EXHIBIT 4.1

                              IEC ELECTRONICS CORP.
                      2001 STOCK OPTION AND INCENTIVE PLAN
                        (As Amended - November 17, 2004)

ARTICLE I.  ESTABLISHMENT AND PURPOSE

      1.1  Establishment  of  the  Plan.  IEC  Electronics   Corp.,  a  Delaware
corporation  (hereinafter  referred to as the "Company"),  hereby establishes an
incentive compensation plan, to be known as the IEC Electronics Corp. 2001 Stock
Option and Incentive Plan (hereinafter  referred to as the "Plan"), as set forth
in this document.

      1.2 Purpose of the Plan.  The Plan is  intended  to enhance the  Company's
ability to attract and retain highly qualified officers, key employees,  outside
directors,  and other  persons  to  advance  the  interests  of the  Company  by
providing such persons with stronger incentives to continue to serve the Company
and its subsidiaries (as defined herein) and to expend maximum effort to improve
the  business  results  and  earnings  of the  Company.  The Plan is intended to
accomplish  this  objective by providing to eligible  persons an  opportunity to
acquire or increase a direct  proprietary  interest in the operations and future
success of the Company.

      1.3 Effective Date. This Plan shall become  effective upon its adoption by
the Board of Directors; provided, however, that the validity of the Plan and any
Award  provided  hereunder  is  subject  to  approval  of the  Plan at the  next
stockholders'  meeting following its adoption by the Board of Directors.  If the
stockholders fail to timely approve the Plan, the Plan and any Award that may be
issued hereunder shall be null and void.

ARTICLE II.  DEFINITIONS

      Whenever  used  in  the  Plan  and  related  documents   (including  Award
Agreements),  the  following  terms shall have the meanings set forth below and,
when such meaning is intended, the initial letter of the word is capitalized:

      2.1 Award means,  individually or collectively,  a grant under the Plan of
any Option,  Stock Appreciation  Right,  Unrestricted  Stock,  Restricted Stock,
Performance  Stock,  Director  Stock  or any  other  type of  stock-based  award
permitted under the Plan.

      2.2 Award Agreement means a written  agreement or instrument  delivered by
or on behalf of the Company setting forth the terms and provisions applicable to
an Award  granted  to a  Participant  under the  Plan,  which may (but need not)
require the Participant's signature.

      2.3 Base Value of an SAR means the Fair  Market  Value of a share of Stock
on the date the SAR is granted.

      2.4  Beneficial  Owner  means such term as defined in Rule 13d-3 under the
Exchange Act.

      2.5  Board or Board of  Directors  means  the  Board of  Directors  of the
Company.

      2.6 Change in Control means:

            (a) the date of the acquisition by any "person"  (within the meaning
of Section  13(d)(3) or 14(d)(2) of the Exchange  Act,  excluding the Company or
any of its  Subsidiaries,  of beneficial  ownership  (within the meaning of Rule
13d-3  under the  Exchange  Act) of 15% or more of either  the then  outstanding
shares  of  Stock  of the  Company  or the then  outstanding  voting  securities
entitled to vote generally in the election of directors; or

            (b) the date the individuals who constitute the Board as of the date
of the adoption of the Plan by the Board (the  "Incumbent  Board") cease for any
reason to constitute at least  two-thirds of the members of the Board,  provided
that any person  becoming a director  subsequent  to the date of the adoption of
the  Plan by the  Board  whose  election,  or  nomination  for  election  by the
Company's  stockholders,  was  approved  by a vote of at least a majority of the
directors then comprising the Incumbent  Board (other than any individual  whose
nomination  for election to Board  membership  was not endorsed by the Company's
management prior to, or at the time of, such individual's initial nomination for
election)  shall be, for the  purposes of this Plan,  considered  as though such
person were a member of the Incumbent Board; or

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            (c)  the  date  of   consummation   of  a   merger,   consolidation,
recapitalization,  reorganization,  sale or  disposition of all or a substantial
portion  of the  Company's  assets  or the  issuance  of  shares of stock of the
Company in  connection  with the  acquisition  of the stock or assets of another
entity;  provided,  however, that a Change in Control shall not occur under this
clause (c) if consummation  of the  transaction  would result in at least 51% of
the total voting power  represented by the voting securities of the Company (or,
if not the Company,  the entity that succeeds to all or substantially all of the
Company's  business)  outstanding   immediately  after  such  transaction  being
beneficially owned (within the meaning of Rule 13d-3 promulgated pursuant to the
Exchange Act) by at least 51% of the holders of outstanding voting securities of
the Company immediately prior to the transaction,  with the voting power of each
such  continuing   holder   relative  to  other  such  continuing   holders  not
substantially altered in the transaction; or

            (d) the date the Company files a report or proxy  statement with the
Securities  and Exchange  Commission  pursuant to the Exchange Act disclosing in
response to Form 8-K or Schedule 14A (or any successor schedule,  form or report
of item  therein)  that a  change  in  control  of the  Company  has or may have
occurred,  or will or may occur in the  future,  pursuant  to any then  existing
contract or transaction.

      2.7 Code means the Internal  Revenue Code of 1986, as amended from time to
time, and any regulations promulgated thereunder.

      2.8 Committee  means the committee,  as specified in Article III appointed
by the Board to administer the Plan.

      2.9 Company means IEC Electronics  Corp., a Delaware  corporation,  or any
successor thereto as provided in Article XX herein.

      2.10 Covered  Employee  means any  Participant  who would be  considered a
"covered employee" for purposes of Section 162(m) of the Code.

      2.11  Designated   Beneficiary  means  the  beneficiary  designated  by  a
Participant,  in a manner  determined by the  Committee,  to receive  amounts or
Stock  due  or  exercise   rights  of  the  Participant  in  the  event  of  the
Participant's   death.  In  the  absence  of  an  effective   designation  by  a
Participant, Designated Beneficiary shall mean the Participant's Estate.

      2.12 Detrimental  Activity means the type of activity described in Section
17.1 herein.

      2.13  Director  Stock  means an Award  of  Stock  to an  Outside  Director
described in Section 7.2 herein.

      2.14 Disability means a mental or physical condition which, in the opinion
of the Committee,  renders a Participant  unable or incompetent to carry out the
job  responsibilities  which such  Participant  held or the duties to which such
Participant  was assigned at the time the disability was incurred,  and which is
expected to be permanent or for an indefinite duration.

      2.15 Eligible  Person means any employee,  officer or director  (including
any Outside  Director) of the Company and its Subsidiaries and any consultant or
independent  contractor providing services to the Company or any Subsidiary whom
the Committee deems to be an Eligible Person.

      2.16  Employee  means  an  individual  who is paid on the  payroll  of the
Company  or of one of  the  Company's  Subsidiaries,  and is  classified  on the
Company's  human  resource  payroll  system as a regular  full-time  or  regular
part-time employee.

      2.17  Exchange Act means the  Securities  Exchange Act of 1934, as amended
from time to time, or any successor act thereto.

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      2.18  Exercise  Period  means the period  during which an Option or SAR is
exercisable as set forth in the related Award Agreement.

      2.19 Fair Market Value means the value of a share of Stock,  determined as
follows:  if on the  determination  date the Stock is  listed on an  established
national or regional  stock  exchange,  is admitted to  quotation  on the Nasdaq
National Market, or is publicly traded on an established  securities market, the
Fair Market Value of a share of Stock shall be the closing price of the Stock on
such  exchange  or in such  market  (the  closing  price on the  principal  such
exchange  or market if there is more than one such  exchange  or  market) on the
determination  date (or if there is no such  reported  closing  price,  the Fair
Market  Value shall be the mean  between the highest bid and lowest asked prices
or between the high and low sale prices on such trading date), or, if no sale of
Stock is reported for such trading day, on the next  preceding  day on which any
sale shall have been  reported.  If the Stock is not listed on such an exchange,
quoted on such system or traded on such a market, Fair Market Value shall be the
value of the Stock as determined by the Committee in good faith.

      2.20  Family  Member  means  any  child,  stepchild,  grandchild,  parent,
stepparent, grandparent, spouse, or sibling, including adoptive relationships, a
trust in which these persons have more than fifty (50) percent of the beneficial
interest,  a foundation  in which these  persons (or the  Employee)  control the
management  of  assets,  and any other  entity in which  these  persons  (or the
Employee) own more than fifty (50) percent of the voting interests.

      2.21 Freestanding SAR means an SAR that is not a Tandem SAR.

      2.22  Incentive  Stock  Options or ISO means an option to purchase  Stock,
granted under Article VI of the Plan,  which is designated as an Incentive Stock
Option and is  intended to meet the  requirements  of Section 422 of the Code or
any successor provision.

      2.23  Nonstatutory  Stock Option or NSO means an option to purchase Stock,
granted under  Article VI of the Plan,  which is not intended to be an incentive
stock option under Section 422 of the Code.

      2.24  Option  means an  option  to  purchase  one or more  shares of Stock
pursuant to the Plan and may be  designated  as an  Incentive  Stock  Option,  a
Nonstatutory Stock Option, a Reload Option or an Outside Director Option.

      2.25  Option  Exercise  Price means the price at which the shares of Stock
covered by a particular Option may be purchased by a Participant,  as determined
by the Committee or Board and set forth in the Option Award Agreement.

      2.26 Other  Stock-Based  Award means any Award granted under Article XI of
the Plan.

      2.27 Outside Director means a member of the Board who is not an officer or
employee of the Company.

      2.28 Outside Director Option means an NSO granted under Section 7.1 of the
Plan to an Outside Director.

      2.29  Participant  means an Eligible  Person  designated  to be granted an
Award under the Plan.

      2.30 Performance Stock means an Award described in Article X of the Plan.

      2.31 Period of  Restriction  means that period of time  determined  by the
Committee  during which the transfer of shares of Restricted Stock is limited in
some way and such shares are subject to forfeiture.

      2.32 Person means any individual, corporation, partnership, association or
trust.

      2.33 Plan means the IEC Electronics  Corp. 2001 Stock Option and Incentive
Plan.

      2.34 Reload  Option means an  additional  Option  described in Section 6.6
herein.



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      2.35  Reporting  Person  means a person  required  to file  reports  under
Section 16(a) of the Exchange Act or any successor statute.

      2.36 Restricted Stock means an Award described in Article IX herein.

      2.37 Retirement  means  termination of employment with the Company if such
termination  of employment  constitutes  normal  retirement,  early  retirement,
disability  retirement  or other  retirement as provided for at the time of such
termination  of  employment  under  the  applicable   retirement   program  then
maintained by the Company,  provided that the  Participant  does not continue in
the employment of the Company.

      2.38 Securities Act means the Securities Act of 1933, as amended.

      2.39 Stock means the common stock, $.01 par value, of the Company.

      2.40 Stock  Appreciation  Right or SAR means a right,  granted alone or in
connection with a related Option,  designated as an SAR, to receive a payment on
the day the right is  exercised,  pursuant to the terms of Article  VIII herein.
Each SAR shall be denominated in terms of one share of Stock.

      2.41 Subsidiary  means any "subsidiary  corporation" of the Company within
the meaning of Section 424(f) of the Code.

      2.42 Tandem SAR means an SAR that is granted in connection  with a related
Option,  the exercise of which shall require forfeiture of the right to purchase
Stock under the related  Option (and when Stock is  purchased  under the Option,
the Tandem SAR shall be similarly canceled).

      2.43  Ten-Percent  Stockholder  means an  Employee  who owns  stock of the
Company  possessing  more than 10% percent of the total combined voting power of
all classes of stock of the Company at the time an ISO is granted.

      2.44  Termination  of Employment  means the date on which an individual is
for any reason no longer employed by the Company or any of its Subsidiaries.

      2.45 Termination of Service means the date on which an Outside  Director's
service as a director ceases for any reason.

      2.46   Unrestricted   Stock  means  an  Award  of  Stock  not  subject  to
restrictions described in Article IX herein.

ARTICLE III.  ADMINISTRATION OF THE PLAN

      3.1 The  Committee.  The Plan shall be  administered  by the  Compensation
Committee or such other  committee (the  "Committee") as the Board shall select.
The Committee  shall consist of no fewer than two members of the Board,  none of
whom shall be an officer or other salaried employee of the Company,  and each of
whom shall  qualify in all  respects  as a  "non-employee  director"  within the
meaning of Rule 16b-3 under the Exchange Act or any successor rule or regulation
and as an "outside  director"  within the meaning of Section 162(m) of the Code.
The members of the Committee  shall be appointed from time to time by, and shall
serve at the discretion of, the Board.

      3.2 Authority of the  Committee.  The Committee  shall have full power and
authority, except as limited by law, the Articles of Incorporation or the Bylaws
of the Company,  subject to such other restricting  limitations or directions as
may be  imposed  by the Board and  subject  to the  provisions  herein,  to: (i)
designate Participants; (ii) determine the type or types of Awards to be granted
to each  Participant  under the Plan;  (iii)  determine  the number of shares of
Stock to be  covered  by (or with  respect  to which  payments,  rights or other
matters are to be calculated in connection with) each Award;  (iv) determine the


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terms and  conditions of any Award or Award  Agreement;  (v) amend the terms and
conditions of any Award or Award Agreement and accelerate the  exercisability of
Options  or the  lapse  of  restrictions  relating  to  Restricted  Stock;  (vi)
determine  whether,  to what extent and under what  circumstances  Awards may be
exercised in cash, Stock,  other securities,  other Awards,  other property,  or
canceled,  forfeited or suspended;  (vii) determine whether,  to what extent and
under what  circumstances  cash, stock,  other securities,  other Awards,  other
property and other amounts payable with respect to an Award under the Plan shall
be deferred either automatically or at the election of the holder thereof or the
Committee;  (viii)  interpret  and  administer  the Plan and any  instrument  or
agreement  relating to, or Award made under,  the Plan;  or other  property,  or
canceled,  forfeited or suspended; (ix) establish,  amend, suspend or waive such
rules and regulations  and appoint such agents as it shall deem  appropriate for
the proper  administration of the Plan; and (x) make any other determination and
take any other action that the  Committee  deems  necessary or desirable for the
administration of the Plan.

      3.3  Awards to  Outside  Directors.  With  respect  to  Awards to  Outside
Directors  pursuant to Article VII, the Committee's  responsibilities  under the
Plan shall be limited to taking all legal  actions  necessary  to  document  the
Awards so granted, to interpret the Award Agreements  evidencing such Awards, to
maintain  appropriate records and reports regarding such Awards, and to take all
acts  authorized  by this Plan or otherwise  reasonably  necessary to effect the
purposes hereof. Awards provided for in Article VII shall be made by the Board.

      3.4 Delegation.  The Committee may delegate to one or more officers of the
Company, but only to the extent such officer or officers are also members of the
Board of  Directors  of the Company,  the  authority,  subject to such terms and
limitations  as the  Committee  shall  determine,  to grant  Awards to  Eligible
Persons who are not officers or directors of the Company for purposes of Section
16 of the Exchange Act. The  Committee  shall not delegate its powers and duties
under the Plan in any manner  that would  cause the Plan not to comply  with the
requirements of Section 162(m) of the Code.

      3.5 Delivery of Stock by Company;  Restrictions on Stock.  Notwithstanding
any other  provision of the Plan, the Company shall have no liability to deliver
any Stock or benefits  under the Plan unless such delivery would comply with all
applicable  laws  (including,   without  limitation,  the  Securities  Act)  and
applicable  requirements of any securities exchange or similar entity and unless
the  Participant's  tax obligations  have been satisfied as set forth in Article
XV.

      The Committee may impose such  restrictions on any Stock acquired pursuant
to  Awards  under  the  Plan  as  it  may  deem  advisable,  including,  without
limitation, restrictions to comply with applicable federal securities laws, with
the  requirements  of any stock exchange or market upon which such Stock is then
listed and/or traded and with any blue sky or state  securities  laws applicable
to such Stock.

      3.6 Decisions  Binding.  Unless otherwise  expressly provided in the Plan,
all designations,  determinations,  interpretations and other decisions under or
with  respect  to the Plan  shall be  final,  conclusive  and  binding  upon any
Participant, any holder or beneficiary of any Award, any employee of the Company
or any Subsidiary, and all other persons having any interest therein.

      3.7 No  Liability;  Indemnification.  No  member  of the  Board  or of the
Committee  shall be liable  for any action or  determination  made in good faith
with respect to the Plan or any Award or Award  Agreement,  except for liability
arising from his or her own willful  misfeasance,  gross  negligence or reckless
disregard of his or her duties.  The Company  hereby  agrees to  indemnify  each
member of the  Committee  and the Board for all costs and  expenses  and, to the
fullest extent permitted by applicable law, any liability incurred in connection
with  defending  against,  responding to,  negotiating  for the settlement of or
otherwise dealing with any claim, cause of action or dispute of any kind arising
in connection with any actions in  administering  this Plan or in authorizing or
denying authorization to any transaction hereunder.

      3.8 Costs. The Company shall pay all costs of administration of the Plan.

ARTICLE IV.  STOCK SUBJECT TO THE PLAN

      4.1 Number of Shares.  Subject to Section 4.2 herein,  the total number of
shares of Stock  available for Awards under the Plan shall be 2,500,000.  Shares
of Stock underlying  lapsed or forfeited  Awards, or Awards that are not paid in
Stock,  may be reused for other  Awards.  If the purchase  price  relating to an
Award is satisfied by tendering  Stock,  only the number of shares issued net of
the  shares  tendered  shall be deemed  issued  under the  Plan.  Stock  granted
pursuant to the Plan may be (i) authorized  but unissued  shares of common stock
or (ii) treasury stock.

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      4.2  Adjustments  in  Authorized  Stock and Awards.  In the event that any
dividend  or other  distribution  (whether  in the form of  cash,  Stock,  other
securities  or other  property),  recapitalization,  stock split,  reverse stock
split, reorganization,  merger, consolidation,  split-up, spin-off, combination,
repurchase  or  exchange  of Stock or other  securities  of the Company or other
similar  corporate  transaction or event affecting the Stock would be reasonably
likely to result in the  diminution  or  enlargement  of any of the  benefits or
potential  benefits  intended  to be made  available  under the Plan or under an
Award  (including,  without  limitation,  the benefits or potential  benefits of
provisions  relating to the term,  vesting or exercisability of any Option,  the
availability  of any "reload"  Option  rights,  if any,  contained in any Option
Award,  and any  Change in  Control or similar  provisions  of any  Award),  the
Committee,  in its sole  discretion,  shall,  in such  manner  as it shall  deem
equitable or appropriate  in order to prevent such  diminution or enlargement of
any such benefits or potential benefits, adjust any or all of (i) the number and
type of shares of Stock (or other securities or other property) which thereafter
may be made the  subject of Awards,  (ii) the number and type of shares of Stock
(or other securities or other property) subject to outstanding  Awards and (iii)
the  purchase or exercise  price with respect to any Award;  provided,  however,
that the  number of shares of Stock  covered by any Award or to which such Award
relates shall always be a whole number.  Notwithstanding the foregoing, (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) in no event shall any adjustment be
made which would render any Incentive Stock Option granted hereunder to be other
than an incentive stock option for purposes of Section 422 of the Code.

      4.3 Award Limitations.  Subject to Section 4.2 above, (i) the total number
of shares of Stock with  respect to which  Options or SARs may be granted in any
calendar year to any Covered Employee shall not exceed 400,000 shares;  (ii) the
total number of shares of  Restricted  Stock that may be granted in any calendar
year to any Covered  Employee shall not exceed 400,000  shares;  (iii) the total
number of shares of  Performance  Stock that may be granted in any calendar year
to any Covered  Employee  shall not exceed  400,000  shares;  and (iv) the total
number of shares of Stock that are  intended  to  qualify  for  deduction  under
Section 162(m) of the Code granted pursuant to Article XI herein in any calendar
year to any Covered Employee shall not exceed 400,000 shares.

      4.4 Incentive Stock Options.  Notwithstanding the foregoing, the number of
shares of Stock  available for granting  Incentive  Stock Options under the Plan
shall not exceed 2,100,000,  subject to adjustment as provided in Section 4.2 of
the Plan and Section 422 or 424 of the Code or any successor provision.

ARTICLE V.  ELIGIBILITY AND PARTICIPATION

      5.1 Eligibility. Any Eligible Person, including any Eligible Person who is
an officer or director of the Company or any Subsidiary, shall be eligible to be
designated a Participant;  provided, however, that an Incentive Stock Option may
be granted only to full-time or part-time  employees  (which term as used herein
included, without limitation, officers and directors who are also employees).

      5.2 Actual  Participation.  Subject  to the  provisions  of the Plan,  the
Committee may, from time to time, select from all Eligible Persons those to whom
Awards shall be granted.

ARTICLE VI.  STOCK OPTIONS

      6.1 Grant of  Options.  Subject to the terms and  conditions  of the Plan,
Options may be granted to an Eligible Person, except an Outside Director, at any
time and from time to time, as shall be determined by the Committee.

      The Committee shall have complete  discretion in determining the number of
shares of Stock subject to Options  granted to each Eligible  Person (subject to
Article  IV  herein)  and,  consistent  with  the  provisions  of the  Plan,  in
determining the terms and conditions  pertaining to such Options.  The Committee
may grant ISOs, NSOs or a combination thereof. Notwithstanding the foregoing, no
Eligible  Person  shall be  granted  an ISO which  would  result in such  person
receiving  a grant of ISOs for Stock that would have an  aggregate  fair  market
value in excess of $100,000, or such other amount specified in Section 422(d) of
the Code,  determined  as of the time  that the ISO is  granted,  that  would be
exercisable for the first time by such person during any calendar year.

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      6.2 Option  Award  Agreement.  Each Option  grant shall be evidenced by an
Option Award Agreement that shall specify the Option Exercise Price, the term of
the  Option,  the  number of shares of Stock to which the Option  pertains,  the
Exercise  Period and such other  provisions  as the Committee  shall  determine,
including,  but not  limited  to,  special  provisions  relating  to a change in
control and any Reload  Options.  The Option Award  Agreement shall also specify
whether the Option is intended to be an ISO or NSO.

      6.3 Option  Exercise  Price.  The Option  Exercise Price shall not be less
than 100% of the Fair  Market  Value of the Stock on the date of grant  (110% in
the case of an ISO granted to a Ten-Percent Stockholder).

      6.4 Option Term.  The term of each Option shall be fixed by the  Committee
at the time of grant,  but,  in no event,  shall any Option  have a term of more
than  ten  years  (five  years in the case of an ISO  granted  to a  Ten-Percent
Stockholder).  The Committee may, subsequent to the grant of any Option,  extend
the term  thereof,  but, in no event,  shall the term as so extended  exceed the
maximum term provided for in the preceding sentence.

      6.5 Exercise of and Payment for Options.  Options  granted  under the Plan
shall be  exercisable  in such  amounts and at such time and shall be subject to
such  restrictions  and  conditions  as the  Committee  shall  in each  instance
approve.  The Committee may accelerate the  exercisability  of any Option or any
portion thereof at any time.

      A  Participant  may  exercise  an Option at any time  during the  Exercise
Period.  Options  shall be exercised by the delivery of a written  notice to the
Company,  setting  forth the number of shares of Stock with respect to which the
Option is to be  exercised,  accompanied  by  provision  for full payment of the
Stock.

      The Option Exercise Price shall be payable: (i) in cash or its equivalent,
(ii) by tendering (by actual  delivery of shares or by  attestation)  previously
acquired  Stock (owned for at least six months)  having an aggregate Fair Market
Value at the time of exercise equal to the total Option Exercise Price, (iii) by
broker-assisted  cashless  exercise or (iv) by a combination of (i), (ii) and/or
(iii).

      Stock  received upon  exercise of an Option may be granted  subject to any
restrictions deemed appropriate by the Committee.

      6.6 Reload Options. The Committee may provide in an Award Agreement that a
Participant who exercises all or any portion of an Option with Stock which has a
Fair Market Value equal to not less than 100% of the Option  Exercise  Price for
such  Option  shall be  granted,  subject to Article  IV, an  additional  option
("Reload  Option")  for a number of shares  of Stock  equal to the sum  ("Reload
Number")  of the  number of shares of Stock  tendered  in  payment of the Option
Exercise Price for the Options plus, if so provided by the Committee, the number
of shares of Stock,  if any,  retained  by the  Company in  connection  with the
exercise of the Options to satisfy any federal,  state or local tax  withholding
requirements.

      Reload Options shall be subject to the following terms and conditions:

      (i) the grant date for each Reload Option shall be the date of exercise of
the Option to which it relates;

      (ii) subject to (iii)  below,  the Reload  Option,  upon  vesting,  may be
exercised  at any time  during  the  unexpired  term of the  Option  to which it
relates (subject to earlier  termination  thereof as provided in the Plan and in
the applicable Award Agreement); and

      (iii) the terms of the Reload Option shall be the same as the terms of the
Option to which it relates,  except that (a) the Option  Exercise Price shall be
the Fair  Market  Value of the Stock on the grant date of the Reload  Option and
(b) the Reload Option shall be subject to new vesting provisions, commencing one
(1) year  after the grant date of the Reload  Option and  vesting  upon the same
schedule as the Option to which it relates.

      Reload  Options may not be granted to  Participants  who exercise  Options
after a Termination of Employment.

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      6.7 Termination. Each Option Award Agreement shall set forth the extent to
which the  Participant  shall have the right to  exercise  the Option  following
termination  of  the   Participant's   employment   with  the  Company  and  its
Subsidiaries.  Such provisions shall be determined in the sole discretion of the
Committee  (subject to  applicable  law),  shall be included in the Option Award
Agreement entered into with Participants,  need not be uniform among all Options
granted pursuant to the Plan or among Participants and may reflect  distinctions
based on the reasons for termination.

      To the  extent  the  Option  Agreement  does  not  set  forth  termination
provisions, the provisions of Article XVI shall control

      6.8  Transferability  of Options.  Except as otherwise  determined  by the
Committee,  all  Options  granted  to a  Participant  under  the  Plan  shall be
exercisable  during his or her lifetime only by such Participant,  and no Option
granted under the Plan may be sold, transferred, pledged, assigned, or otherwise
alienated  or  hypothecated,  other than by will or by the laws of  descent  and
distribution.  ISOs are not  transferable  other  than by will or by the laws of
descent and distribution.

      The Committee shall have the authority, in its discretion, to grant (or to
sanction by way of amendment to an existing  Award)  Nonstatutory  Stock Options
which may be  transferred by the  Participant  during his lifetime to any Family
Member.  A transfer  of an Option  pursuant  hereto may only be  effected by the
Company at the written request of a Participant and shall become  effective only
when recorded in the Company's  record of outstanding  Options.  In the event an
Option is transferred as contemplated herein, any Reload Options associated with
such transferred Option shall terminate,  and such transferred Option may not be
subsequently transferred by the transferee except by will or the laws of descent
and distribution.  Otherwise, a transferred Option shall continue to be governed
by and subject to the terms and  limitations  of the Plan and the relevant Award
Agreement,  and the  transferee  shall be  entitled  to the same  rights  as the
Participant, as if no transfer had taken place.

ARTICLE VII.  AWARDS TO OUTSIDE DIRECTORS

      7.1 Outside Director Options.

            7.1.1 Grant of Options.  Subject to the terms and  conditions of the
Plan,  Nonstatutory  Stock Options may be granted to an Outside  Director at any
time and from time to time, as shall be determined by the Board.

            The Board shall have complete  discretion in determining  the number
of shares of Stock subject to Outside  Director  Options granted to each Outside
Director  (subject to Article IV herein) and,  consistent with the provisions of
the Plan, in  determining  the terms and  conditions  pertaining to such Outside
Director Options.

            7.1.2 Option Award  Agreement.  Each Outside  Director  Option grant
shall be evidenced by an Option Award  Agreement  that shall  specify the Option
Exercise Price,  the term of the Option (which shall not be greater than ten (10
years), the number of shares of Stock to which the Option pertains, the Exercise
Period and such other  provisions as the Board shall determine,  including,  but
not limited to, special provisions relating to a change of control.

            7.1.3 Option Exercise Price.  The Option Exercise Price shall not be
shall not be less than 100% of the Fair Market Value of the Stock on the date of
grant.

            7.1.4  Option  Term.  The term of each Option  shall be fixed by the
Board at the time of grant,  but,  in no event,  shall an Option  have a term of
more than ten  years.  The Board  may,  subsequent  to the grant of any  Option,
extend the term thereof,  but, in no event, shall the term as so extended exceed
the maximum term provided for in the proceeding section.

            7.1.5 Exercise of and Payment for Options.  Outside Director Options
granted under the Plan shall be  exercisable  at such times and shall be subject
to such  restrictions  and  conditions,  as the  Board  shall  in each  instance
approve.

                                       8
<PAGE>

            An Outside  Director  may  exercise an Option at any time during the
Exercise Period.  Options shall be exercised by the delivery of a written notice
of exercise  to the  Company,  setting  forth the number of shares of Stock with
respect to which the Option is to be  exercised,  accompanied  by provision  for
full payment of the Stock.

            The  Option  Exercise  Price  shall be  payable:  (i) in cash or its
equivalent,  (ii) by tendering (by actual  delivery of shares or by attestation)
previously  acquired  Stock (owned for at least six months)  having an aggregate
Fair Market  Value at the time of exercise  equal to the total  Option  Exercise
Price,  (iii) by  broker-assisted  cashless exercise or (iv) by a combination of
(i), (ii) and/or (iii).

            Stock  received upon exercise of an Outside  Director  Option may be
granted pursuant to any restrictions deemed appropriate by the Board.

            7.1.6  Termination.  Each Option Award Agreement shall set forth the
extent to which the Outside Director shall have the right to exercise the Option
following  termination of the Outside Director's service with the Company.  Such
provisions  shall be determined in the sole  discretion of the Board (subject to
applicable  law),  shall be included in the Option Award Agreement  entered into
with the Outside  Director,  need not be uniform  among all  Options  granted to
Outside Directors pursuant to the Plan and may reflect distinctions based on the
reasons for termination.

            To the  extent  the  Option  Award  Agreement  does  not  set  forth
termination provisions, the provisions of Article XVI shall control.

            7.1.7 Transferability of Options.  Except as otherwise determined by
the Board,  all Options  granted to an Outside  Director under the Plan shall be
exercisable  during his or her lifetime  only by such Outside  Director,  and no
Option granted under the Plan may be sold,  transferred,  pledged,  assigned, or
otherwise  alienated  or  hypothecated,  other  than by  will or by the  laws of
descent and distribution.

            The Board shall have the authority, in its discretion,  to grant (or
to sanction by way of amendment to an existing Award) Outside Director  Options,
which may be transferred by the Outside  Director  during his or her lifetime to
any Family Member.  A transfer of an Option pursuant hereto may only by effected
by the Company at the written  request of an Outside  Director  and shall become
effective only when recorded in the Company's record of outstanding  Options.  A
transferred Option shall continue to be governed by and subject to the terms and
limitations  of the Plan and the relevant  Award  Agreement,  and the transferee
shall be entitled to the same rights as the Outside Director,  as if no transfer
had taken place.

      7.2 Director Stock.

            7.2.1 Director Compensation. The Company intends to pay each Outside
Director (a) an annual  retainer,  payable in quarterly  installments  or in any
other manner (determined without regard to the Plan) (the "Retainer"),  (b) fees
for attendance at meetings of the Board of Directors and/or  committees  thereof
(determined  without regard to the Plan)  ("Meeting  Fees"),  and (c) such other
compensation  for  services  as a  director  ("Other  Compensation")  as  may be
determined from time to time by the Board. The Retainer,  the Meetings Fees, and
the Other Compensation (collectively,  "Director Compensation") shall be in such
amounts as may be set from time to time by the Board.

            7.2.2 Director  Compensation Payable in Cash or Stock. Except as the
Board may  otherwise  determine,  each  Outside  Director  shall be  entitled to
receive any component of his or her Director  Compensation  exclusively in cash,
exclusively in stock  ("Director  Stock") or any portion in cash and any portion
in Director Stock. The Board may from time to time require that all or a portion
of the  Director  Compensation  be paid in  Director  Stock.  To the  extent not
otherwise prescribed by the Board, each Director shall be given the opportunity,
during the month the Director first becomes a Director and during the last month
of each quarter  thereafter,  to elect among the three choices for the remainder
of the quarter (in the case of the election made when the Director first becomes
a  Director)  and for the  following  quarter  (in  the  case of any  subsequent
election).  If the  Director  chooses  to  receive  at least  some of his or her
Director  Compensation in Director  Stock,  the election shall also indicate the
percentage of each component of the Director Compensation to be paid in Director
Stock.  If a Director makes no election  during his or her first  opportunity to
make an election,  the Director  shall be assumed to have elected to receive his


                                       9
<PAGE>

or her entire  Director  Compensation  in cash. If a Director  makes no election
during any  succeeding  election  month,  the Director  shall be assumed to have
remade the election then currently in effect for that Director. An election by a
Director to receive a portion of his or her  Director  Compensation  in Director
Stock shall either (i) be approved by (a) the Committee or (b) the Board or (ii)
provide that Director Stock  received by the Director  pursuant to such election
shall be held by the Director for a period of at least six months.

            7.2.3  Payment  in  Director  Stock.  Except  as  may  otherwise  be
determined  by the Board,  issuances  of  Director  Stock in payment of Director
Compensation for a particular  quarter shall be made as of the first trading day
after  the end of such  calendar  quarter.  The  number of shares of Stock to be
issued to a Director as of the relevant trading date shall equal:

            [% multiplied by C] divided by P

            WHERE:

            % =         the percentage of the Director's  Compensation  that the
                        Director  is  required  and/or has elected to receive in
                        the form of Director Stock, expressed as a decimal;

            C =         the cash amount that  otherwise  would have been paid as
                        Director  Compensation  to the Director for the calendar
                        quarter; and

            P =         the  Fair  Market  Value  of one  share  of Stock on the
                        trading date

            For Director  Compensation not paid in quarterly  installments,  the
Board shall  determine  the relevant date of issuance for the shares of Stock to
be issued to a Director.

            Director  Stock shall not include any fractional  shares.  Fractions
shall be rounded to the nearest whole share.

ARTICLE VIII.  STOCK APPRECIATION RIGHTS

      8.1 Grant of SARs. Subject to the terms and conditions of the Plan, an SAR
may be granted to an Eligible  Person at any time and from time to time as shall
be determined by the  Committee.  The  Committee  may grant  Freestanding  SARs,
Tandem  SARs or any  combination  of these forms of SARs.  A stock  Appreciation
Right  granted  under the Plan  shall  confer on the  holder  thereof a right to
receive  upon  exercise  thereof the excess of (i) the Fair Market  Value of one
share of Stock on the date of exercise (or, if the Committee shall so determine,
at any time during a specified period before or after the date of exercise) over
(ii) the  grant  price of the  Stock  Appreciation  Right  as  specified  by the
Committee,  which price shall not be less than 100% of the Fair Market  Value of
one share of Stock on the date of grant of the Stock Appreciation Right.

      The Committee shall have complete  discretion in determining the number of
SARs  granted to each  Eligible  Person  (subject  to  Article  IV herein)  and,
consistent  with the  provisions  of the  Plan,  in  determining  the  terms and
conditions pertaining to such SARs.

      8.2 SAR Award Agreement. Each SAR grant shall be evidenced by an SAR Award
Agreement  that shall  specify the number of SARs granted,  the Base Value,  the
term of the SAR, the Exercise  Period,  the methods of exercise,  and such other
conditions or restrictions as the Committee shall determine,  including, but not
limited to, special provisions relating to a change in control.

      8.3 Exercise and Payment of SARs.  Tandem SARs may be exercised for all or
part of the Stock subject to the related  Option upon the surrender of the right
to exercise the equivalent  portion of the related  Option.  A Tandem SAR may be
exercised  only with respect to the shares of Stock for which its related Option
is then exercisable.

                                       10
<PAGE>

      Notwithstanding  any other  provision  of the Plan to the  contrary,  with
respect to a Tandem SAR granted in  connection  with an ISO:  (i) the Tandem SAR
will expire no later than the expiration of the  underlying  ISO; (ii) the value
of the payout with respect to the Tandem SAR may be for no more than one hundred
percent  (100%) of the  difference  between  the  Option  Exercise  Price of the
underlying  ISO and the Fair Market Value of the shares of Stock  subject to the
underlying ISO at the time the Tandem SAR is exercised; (iii) the Tandem SAR may
be exercised  only when the Fair Market Value of the shares of Stock  subject to
the ISO exceeds the Option  Exercise  Price of the ISO;  and (iv) the Tandem SAR
may be transferred only when the underlying ISO is  transferable,  and under the
same circumstances.

      Freestanding  SARs may be exercised upon whatever terms and conditions the
Committee, in its sole discretion, imposes upon them.

      A Participant may exercise an SAR at any time during the Exercise  Period.
SARs shall be exercised  by the delivery of a written  notice of exercise to the
Company,  setting forth the number of SARs being exercised.  Upon exercise of an
SAR, a Participant  shall be entitled to receive  payment from the Company in an
amount equal to the product of: (a) the excess of (i) the Fair Market Value of a
share of Stock on the date of exercise of (ii) the Base Value multiplied by: (b)
the number of shares of Stock with respect to which the SAR is exercised.

      At the sole  discretion of the Committee,  the payment to the  Participant
upon SAR exercise may be in cash, the shares of Stock of equivalent  value or in
some combination thereof.

      8.4  Termination.  Each SAR Award  Agreement shall set forth the extent to
which  the  Participant  shall  have the  right to  exercise  the SAR  following
termination  of  the   Participant's   employment   with  the  Company  and  its
Subsidiaries.  Such provisions shall be determined in the sole discretion of the
Committee,  shall be  included  in the SAR  Award  Agreement  entered  into with
Participants and may reflect distinctions based on the reasons for termination.

      To the  extent  the SAR Award  Agreement  does not set  forth  termination
provisions, the provisions of Article XVI shall control.

      8.5  Transferability  of  SARs.  Except  as  otherwise  determined  by the
Committee, all SARs granted to a Participant under the Plan shall be exercisable
during  his or  her  lifetime  only  by  such  Participant  or his or her  legal
representative,  and no SAR  granted  under  the Plan may be sold,  transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution.

ARTICLE IX.  UNRESTRICTED STOCK AND RESTRICTED STOCK

      9.1 Grant of  Unrestricted  Stock.  Subject to the terms and conditions of
the Plan,  Unrestricted  Stock  and/or  Restricted  Stock may be  granted  to an
Eligible Person at any time and from time to time, as shall be determined by the
Committee.

      The Committee shall have complete  discretion in determining the number of
shares of Unrestricted  Stock and/or  Restricted  Stock granted to each Eligible
Person (subject to Article IV herein) and, consistent with the provisions of the
Plan,  in  determining  the  terms and  conditions  pertaining  to such  Awards.
Restricted  Stock shall be subject to such  restrictions as may be determined by
the Committee and set forth in the Award Agreement.

      9.2 Period of Restriction.  Restricted  Stock shall be subject to a Period
of Restriction (after which restrictions will lapse),  which shall mean a period
commencing on the date the  Restricted  Stock is granted and ending on such date
as the  Committee  shall  determine.  The Committee may provide for the lapse of
restrictions in installments where deemed appropriate.

      9.3 Unrestricted Stock and Restricted Stock Award Agreement. Each grant of
Unrestricted  Stock  and/or  Restricted  Stock  shall be  evidenced  by an Award
Agreement that shall specify the number of shares of  Unrestricted  Stock and/or
Restricted Stock granted,  the Period or Periods of Restriction (if applicable),
and such other provisions as the Committee shall determine,  including,  but not
limited to, special provisions relating to a change in control.

                                       11
<PAGE>

      9.4  Transferability.  Restricted Stock granted hereunder may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated until the
end of the  applicable  Period of  Restriction  established by the Committee and
specified in the Award Agreement.  During the applicable  Period of Restriction,
all rights with respect to the Restricted  Stock granted to a Participant  under
the Plan shall be available  during his or her lifetime only to such Participant
or his or her legal representative.

      9.5 Certificates. No certificates representing Stock shall be delivered to
a Participant until such time as all restrictions applicable to such shares have
been satisfied.

      9.6  Removal  of  Restrictions.   Restricted  Stock  shall  become  freely
transferable by the Participant  after the last day of the Period of Restriction
applicable thereto.  However, the Committee, in its sole discretion,  shall have
the  right  to  immediately  vest  the  Stock  and  waive  all  or  part  of the
restrictions  and conditions with regard to all or part of the Stock held by any
Participant  at  any  time.   Once   Restricted   Stock  is  released  from  the
restrictions, the Participant shall be entitled to receive a certificate.

      9.7 Voting  Rights.  During the Period of  Restriction,  Participants  may
exercise full voting rights with respect to the Restricted Stock.

      9.8 Dividends and Other Distributions. Subject to the Committee's right to
determine  otherwise  at the time of grant,  during the  Period of  Restriction,
Participants  shall receive all regular cash  dividends paid with respect to the
Restricted  Stock  while  they are so held.  All other  distributions  paid with
respect to such Restricted  Stock shall be credited to  Participants  subject to
the same restrictions on  transferability  and  forfeitability as the Restricted
Stock with respect to which they were paid and shall be paid to the  Participant
promptly  after the full vesting of the  Restricted  Stock with respect to which
such distributions were made.

      9.9 Termination. Each Restricted Stock Award Agreement shall set forth the
extent to which the Participant shall have the right to receive Restricted Stock
payment following  termination of the  Participant's  employment or service with
the Company and its  Subsidiaries.  Such  provisions  shall be determined in the
sole  discretion  of the  Committee,  shall be included  in the Award  Agreement
entered  into with the  Participants,  need not be  uniform  among all grants of
Restricted Stock or among Participants and may reflect distinctions based on the
reasons for termination.

      To the extent the  Restricted  Stock  Award  Agreement  does not set forth
termination provisions, the provisions of Article XVI shall control.

ARTICLE X.  PERFORMANCE STOCK

      10.1 Grant of  Performance  Stock.  Subject to the terms and conditions of
the Plan, Performance Stock may be granted to an Eligible Person at any time and
from time to time, as shall be determined by the Committee.

      The Committee shall have complete  discretion in determining the number of
shares of Performance  Stock granted to each Eligible Person (subject to Article
IV herein) and,  consistent  with the provisions of the Plan, in determining the
terms and conditions pertaining to such Awards.

      10.2  Performance   Stock  Award  Agreement.   Each  grant  of  shares  of
Performance Stock shall be evidenced by a Performance Stock Award Agreement that
shall specify the number of shares of Performance Stock granted, the Performance
Period,  the Performance  Goals and such other provisions as the Committee shall
determine,  including,  but not limited  to,  special  provisions  relating to a
change in control.

      10.3 Value of Performance Stock. The value of a share of Performance Stock
shall be equal to the Fair Market Value of the Stock.  The  Committee  shall set
Performance Goals in its discretion which, depending on the extent to which they
are met, will determine the number and/or value of  Performance  Stock that will
be paid to the Participants.

                                       12
<PAGE>

      10.4 Performance  Period.  The Performance Period for Performance Stock is
the period over which the Performance Goals are measured. The Performance Period
is set by the Committee for each Award; however, in no event shall an Award have
a Performance Period of less than one year.

      10.5 Performance Goals. For each Award of Performance Stock, the Committee
shall establish  performance  objectives  ("Performance Goals") for the Company,
its Subsidiaries, and/or divisions of any of foregoing, based on the Performance
Criteria  and other  factors set forth in (a) and (b) below.  Performance  Goals
shall  include  payout  tables,  formulas  or  other  standards  to be  used  in
determining the extent to which the Performance  Goals are met, and, if met, the
number  of  shares  of  Performance  Stock  and/or  cash  (or  the  rate of such
conversion) and distributed to Participants in accordance with Section 10.7. All
Performance  Stock which may not be  converted  under the  Performance  Goals or
which are reduced by the  Committee or which may not be converted  for any other
reason  after the end of the  Performance  Period shall be cancelled at the time
they would otherwise be  distributable.  When the Committee  desires an Award to
qualify  under  Section  162(m) of the Code,  as amended,  the  Committee  shall
establish the Performance  Goals for the respective  Performance  Stock prior or
within 90 days of the  beginning  of the service  relating  to such  Performance
Goal,  and not later than after 25% of such period of service has  elapsed.  For
all other Awards,  the Performance  Goals must be established  before the end of
the respective Performance Period.

      (a)   The  Performance  Criteria which the Committee is authorized to use,
            in its sole  discretion,  are any of the  following  criteria or any
            combination thereof:

            (1)   Financial  performance  of  the  Company  (on  a  consolidated
                  basis), of one or more of its Subsidiaries,  and/or a division
                  of any of the  foregoing.  Such financial  performance  may be
                  based on net income,  EBITDA  (earnings  before  income taxes,
                  depreciation and  amortization),  revenues,  sales,  expenses,
                  costs, market share,  return on net assets,  return on assets,
                  return  on  capital,   profit  margin,   operating   revenues,
                  operating expenses, and/or operating income.

            (2)   Service performance of the Company (on a consolidated  basis),
                  of one or more of its  Subsidiaries,  and/or of a division  of
                  any of the foregoing.  Such service  performance  may be based
                  upon measured customer perceptions of service quality.

            (3)   The Company's  Stock price,  return on  stockholders'  equity,
                  total  stockholder   return  (Stock  price  appreciation  plus
                  dividends,  assuming the  reinvestment  of dividends),  and/or
                  earnings per share.

      (b)   Except to the extent otherwise  provided by the Committee in full or
            in part, if any of the  following  events occur during a Performance
            Period and would directly affect the determination of whether or the
            extent to which  Performance  Goals  are met,  the  effects  of such
            events  shall be  disregarded  in any such  computation:  changes in
            accounting  principles;  extraordinary  items;  changes  in tax laws
            affecting  net income;  and  natural  disasters,  including  floods,
            hurricanes, and earthquakes. No such adjustment shall be made to the
            extent such adjustment would cause the Performance  Stock to fail to
            satisfy the  performance  based  exemption of Section  162(m) of the
            Code.

      10.6 Earning of Performance Stock. After the applicable Performance Period
has ended, the Participant shall be entitled to receive a payout with respect to
the Performance Stock earned by the Participant over the Performance  Period, to
be determined as a function of the extent to which the corresponding Performance
Goals have been achieved.

      10.7 Form and Timing of Payment of  Performance  Stock.  Payment of earned
Performance   Stock  shall  be  made  following  the  close  of  the  applicable
Performance  Period.  The  Committee,  in its sole  discretion,  may pay  earned
Performance Stock in cash or in Stock (or in a combination  thereof),  which has
an  aggregate  Fair Market  Value  equal to the value of the earned  Performance
Stock at the  close of the  applicable  Performance  Period.  Such  Stock may be
granted subject to any restrictions deemed appropriate by the Committee.

                                       13
<PAGE>

      10.8  Termination.  Each Performance Stock Award Agreement shall set forth
the  extent  to which  the  Participant  shall  have  the  right  to  receive  a
Performance Stock payment following termination of the Participant's  employment
or service with the Company and its  Subsidiaries  during a Performance  Period.
Such  provisions  shall be determined in the sole  discretion of the  Committee,
shall be included in the Award Agreement  entered into with  Participants,  need
not be uniform among all grants of Performance  Stock or among  Participants and
may reflect distinctions based on reasons for termination.

      To the extent the  Performance  Stock Award  Agreement  does not set forth
termination provisions, the provisions of Article XVI shall control.

      10.9 Transferability.  Except as otherwise determined by the Committee,  a
Participant's  rights with respect to  Performance  Stock granted under the Plan
shall be available during the Participant's lifetime only to such Participant or
the Participant's  legal  representative  and Performance Stock may not be sold,
transferred,  pledged,  assigned or otherwise  alienated or hypothecated,  other
than by will or by the laws of descent and distribution.

ARTICLE XI.  OTHER STOCK-BASED AWARDS

      The Committee shall have the right to grant to Eligible Persons such other
Stock-Based Awards which may include,  without limitation,  the payment of Stock
in lieu of cash and the  payment  of Stock in lieu of cash under  other  Company
incentive or bonus programs as are deemed by the Committee to be consistent with
the purpose of the Plan;  provided,  however,  that such grants must comply with
applicable law.  Subject to the terms of the Plan, the Committee shall determine
the terms and conditions of such Awards.

ARTICLE XII.  STOCK PURCHASE PROGRAM

      12.1 Establishment of Program.

      Subject to the terms of the Plan and compliance  with  applicable law, the
Board or Committee may, from time to time,  establish one or more programs under
which Eligible  Persons will be permitted to purchase  shares of Stock under the
Plan,  and shall  designate  the  Eligible  Persons to  participate  under Stock
purchase  programs.  The purchase price for shares of Stock available under such
programs,  and other terms and  conditions of such programs shall be established
by the Board or Committee.  The purchase  price may not be less than 100% of the
Fair  Market  Value of the Stock at the time of  purchase  (or in the Board's or
Committee's discretion,  the average Stock value over a period determined by the
Board or  Committee),  and further  provided that the purchase  price may not be
less than par value.

      12.2 Restrictions.

      The Board or Committee may impose such restrictions with respect to shares
of Stock purchased  under this Article XII as the Board or Committee  determines
to  be  appropriate.   Such  restrictions  may  include,   without   limitation,
restrictions  of the type that may be imposed with respect to  Restricted  Stock
under Article IX.

ARTICLE XIII.  DEFERRALS

      The Committee may, in its sole  discretion,  permit a Participant to defer
the  Participant's  receipt of the payment of cash or the delivery of Stock that
would otherwise be due to such Participant  under the Plan. If any such deferral
election is permitted,  the Committee shall, in its sole  discretion,  establish
rules and procedures for such payment deferrals.

ARTICLE XIV.  RIGHTS OF PARTICIPANTS

      14.1 No Rights to Awards. No Eligible Person,  Participant or other Person
shall have any claim to be  granted  any Award  under the Plan,  and there is no
obligation  for  uniformity of treatment of Eligible  Persons,  Participants  or
holders or  beneficiaries  of Awards under the Plan. The terms and conditions of
Awards need not be the same with respect to different Participants.

                                       14
<PAGE>

      14.2 Award  Agreements.  No  Participant  will have rights  under an Award
granted to such Participant  unless and until an Award Agreement shall have been
duly executed on behalf of the Company.

      14.3 No Limit on Other Compensation Arrangements. Nothing contained in the
Plan shall prevent the Company or any Subsidiary  from adopting or continuing in
effect other or additional compensation arrangements,  and such arrangements may
be either generally applicable or applicable only in specific cases.

      14.4 No Right to  Employment,  etc.  The  grant of an Award  shall  not be
construed as giving a Participant the right to be retained in the employ,  or as
a  consultant,  or as giving an  Outside  Director  the right to  continue  as a
director,  of the  Company  or any  Subsidiary.  In  addition,  the  Company  or
Subsidiary  may at any time  dismiss  a  Participant  from  employment,  or as a
consultant,  or  terminate  the  term of an  Outside  Director,  free  from  any
liability or any claim under the Plan,  unless otherwise  expressly  provided in
the Plan or in any Award Agreement.

      14.5  Limitation of Implied  Rights.  Neither a Participant  nor any other
Person  shall,  by  reason  of the  Plan,  acquire  any right in or title to any
assets,  funds  or  property  of  the  Company  or  any  Subsidiary  whatsoever,
including,  without  limitation,  any specific  funds,  assets or other property
which the Company or any Subsidiary, in their sole discretion,  may set aside in
anticipation  of a liability  under the Plan.  A  Participant  shall have only a
contractual  right to the  Stock or  amounts,  if any,  payable  under the Plan,
unsecured by any assets of the Company or any Subsidiary.  Nothing  contained in
the Plan shall constitute a guarantee that the assets of such companies shall be
sufficient to pay any benefits to any Person.

      14.6 No Right as a Stockholder.  Except as otherwise provided in the Plan,
no Award  under the Plan shall  confer  upon the holder  thereof  any right as a
stockholder  of the Company prior to the date on which the  individual  fulfills
all conditions for receipt of such rights.

      14.7 Waiver.  Each  Participant,  by  acceptance  of an Award,  waives all
rights to specific  performance  or  injunctive  or other  equitable  relief and
acknowledges  that  he or she  has an  adequate  remedy  at law in the  form  of
damages.

ARTICLE XV.  PAYMENT FOR AWARDS AND WITHHOLDING

      15.1  Payment for  Awards.  In the event a  Participant  elects to pay the
Option  Exercise  Price or make  payment for any other Award  through  tender of
previously acquired Stock, (i) only a whole number of share(s) of Stock (and not
fractional  shares of Stock) may be tendered in payment,  (ii) such  Participant
must  present  evidence  acceptable  to the Company that he or she has owned any
such shares of Stock tendered in payment (and that such shares of Stock tendered
have not been subject to any  substantial  risk of forfeiture)  for at least six
months  prior to the date of  exercise  and (iii)  Stock must be tendered to the
Company, either by actual delivery of the shares or by attestation. When payment
is made by tender of Stock, the difference, if any, between the aggregate amount
payable and the Fair Market Value of the  share(s) of Stock  tendered in payment
(plus any applicable  taxes) shall be paid by check.  No Participant  may tender
shares of Stock  having a Fair  Market  Value  exceeding  the  aggregate  Option
Exercise Price or other payment due.

      15.2  Loans and  Guarantees.  Except  as  prohibited  by Sec.  4.02 of the
Sarbanes-Oxley  Act of 2002 and Sec.  13(k) of the Exchange  Act, the  Committee
may, in its discretion, cause the Company to guarantee a loan from a third party
to the  Participant  or to make a loan to the  Participant in an amount equal to
all or any portion of the Option Exercise Price and/or any related income taxes.
Any such guarantee or loan by the Company pursuant to this section shall be upon
the following terms and conditions:

            15.2.1 Term of Loan. Each loan or guarantee will extend for a period
of not more than five (5) years.

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<PAGE>

            15.2.2  Promissory Note. Each loan will be evidenced by a promissory
note  given by the  Participant  and for which the  Participant  shall have full
personal liability. Each such note shall bear interest at such rate per annum as
determined by the  Committee,  which interest shall be not less than the rate in
effect for the Company's  senior  indebtedness  to a financial  institution  and
shall be payable at such times as  determined  by the  Committee but at least no
less frequently than annually.  Payments of principal,  or installments thereof,
need not be required by the terms of the notes,  but may be required  thereby if
so determined by the  Committee.  Principal and interest may be prepaid in whole
or in part,  from time to time,  without  penalty.  Each such note  shall in all
events become due and payable  without  demand on the fifth  anniversary  of the
date of the note, or upon the  Participant's  failure to pay any  installment of
principal and interest  when due or within 30 days  thereafter,  or  immediately
upon the insolvency or bankruptcy of the Participant, or within 30 days from the
date of termination of the  Participant's  employment or  directorship or office
for whatever  cause,  excepting only death,  Disability and  Retirement.  In the
event of the death of a  Participant,  such note shall  become  due and  payable
without  demand  9  months  from the  date of such  death.  In the  event of the
Disability or Retirement of a Participant such note shall become due and payable
without demand 3 months from the date of such  permanent  disability or approved
retirement.

            15.2.3  Pledge of Stock.  Each note or guaranty will be secured by a
pledge of the  shares of Stock  purchased  with the  proceeds  of the loan which
shall be deposited  with the Company.  Dividends  paid on shares  subject to the
pledge shall be first applied against  interest  charges due upon the bank loan,
or the note secured,  with any balance applied to reduce the principal  thereof.
Regardless  of any other  provision of this Plan,  shares  pledged to secure the
guarantee or note may not be withdrawn from the pledge unless the  proportionate
amount  of the  guaranteed  bank  loan or the  note  secured  thereby  shall  be
immediately repaid.

            15.2.4  Other Terms and  Conditions.  All such notes,  guaranty  and
pledges may contain such further terms and conditions consistent with this Plan,
including provisions for additional collateral security, as may be determined by
the Committee. from time to time.

            15.2.5 Approval by Stockholders.  Approval and adoption of this Plan
by  the   stockholders  of  the  Company  shall  constitute  full  and  complete
authorization for any guaranty,  loan, or interest  reimbursement  made to or on
behalf of Participant hereunder.

            15.2.6 Loans to Outside  Directors and Consultants.  Notwithstanding
anything contained herein to the contrary,  each note or guaranty representing a
loan or guaranty to a Non-Employee  Director or Consultant shall be secured by a
pledge of shares  equal to twice their  maximum loan value as defined in Federal
Reserve Regulation U (12 CFR Part 221) or by such other or additional collateral
security as the Committee  deems  appropriate  and in the best  interests of the
Company.

            15.2.7  Prohibition of Loans to Officers and Directors.  Pursuant to
Sec. 402 of the  Sarbanes-Oxley  Act of 2002 and Sec. 13(k) of the Exchange Act,
the Company is prohibited, directly or indirectly, from extending or maintaining
credit,  arranging  for the  extension  of credit,  or renewing an  extension of
credit,  in the form of a  personal  loan to or for any  director  or  executive
officer (or equivalent thereof) of the Company.

      15.3  Notification  under  Section  83(b).  If  a  Participant  shall,  in
connection  with the  exercise  of any  Option,  or the  grant  of any  share of
Restricted  Stock,  make the election  permitted under Section 83(b) of the code
(i.e., an election to include in such Participant's  gross income in the year of
transfer the amounts  specified in Section 83(b) of the Code),  such Participant
shall notify the Company of such election within 10 days of filing notice of the
election  with the  Internal  Revenue  Service,  in  addition  to any filing and
notification  required  pursuant to  regulations  issued under the  authority of
Section 83(b) of the Code.

      15.4 Tax  Withholding.  The Company  shall have the power and the right to
deduct or withhold,  or require a Participant to remit to the Company, an amount
(including any Stock withheld as provided below)  sufficient to satisfy federal,
state and local taxes (including the Participant's FICA obligation)  required by
law to be withheld with respect to an Award made under the Plan.

      15.5 Stock Withholding.  With respect to tax withholding required upon the
exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock,
or upon any other taxable event arising out of or as a result of Awards  granted
hereunder,  Participants  may elect to satisfy the withholding  requirement,  in
whole or in part, by tendering Stock held by the Participant (by actual delivery
of the shares or by attestation) or by having the Company  withhold Stock having
a Fair  Market  Value equal to the  minimum  statutory  total tax which could be
imposed on the transaction. All elections shall be irrevocable,  made in writing
and signed by the Participant.

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<PAGE>

ARTICLE XVI.  TERMINATION OF EMPLOYMENT/SERVICE

      16.1  Options  to  Employees  and  Officers.  If a  Participant  who is an
Employee or officer has a Termination  of  Employment,  then,  unless  otherwise
provided by the Committee or in the Award  Agreement,  the following  provisions
shall apply;

            16.1.1 Death. If the  Participant's  Termination of Employment is on
account of death, then unvested options shall be forfeited,  and Options, to the
extent  they  are  vested  on the  date of  Termination  of  Employment,  may be
exercised,  in whole or in part, by the Participant's  Designated Beneficiary at
any time on or before  the  earlier to occur of (x) the  Expiration  Date of the
Option  and (y) the  first  anniversary  of the  date  of  such  Termination  of
Employment.

            16.1.2 Retirement. If the Participant's Termination of Employment is
on account of Retirement, then unvested options shall be forfeited, and Options,
to the extent they are vested on the date of Termination  of Employment,  may be
exercised,  in whole or in part, by the Participant at any time on or before the
earlier to occur of (x) the  Expiration  Date of the Option and (y) three months
after the date of such Termination of Employment.

            16.1.3 Disability. If the Participant's Termination of Employment is
on account of Disability,  unvested Options shall be forfeited,  and Options, to
the extent  they are vested on the date of  Termination  of  Employment,  may be
exercised,  in whole or in part, by the Participant at any time on or before the
earlier  to occur of (x) the  Expiration  Date of the  Option  and (y) the first
anniversary of the date of such Termination of Employment.

            16.1.4 Cause. If the  Participant's  Termination of Employment is on
account of cause, all outstanding Options, vested and unvested,  shall terminate
and be forfeited on the date of such Termination of Employment.

            16.1.5 Other Reasons. If the Participant's termination of Employment
is for any reason other than those enumerated in Sections 16.1.1 through 16.1.4,
unvested Options shall be forfeited,  and Options, to the extent they are vested
on the date of Termination of Employment, may be exercised, in whole or in part,
by the  Participant  at any time on or before  the  earlier  to occur of (x) the
Expiration  Date of the  Option  and (y)  three  months  after  the date of such
Termination of Employment.

            16.1.6  Death  after   Termination   of   Employment.   If  (a)  the
Participant's  Termination  of Employment is for any reason other than death and
(b) the  Participant  dies after such  Termination  of Employment but before the
date the Options must be exercised  as set forth in the  preceding  subsections,
unvested  Options  shall be forfeited,  and any Options,  to the extent they are
vested on the date of the Participant's death, may be exercised,  in whole or in
part, by the Participant's  Designated  Beneficiary at any time on or before the
earliest  to occur of (x) the  Expiration  Date of the  Option and (y) the first
anniversary of the date of death.

            Reload Options may not be granted after a Termination of Employment.

      16.2  Options to Outside  Directors.  If a  Participant  who is an Outside
Director has a Termination of Service,  then,  unless otherwise  provided by the
Committee or in the Award Agreement, the following provisions shall apply:

            16.2.1  Death.  If the  Participant's  Termination  of Service is on
account of death, then unvested options shall be forfeited,  and Options, to the
extent they are vested on the date of Termination of Service,  may be exercised,
in whole or in part, by the Participant's  Designated Beneficiary at any time on
or before the earlier to occur of (x) the Expiration  Date of the Option and (y)
the first anniversary of the date of such Termination of Service.

            16.2.2 Disability. If the Participant's Termination of Service is on
account of Disability,  unvested Options shall be forfeited, and Options, to the
extent they are vested on the date of Termination of Service,  may be exercised,
in whole or in part, by the  Participant at any time on or before the earlier to
occur of (x) the Expiration Date of the Option and (y) the first  anniversary of
the date of such Termination of Service.

                                       17
<PAGE>

            16.2.3 Retirement After Five Years of Service.  If the Participant's
Termination of Service is on account of retirement from the Board,  after having
served at least five (5) years as a director,  then all outstanding  Options, to
the extent not vested, shall vest, and all outstanding Options may be exercised,
in whole or in part, by the  Participant at any time on or before the Expiration
Date of the Option.

            16.2.4  Cause.  If the  Participant's  Termination  of Service is on
account of cause, all outstanding Options, vested and unvested,  shall terminate
and be forfeited on the date of such Termination of Service.

            16.2.5 Other Reasons. If the Participant's Termination of Service is
for any reason other than those  enumerated in Sections  16.2.1 through  16.2.4,
unvested Options shall be forfeited,  and Options, to the extent they are vested
on the date of Termination of Service, may be exercised, in whole or in part, by
the  Participant  at any  time on or  before  the  earlier  to  occur of (x) the
Expiration  Date of the  Option  and (y)  three  months  after  the date of such
Termination of Service.

            16.2.6 Death after Termination of Service.  If (a) the Participant's
Termination  of  Service  is for  any  reason  other  than  death  and  (b)  the
Participant  dies after  such  Termination  of  Service  but before the date the
Options must be exercised as set forth in the  preceding  subsections,  unvested
Options  shall be forfeited,  and any Options,  to the extent they are vested on
the date of the Participant's  death, may be exercised,  in whole or in part, by
the Participant's  Designated  Beneficiary at any time on or before the earliest
to occur of (x) the Expiration Date of the Option and (y) the first  anniversary
of the date of death.

      16.3 Performance Stock.

            16.3.1 Termination of Employment Due to Death or Disability.  In the
event of the  Participant's  Termination  of  Employment  by  reason of death or
Disability,  the Participant  shall receive a lump sum payout of all outstanding
Performance Stock calculated as if all unfinished  Performance Periods had ended
with 100% of the Performance  Goals achieved,  payable in the year following the
date of Termination of Employment.

            16.3.2 Termination of Employment for Other Reasons.  In the event of
the Participant's Termination of Employment for other than a reason set forth in
Section 16.3.1 (and other than for Cause),  the  Participant may receive no more
than a prorated payout of all Performance  Stock,  based on the number of months
the Participant  worked during the respective  Performance Period divided by the
number of months in the Performance Period.

            16.3.3  Termination  of  Employment  for  Cause.  In the  event of a
Participant's  Termination of Employment for Cause, all Performance  Stock shall
be forfeited by the Participant to the Company.

      16.4 Other Awards.  If a Participant  has a Termination of Employment or a
Termination of Service,  then, unless otherwise  provided by the Committee or in
the Award Agreement,  all Awards,  other than the Awards  enumerated in Sections
16.1,  16.2 and  16.3,  shall  terminate  and be  forfeited  on the date of such
Termination of Employment or Termination of Service.

ARTICLE XVII.  CANCELLATION AND RESCISSION OF AWARDS

      17.1 Cancellation and Rescission;  Detrimental Activity.  Unless the Award
Agreement  specifies  otherwise,  the  Committee may cancel,  rescind,  suspend,
withhold or  otherwise  limit or restrict  any  unexpired,  unpaid,  or deferred
Awards at any time if the  Participant is not in compliance  with all applicable
provisions of the Award Agreement and the Plan, or if the Participant engages in
any  "Detrimental  Activity".  For purposes of this Article  XVII,  "Detrimental
Activity" shall include:  (i) the rendering of services for any  organization or
engaging directly or indirectly in any business which is or becomes  competitive
with the  Company,  or which  organization  or  business,  or the  rendering  of
services to such organization or business,  is or becomes otherwise  prejudicial
to or in conflict  with the  interests of the Company;  (ii) the  disclosure  to
anyone  outside the Company,  or the use in other than the  Company's  business,
without  prior  written  authorization  from the  Company,  of any  confidential
information or material relating to the business of the Company, acquired by the
Participant  either during or after employment with the Company;  (iii) activity
that  results in  termination  of the  Participant's  employment  or service for
cause; (iv) a violation of any rules, policies,  procedures or guidelines of the


                                       18
<PAGE>

Company,  including,  but not limited to, the Company's Code of Conduct; (v) any
attempt,  directly or  indirectly,  to induce any  employee of the Company to be
employed or perform services  elsewhere or any attempt,  directly or indirectly,
to  solicit  the trade or  business  of any  current  or  prospective  customer,
supplier or partner of the Company or (vi) any other  conduct or act  determined
by the Board to be injurious,  detrimental or prejudicial to any interest of the
Company.

      17.2  Certification  of  Compliance.  Upon  exercise,  payment or delivery
pursuant to an Award,  the  Participant,  if  requested  by the  Company,  shall
certify in a manner  acceptable  to the Company that he or she is in  compliance
with the terms and conditions of the Plan.

      17.3  Repayment  of Gain;  Set-off.  In the event a  Participant  fails to
comply with the  provisions  of (i)-(vi) of Section 17.1 prior to, or during the
six months after, any exercise,  payment or delivery  pursuant to an Award, such
exercise,  payment or delivery may be rescinded within two years thereafter.  In
the event of any such rescission,  the Participant  shall pay to the Company the
amount of any gain  realized or payment  received  as a result of the  rescinded
exercise,  payment or delivery,  in such manner and on such terms and conditions
as may be  required,  and the Company  shall be entitled to set-off  against the
amount of any such gain any amount owed to the Participant by the Company.

ARTICLE XVIII.  CHANGE IN CONTROL

      Except as  otherwise  determined  by the  Committee  or Board or except as
otherwise  provided in the Award  Agreement,  upon the occurrence of a Change in
Control:

      (a)   any and all  outstanding  Options and SARs will  immediately  become
            vested and exercisable;
      (b)   all restrictions  applicable to outstanding  Restricted Stock, Other
            Stock-Based  Awards and Stock purchased by Participants  pursuant to
            Article XII will  immediately  lapse and such Stock will immediately
            become fully vested;
      (c)   the 100%  Performance  Goal for all  Performance  Stock  relating to
            incomplete  Performance  Periods  shall be deemed to have been fully
            achieved and shall be converted and  distributed in accordance  with
            the other terms of the Award Agreement and this Plan.

ARTICLE XIX.  AMENDMENT, MODIFICATION AND TERMINATION

      The Board may, at any time and from time to time, alter, amend, suspend or
terminate the Plan in whole or in part, without the approval of the stockholders
of the Company, except as stockholder approval may be required (i) to permit the
Company to  deduct,  in  computing  its income  tax  liability  pursuant  to the
provisions  of the Code,  compensation  resulting  from  Awards,  (ii) to retain
incentive  stock option  treatment  under Section 422 of the Code or (iii) under
the listing  requirements of any securities  exchange on which are listed any of
the Company's equity securities.

      No  termination,  amendment or  modification  of the Plan shall  adversely
affect in any material way any Award previously  granted under the Plan, without
the  written  consent  of  the  Participant  holding  such  Award,  unless  such
termination,  modification or amendment is required by applicable law and except
as otherwise provided herein.

ARTICLE XX.  SUCCESSORS

      All  obligations  of the Company  under the Plan,  with  respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence  of such  successor  is the result of a direct or  indirect  purchase,
merger,  consolidation or otherwise of all or substantially  all of the business
and/or assets of the Company.

ARTICLE XXI.  LEGAL CONSTRUCTION

      21.1 Gender and Number.  Except where otherwise  indicated by the context,
any masculine term used herein also shall include the feminine, the plural shall
include the singular and the singular shall include the plural.

                                       19
<PAGE>

      21.2  Severability.  In the event any  provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

      21.3 Requirements of Law. The granting of Awards and the issuance of Stock
under the Plan shall be subject to all applicable  laws,  rules and regulations,
and to such  approvals  by any  governmental  agencies  or  national  securities
exchanges as may be required.

      21.4  Governing Law. To the extent not preempted by federal law, the Plan,
and all  agreements  hereunder,  shall be  construed  in  accordance  with,  and
governed by, the laws of the State of Delaware,  except with regard to conflicts
of law provisions.

ARTICLE XXII.  DURATION OF THE PLAN

      Subject to the Board's  right to earlier  terminate  the Plan  pursuant to
Article XIX hereof,  the Plan shall  terminate  ten (10) years after the date of
the  adoption  of the Plan by the Board.  However,  unless  otherwise  expressly
provided in the Plan or in an applicable Award Agreement,  any Award theretofore
granted may extend beyond the end of such 10-year  period,  and the authority of
the Committee  provided for  hereunder  with respect to the Plan and any Awards,
and the  authority  of the Board of  Directors of the Company to amend the Plan,
shall extend beyond the end of such period.


Date Plan adopted by Board: December 12, 2001
Date Plan approved by Stockholders: February 27, 2002
Date Amended Plan adopted by Board: November 17, 2004
Date Amended Plan approved by stockholders: January 19, 2005

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