Stock  Appreciation Right such that each such Stock
Option and Stock  Appreciation  Right shall  thereafter be exercisable  for such
securities, cash and/or other property as would have been received in respect of
the Common Stock  subject to such Stock Option or Stock  Appreciation  Right had
such Stock Option or Stock Appreciation Right been exercised in full immediately
prior to such  change  or  distribution,  and such an  adjustment  shall be made
successively each time any such change shall occur. In addition, in the event of
any such change or distribution,  in order to prevent dilution or enlargement of
participants'  rights  under the Plan,  the  Committee  will have  authority  to
adjust,  in an equitable  manner,  the number and kind of shares of Common Stock
that may be issued under the Plan, the number and kind of shares of Common Stock
subject to outstanding  Benefits,  the exercise price  applicable to outstanding
Benefits,  and the Fair  Market  Value  of the  Common  Stock  and  other  value
determinations applicable to outstanding Benefits;  provided,

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however, that any such arithmetic adjustment to a Performance-Based  Award shall
not cause the amount of  compensation  payable  thereunder to be increased  from
what  otherwise  would have been due upon  attainment of the  unadjusted  award.
Appropriate  adjustments  may also be made by the  Committee in the terms of any
Benefits under the Plan to reflect such changes or  distributions  and to modify
any  other  terms of  outstanding  Benefits  on an  equitable  basis,  including
modifications  of  performance  targets and changes in the length of performance
periods;   provided,   however,   that  any  such  arithmetic  adjustment  to  a
Performance-Based  Award  shall  not cause the  amount of  compensation  payable
thereunder  to be  increased  from  what  otherwise  would  have  been  due upon
attainment  of the  unadjusted  award.  In addition,  other than with respect to
Stock Options, Stock Appreciation Rights and other awards intended to constitute
Performance-Based Awards, the Committee is authorized to make adjustments to the
terms and conditions of, and the criteria  included in,  Benefits in recognition
of  unusual or  nonrecurring  events  affecting  the  Company  or the  financial
statements  of the  Company,  or in  response  to  changes in  applicable  laws,
regulations,  or accounting  principles.  Notwithstanding the foregoing,  except
with the consent of the  affected  participant,  (i) each such  adjustment  with
respect to an  Incentive  Stock  Option  shall  comply with the rules of Section
424(a) of the Code and (ii) no such adjustment  shall be made which would render
such Incentive  Stock Option  granted  hereunder  other than an incentive  stock
option for purposes of Section 422 of the Code.

                  (b)  Notwithstanding any  other  provision of the Plan, in the
event of a Change in Control (as defined  below) of the Company,  the Committee,
in its discretion, may take such actions as it deems appropriate with respect to
outstanding Benefits without the consent of any participant,  including, without
limitation,  accelerating  the  exercisability  or vesting of such  Benefits  or
providing  for  the  assumption  or  replacement  of  Benefits  by  a  successor
corporation.

                  The Committee, in its discretion, may determine that, upon the
occurrence  of a Change in Control of the  Company,  each Stock Option and Stock
Appreciation  Right  outstanding  hereunder shall  terminate  within a specified
number of days after notice to the holder,  and such holder shall receive,  with
respect to each  share of Common  Stock  subject  to such Stock  Option or Stock
Appreciation  Right to the extent  vested,  an amount equal to the excess of the
Fair  Market  Value of such  shares of  Common  Stock  immediately  prior to the
occurrence  of such Change in Control over the exercise  price per share of such
Stock Option or Stock Appreciation  Right; such amount to be payable in cash, in
one or more kinds of property  (including the property,  if any,  payable in the
transaction) or in a combination  thereof, as the Committee,  in its discretion,
shall determine.

                  For purposes of this Section  13(b),  a "Change in Control" of
the  Company  shall be deemed to have  occurred  only upon any of the  following
events:  (i) a person or  entity  or group of  persons  or  entities,  acting in
concert,  shall  become the direct or  indirect  beneficial  owner  (within  the
meaning  of Rule  13d-3  of the  Exchange  Act)  of  securities  of the  Company
representing fifty-one percent (51%) or more of the combined voting power of the
issued and  outstanding  common  stock of the Company (a  "Significant  Owner"),
unless  such  shares  are  originally  issued to such  Significant  Owner by the
Company, (ii) a sale of all or substantially all of the assets of the Company or
(iii) any other event which the  Committee  determines to constitute a change of
control of the Company.

     14. Re-Purchase  Option.
         -------------------
                   A   participant   who    holds   a  vested  Stock  Option  or
shares of Common Stock  issued  pursuant to a Stock Option may, by notice to the
Secretary of the Company,  request that the Company repurchase such vested Stock
Option or shares of Common Stock.  The Committee,  in its sole  discretion,  may
(but shall not be obligated  to)  authorize  such  repurchase  on such terms and
conditions as the Committee deems appropriate, including without limitation, the
price and the form of consideration.

     15.Nontransferability of Benefits and Common Stock.
        -----------------------------------------------

                  (a)  Each  Benefit  granted  under  the  Plan to a participant
shall not be  transferable  otherwise  than by will or the laws of  descent  and
distribution, and shall be exercisable,  during the participant's lifetime, only
by the  participant.  In the event of the  death of a  participant,  each  Stock
Option or Stock  Appreciation  Right theretofore  granted to him or her shall be
exercisable  during such period after his or her death as the Committee shall in
its  discretion  set forth in such option or right at the date of grant and then
only by the executor or administrator of the estate of the deceased  participant
or the person or persons to whom the  deceased  participant's  rights  under the
Stock  Option

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<PAGE>
or  Stock  Appreciation  Right  shall  pass by will or the laws of  descent  and
distribution. Notwithstanding the foregoing, at the discretion of the Committee,
an award of a Benefit  other  than an  Incentive  Stock  Option  may  permit the
transferability  of a  Benefit  by a  participant  solely  to the  participant's
spouse, siblings,  parents, children and grandchildren or trusts for the benefit
of such persons or partnerships,  corporations,  limited liability  companies or
other entities owned solely by such persons,  including trusts for such persons,
subject  to any  restriction  included  in the award of the  Benefit;  provided,
however, that any such transferee shall agree in writing on a form prescribed by
the Committee to be bound by all provisions of the Benefit and the Plan.

                  (b)  Except  as  otherwise  expressly  provided  in  the award
agreement or authorized in writing by the Committee, no participant shall effect
or facilitate  any transfer,  sale,  assignment,  pledge,  hypothecation,  gift,
placement in trust  (voting or otherwise) or transfer by operation of law (other
than by way of a merger or  consolidation  of the  Company)  of,  creation  of a
security  interest  in or lien  on,  or any  other  encumbering  or  disposition
(directly or indirectly  and whether or not  voluntary) of, any shares of Common
Stock  issued to a  participant  pursuant to the Plan or pursuant to any Benefit
granted  under the Plan  (including  shares of Common  Stock  acquired  upon the
occurrence  of a Change  Event  and  shares  of  Common  Stock  issued  upon the
conversion,  exchange or exercise of securities received in connection with such
Change Event). No transfer in violation of the Plan shall be made or recorded on
the books of the Company and any such transfer  shall be void and of no force or
effect. All shares of Common Stock issued to a participant  pursuant to the Plan
or pursuant to any Benefit  granted under the Plan  (including  shares of Common
Stock  acquired upon the occurrence of a Change Event and shares of Common Stock
issued upon the  conversion,  exchange or  exercise  of  securities  received in
connection  with such  Change  Event) may be  transferable  to the  executor  or
administrator  of the estate of the deceased  participant or by will or the laws
of descent and distribution, or to the Company and/or its designee(s) (each such
transferee, together with any transferee listed in the following sentence, being
a "Permitted Transferee"). At the discretion of the Committee, a participant may
transfer  shares of Common Stock issued  pursuant to the Plan or pursuant to any
Benefit granted under the Plan  (including  shares of Common Stock acquired upon
the  occurrence  of a Change  Event and shares of Common  Stock  issued upon the
conversion,  exchange or exercise of securities received in connection with such
Change  Event) to the  participant's  spouse,  siblings,  parents,  children  or
grandchildren  or  trusts  for the  benefit  of such  persons  or  partnerships,
corporations, limited liability companies or other entities owned solely by such
persons,  including  trusts  for  such  persons;  provided,  however,  that  any
Permitted  Transferee  shall  agree  in  writing  on a  form  prescribed  by the
Committee to be bound by all  provisions  of the Plan.  The  provisions  of this
Section 15(b) shall terminate upon the registration by the Company of a class of
equity securities pursuant to Section 12 of the Exchange Act.

     16.Compliance  with  Securities  Laws.
        ----------------------------------
                   The Company  shall not in any event  be obligated to file any
registration  statement  under  the  Securities  Act of 1933,  as  amended  (the
"Securities Act") or any applicable state or foreign  securities laws, to permit
the issuance of any Common Stock pursuant to the Plan or pursuant to any Benefit
granted  under the Plan in violation  of the  Securities  Act or any  applicable
securities laws. Each participant (or such participant's Permitted Transferee or
legal  representative in the event of the participant's  Disability) shall, as a
condition to his or her right to receive such shares of Common Stock, deliver to
the  Company  an  agreement  or  certificate  containing  such  representations,
warranties  and covenants as the Company may deem  necessary or  appropriate  to
ensure  that the  issuance  of  shares  of Common  Stock is not  required  to be
registered  under  the  Securities  Act  or  any  applicable   securities  laws.
"Disability"   shall  mean  (i)  permanent   disability  as  defined  under  the
appropriate  provisions of the applicable  long-term  disability plan maintained
for the benefit of employees of the Company or any Subsidiary of the Company who
are regularly employed on a salaried basis, (ii) if no such long-term disability
plan  exists,  an  inability to perform a  participant's  employment  duties and
responsibilities  by reason of any physical or mental  condition for a period of
26 weeks  during any 12-month  period in  connection  with the same  physical or
mental condition or (iii) another meaning agreed to in writing by the

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<PAGE>
Committee  and  the  participant;  provided,  however,  that  in the  case  of a
participant  holding an  Incentive  Stock  Option,  "disability"  shall have the
meaning specified in Section 22(e)(3) of the Code.

                  Certificates  for shares of Common Stock,  when issued,  shall
have  substantially  the following  legends,  or statements of other  applicable
restrictions, endorsed thereon:

         "THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED,  TRANSFERRED,
         ENCUMBERED OR IN ANY MANNER  DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE
         TERMS OF THE  COMPANY'S  SHARE  INCENTIVE  PLAN AND AN AWARD  AGREEMENT
         ENTERED INTO PURSUANT THERETO.

         THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
         UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  OR  APPLICABLE  STATE
         SECURITIES  LAWS, AND ACCORDINGLY NEITHER SUCH  SHARES NOR ANY INTEREST
         THEREIN  MAY BE SOLD, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF IN
         THE ABSENCE OF SUCH   REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID
         ACT AND  ANY SUCH LAWS APPLICABLE THERETO AND THE RULES AND REGULATIONS
         THEREUNDER."

                  No legend  relating to  registration  under the Securities Act
shall be required  for shares of Common  Stock  issued  pursuant to an effective
registration   statement  under  the  Securities  Act  and  in  accordance  with
applicable state or foreign securities laws.

     17.Other  Provisions.
        -----------------
                   The   award  of  any  Benefit  under   the   Plan   may  also
be subject to such other  provisions  (whether or not  applicable to the Benefit
awarded to any other participant) as the Committee  determines  appropriate,  at
the date of grant, including,  without limitation,  for the installment purchase
of Common  Stock  under Stock  Options,  for the  installment  exercise of Stock
Appreciation  Rights,  to assist the participant in financing the acquisition of
Common  Stock,  for the  forfeiture  of,  or  restrictions  on  resale  or other
disposition  of,  Common  Stock  acquired  under  any form of  Benefit,  for the
acceleration of  exercisability  or vesting of Benefits in the event of a change
of control of the Company (whether or not a Change in Control),  for the payment
of the value of Benefits to  participants in the event of a change of control of
the Company (whether or not a Change in Control),  or to comply with federal and
state securities laws, or  understandings  or conditions as to the participant's
employment in addition to those specifically provided for under the Plan.

     18.Fair  Market  Value.
        -------------------
                   For   purposes   of   the Plan  and  any   Benefits   awarded
hereunder,  Fair  Market  Value of a share of Common  Stock shall be the closing
price of a share of  Common  Stock  on the date of  calculation  (or on the last
preceding  trading date if Common Stock was not traded on such date,  so long as
such date is not more than 30 days  prior to such  date of  calculation)  if the
Common  Stock is readily  tradable  on a national  securities  exchange or other
market  system.  If the Common  Stock is not  readily  tradable or if the Common
Stock was last traded on a national  securities  exchange or other market system
on a date more than 30 days prior to such date of calculation, Fair Market Value
of a share of Common Stock shall be an amount as  reasonably  determined  by the
Committee either (i) considering the enterprise value of the Company to be equal
to seven (7) times  EBITDA less the  aggregate  of  long-term  debt and accreted
book-value  of  preferred  stock  outstanding  or (ii) in good faith as the fair
market value of a share of Common Stock. For purposes of section, "EBITDA" shall
mean, the  consolidated  net income of the Company for the  twelve-month  period
ending the last day of the  calendar  month  prior to such date of  calculation,
calculated  in  accordance  with  generally   accepted   accounting   principles
consistently  applied before  deducting  interest  expense,  income tax expense,
depreciation and amortization but in any event excluding all extraordinary items
and all gains or losses  realized on sales of assets sold  outside the  ordinary
course of business.

                                       8
<PAGE>
     19.Withholding.
        -----------
                  All  payments  or  distributions  of Benefits made pursuant to
the  Plan  shall be net of any  amounts  required  to be  withheld  pursuant  to
applicable federal, state and local tax withholding requirements. If the Company
proposes or is required to distribute  Common Stock pursuant to the Plan, it may
require the  recipient to remit to it or to the  Subsidiary  or affiliate of the
Company  that employs such  recipient an amount  sufficient  to satisfy such tax
withholding  requirements  prior to the  delivery of any  certificates  for such
Common  Stock.  In lieu  thereof,  the Company or the  employing  Subsidiary  or
affiliate  of the Company  shall have the right to  withhold  the amount of such
taxes  from any other  sums due or to become  due from such  corporation  to the
recipient as the Committee shall prescribe. The Committee may, in its discretion
and subject to such rules as it may adopt  (including  any as may be required to
satisfy  applicable  tax  and/or  non-tax  regulatory  requirements),  permit  a
participant to pay all or a portion of the federal,  state and local withholding
taxes  arising in  connection  with any Benefit  consisting  of shares of Common
Stock by electing to have the Company  withhold  shares of Common Stock having a
Fair Market Value equal to the amount of tax to be withheld, such tax calculated
at rates required by statute or regulation.

     20.Tenure.
        ------
                  A participant's right,if any, to continue to serve the Company
or any of its  subsidiaries  or  affiliates  as a director,  officer,  employee,
consultant or otherwise,  shall not be enlarged or otherwise  affected by his or
her designation as a participant under the Plan.

     21.Unfunded  Plan.
        --------------
                   Participants  shall  have  no  right,   title,   or  interest
whatsoever  in or to any  investments  which the  Company  may make to aid it in
meeting its obligations  under the Plan.  Nothing  contained in the Plan, and no
action taken pursuant to its provisions,  shall create or be construed to create
a trust of any kind,  or a  fiduciary  relationship  between the Company and any
participant,  beneficiary,  legal  representative  or any other  person.  To the
extent  that any person  acquires a right to receive  payments  from the Company
under the Plan,  such right shall be no greater  than the right of an  unsecured
general creditor of the Company and such right shall be expressly subordinate to
all  indebtedness of the Company and its  Subsidiaries  for borrowed money.  All
payments  to be made  hereunder  shall  be paid  from the  general  funds of the
Company and no special or separate fund shall be established  and no segregation
of assets shall be made to assure  payment of such  amounts  except as expressly
set forth in the Plan.  The Plan is not  intended to be subject to the  Employee
Retirement Income Security Act of 1974, as amended.

     22.No Fractional  Shares.
        ---------------------
                    No fractional shares  of Common  Stock shall  be  issued  or
delivered  pursuant to the Plan or any Benefit.  The Committee  shall  determine
whether cash, or Benefits,  or other property shall be issued or paid in lieu of
fractional  shares or whether such fractional shares or any rights thereto shall
be forfeited or otherwise eliminated.

     23.Duration,  Amendment and Termination.
        ------------------------------------
                    No Benefit shall  be granted more than ten (10) years  after
the  Effective  Date.  The  Committee  may  amend  the Plan from time to time or
suspend or terminate the Plan at any time. However, no action authorized by this
Section 23 shall reduce the amount of any  existing  Benefit or change the terms
and conditions  thereof without the participant's  consent.  No amendment of the
Plan may be made  without  approval  of the  stockholders  of the Company if the
amendment will (i) increase the total number of shares of Common Stock which may
be  issued  under  the  Plan;   (ii)  change  the  types  of  factors  on  which
Performance-Based  Awards are to be based  under the Plan;  or (iii)  modify the
requirements as to eligibility for participation in the Plan.

     24.Governing Law.
        -------------
                  The Plan,  Benefits  granted  hereunder  and  actions taken in
connection  herewith shall be governed and construed in accordance with the laws
of the State of  Delaware  (regardless  of the law that might  otherwise  govern
under applicable Delaware principles of conflict of laws).

     25.Effective Date.
        --------------

                  (a)  The  Plan  shall  be  effective  as  of  the  date of its
adoption by the Board (the "Effective Date");  provided,  however, that the Plan
is approved by the stockholders of the Company

                                       9
<PAGE>
within 12 months of the Effective Date, and such approval of stockholders  shall
be a  condition  to the  right  of each  participant  to  receive  any  Benefits
hereunder.  Any  Benefits  granted  under  the Plan  prior to such  approval  of
stockholders shall be effective as of the date of grant (unless, with respect to
any Benefit,  the Committee  specifies  otherwise at the time of grant),  but no
such  Benefit may be exercised  or settled and no  restrictions  relating to any
Benefit may lapse prior to such stockholder  approval,  and if stockholders fail
to approve the Plan as specified hereunder, any such Benefit shall be cancelled.

                  (b) The  Plan  shall   terminate   on January 29, 2010 (unless
sooner terminated by the Committee).

                                       10