EXHIBIT 10.2


                                SKIN SHOES, INC.

                               2005 INCENTIVE PLAN

                                    ARTICLE I

                        PURPOSE AND ADOPTION OF THE PLAN

      1.01. Purpose. The purpose of the Skin Shoes, Inc. 2005 Incentive Plan (as
amended from time to time, the "Plan") is to assist in attracting and retaining
highly competent employees, directors and consultants to act as an incentive in
motivating selected employees, directors and consultants of Skin Shoes, Inc. and
its Subsidiaries to achieve long-term corporate objectives and to enable
stock-based and cash-based incentive awards to qualify as performance-based
compensation for purposes of the tax deduction limitations under Section 162(m)
of the Code.

      1.02. Adoption and Term. The Plan has been approved by the Board to be
effective as of October 26, 2005 and has been approved by the stockholders of
the Company to be effective as of October 26, 2005. The Plan shall remain in
effect until terminated by action of the Board; provided, however, that no
Awards may be granted hereunder after the tenth anniversary of its initial
effective date.

      1.03 Share Exchange Transaction. The Company is a party to that certain
Share Exchange Agreement dated November 2, 2005, and as amended February 1,
2006, by and between the Company and Logicom Inc., a Nevada corporation
("Logicom"), whereby Logicom shall assume the Plan and all Awards then in
existence upon the closing of the transactions contemplated thereby (the "Share
Exchange Transaction"). Upon the closing of the Share Exchange Transaction, the
governing law reflected in Section 10.10 hereof shall change, with no further
action by the Board or the stockholders of the Company or Logicom, to be
governed by the laws of Nevada and construed in accordance therewith.


                                   ARTICLE II

                                   DEFINITIONS

      For the purpose of this Plan, capitalized terms shall have the following
meanings:

      2.01. Award means any one or a combination of Non-Qualified Stock Options
or Incentive Stock Options described in Article VI, Stock Appreciation Rights
described in Article VI, Restricted Shares described in Article VII, Performance
Awards described in Article VIII, Stock Units and other stock-based Awards
described in Article IX, short-term cash incentive Awards described in Article X
or any other Award made under the terms of the Plan.


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      2.02. Award Agreement means a written agreement between the Company and a
Participant or a written acknowledgment from the Company to a Participant
specifically setting forth the terms and conditions of an Award granted under
the Plan.

      2.03. Award Period means, with respect to an Award, the period of time, if
any, set forth in the Award Agreement during which specified target performance
goals must be achieved or other conditions set forth in the Award Agreement must
be satisfied.

      2.04. Beneficiary means an individual, trust or estate who or which, by a
written designation of the Participant filed with the Company, or if no such
written designation is filed, by operation of law, succeeds to the rights and
obligations of the Participant under the Plan and the Award Agreement upon the
Participant's death.

      2.05. Board means the Board of Directors of the Company.

      2.06. Change in Control means, and shall be deemed to have occurred upon
the occurrence of, any one of the following events, all of which shall exclude
the closing of the Share Exchange Transaction and the transactions contemplated
thereby:

            (a) The acquisition in one or more transactions, other than from the
Company, by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act), other than the Company, a Subsidiary
or any employee benefit plan (or related trust) sponsored or maintained by the
Company or a Subsidiary, of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of a number of Company Voting
Securities in excess of 25% of the Company Voting Securities unless such
acquisition has been approved by the Board;

            (b) Any election has occurred of persons to the Board that causes
two-thirds of the Board to consist of persons other than (i) persons who were
members of the Board on the effective date of the Plan and (ii) persons who were
nominated for elections as members of the Board at a time when two-thirds of the
Board consisted of persons who were members of the Board on the effective date
of the Plan, provided, however, that any person nominated for election by a
Board at least two-thirds of whom constituted persons described in clauses (i)
and/or (ii) or by persons who were themselves nominated by such Board shall, for
this purpose, be deemed to have been nominated by a Board composed of persons
described in clause (i);


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            (c) The consummation (i.e. closing) of a reorganization, merger or
consolidation involving the Company, unless, following such reorganization,
merger or consolidation, all or substantially all of the individuals and
entities who were the respective beneficial owners of the Outstanding Common
Stock and Company Voting Securities immediately prior to such reorganization,
merger or consolidation, following such reorganization, merger or consolidation
beneficially own, directly or indirectly, more than seventy five percent (75%)
of, respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors or trustees, as the case may be, of the
entity resulting from such reorganization, merger or consolidation in
substantially the same proportion as their ownership of the Outstanding Common
Stock and Company Voting Securities immediately prior to such reorganization,
merger or consolidation, as the case may be;

            (d) The consummation (i.e. closing) of a sale or other disposition
of all or substantially all the assets of the Company, unless, following such
sale or disposition, all or substantially all of the individuals and entities
who were the respective beneficial owners of the Outstanding Common Stock and
Company Voting Securities immediately prior to such reorganization, merger or
consolidation, following such reorganization, merger or consolidation
beneficially own, directly or indirectly, more than seventy five percent (75%)
of, respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors or trustees, as the case may be, of the
entity purchasing such assets in substantially the same proportion as their
ownership of the Outstanding Common Stock and Company Voting Securities
immediately prior to such sale or disposition, as the case may be; or

            (e) a complete liquidation or dissolution of the Company.

      2.07. Code means the Internal Revenue Code of 1986, as amended. References
to a section of the Code shall include that section and any comparable section
or sections of any future legislation that amends, supplements or supersedes
said section.

      2.08. Committee means the Committee defined in Section 3.01.

      2.09. Company means Skin Shoes, Inc., a Delaware corporation, and its
successors and assigns, including, but not limited to, Logicom.

      2.10. Common Stock means Common Stock of the Company, par value $.001 per
share.


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      2.10. Company Voting Securities means the combined voting power of all
outstanding voting securities of the Company entitled to vote generally in the
election of directors to the Board.

      2.12. Date of Grant means the date designated by the Committee as the date
as of which it grants an Award, which shall not be earlier than the date on
which the Committee approves the granting of such Award.

      2.13. Dividend Equivalent Account means a bookkeeping account related to
an Award that is credited with the amount of any cash dividends or stock
distributions that would be payable with respect to the shares of Common Stock
subject to such Awards had such shares been outstanding shares of Common Stock.

      2.14 Exchange Act means the Securities Exchange Act of 1934, as amended.

      2.15. Exercise Price means, with respect to a Stock Appreciation Right,
the amount established by the Committee in the Award Agreement which is to be
subtracted from the Fair Market Value on the date of exercise in order to
determine the amount of the payment to be made to the Participant, as further
described in Section 6.02(b).

      2.16. Fair Market Value means, on any date, (i) the closing sale price of
a share of Common Stock, as reported on the Composite Tape for New York Stock
Exchange Listed Companies (or other established stock exchange on which the
Common Stock is regularly traded) on such date or, if there were no sales on
such date, on the last date preceding such date on which a sale was reported;
(ii) if the Common Stock is not listed for trading on an established stock
exchange, the closing sale price of a share of Common Stock on The Nasdaq Stock
Market's National Market ("NNM") or SmallCap Market ("NSM"), or if there were no
sales on such date, on the last date preceding such date on which a sale was
reported; (iii) if shares of Common Stock are not listed for trading on an
established stock exchange or quoted on NNM or NSM, but a regular, active public
market for the Common Stock exists (as determined in the sole discretion of the
Committee, whose discretion shall be conclusive and binding), the average of the
closing bid and ask quotations per share of Common Stock in the over-the-counter
("OTC") market for such shares on such date or, if no quotations are available
on such date, on the last date preceding such date on which a quotation was
reported; or (iv) if shares of Common Stock are not listed for trading on an
established stock exchange or quoted on NNM or NSM or OTC, Fair Market Value
shall be determined by the Committee in good faith. Such definition of Fair
Market Value shall be specified in the Award Agreement and may differ depending
on whether Fair Market Value is in reference to the grant, exercise, vesting, or
settlement or payout of an Award.


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      2.17. Incentive Stock Option means a stock option within the meaning of
Section 422 of the Code.

      2.18. Merger means any merger, reorganization, consolidation, exchange,
transfer of assets or other transaction having similar effect involving the
Company.

      2.19. Non-Qualified Stock Option means a stock option which is not an
Incentive Stock Option.

      2.20. Options means all Non-Qualified Stock Options and Incentive Stock
Options granted at any time under the Plan.

      2.21. Outstanding Common Stock means, at any time, the issued and
outstanding shares of Common Stock.

      2.22. Participant means a person designated to receive an Award under the
Plan in accordance with Section 5.01.

      2.23. Performance Awards means Awards granted in accordance with Article
VIII.

      2.24. Performance Goals means any of the following (in absolute terms or
relative to one or more other companies or indices): operating income, operating
profit (earnings from continuing operations before interest and taxes), earnings
per share, return on investment or working capital, return on stockholders'
equity, economic value added (the amount, if any, by which net operating profit
after tax exceeds a reference cost of capital), reductions in inventory,
inventory turns and on-time delivery performance, any one of which may be
measured with respect to the Company or any one or more of its Subsidiaries and
divisions and either in absolute terms or as compared to another company or
companies, and quantifiable, objective measures of individual performance
relevant to the particular individual's job responsibilities.

      2.25. Plan shall have the meaning given to such term in Section 1.01.

      2.26. Purchase Price, with respect to Options, shall have the meaning set
forth in Section 6.01(b).

      2.27. Restoration Option means a Non-Qualified Stock Option granted
pursuant to Section 6.01(f).

      2.28. Restricted Shares means Common Stock subject to restrictions imposed
in connection with Awards granted under Article VII.

      2.29. Retirement means early or normal retirement under a pension plan or
arrangement of the Company or one of its Subsidiaries in which the Participant
participates or, in the case of a Participant who is a non-employee member of
the Board, retirement under the Board's retirement policy, if any.


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      2.30. Rule 16b-3 means Rule 16b-3 promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act, as the same may be
amended from time to time, and any successor rule.

      2.31. Stock Appreciation Rights means awards granted in accordance with
Article VI.

      2.32 Subsidiary means a subsidiary of the Company within the meaning of
Section 424(f) of the Code.

      2.33. Termination of Service means the voluntary or involuntary
termination of a Participant's service as an employee, director or consultant
with the Company or a Subsidiary for any reason, including death, disability,
retirement or as the result of the divestiture of the Participant's employer or
any similar transaction in which the Participant's employer ceases to be the
Company or one of its Subsidiaries. Whether entering military or other
government service shall constitute Termination of Service, or whether and when
a Termination of Service shall occur as a result of disability, shall be
determined in each case by the Committee in its sole discretion.


                                   ARTICLE III

                                 ADMINISTRATION

      3.01. Committee.

            (a) Duties and Authority. The Plan shall be administered by the
Compensation committee of the Board ("Committee") comprised of at least two
persons. The Committee shall have exclusive and final authority in each
determination, interpretation or other action affecting the Plan and its
Participants. The Committee shall have the sole discretionary authority to
interpret the Plan, to establish and modify administrative rules for the Plan,
to impose such conditions and restrictions on Awards as it determines
appropriate, and to take such steps in connection with the Plan and Awards
granted hereunder as it may deem necessary or advisable. The Committee shall
not, however, have or exercise any discretion that would disqualify amounts
payable under Article X as performance-based compensation for purposes of
Section 162(m) of the Code. The Committee may delegate such of its powers and
authority under the Plan as it deems appropriate to a subcommittee of the
Committee and/or designated officers or employees of the Company. In addition,
the full Board may exercise any of the powers and authority of the Committee
under the Plan. In the event of such delegation of authority or exercise of
authority by the Board, references in the Plan to the Committee shall be deemed
to refer, as appropriate, to the delegate of the Committee or the Board. Actions
taken by the Committee or any subcommittee thereof, and any delegation by the
Committee to designated officers or employees, under this Section 3.01 shall
comply with Section 16(b) of the Exchange Act, the performance-based provisions
of Section 162(m) of the Code, and the regulations promulgated under each of
such statutory provisions, or the respective successors to such statutory
provisions or regulations, as in effect from time to time, to the extent
applicable.


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            (b) Indemnification. Each person who is or shall have been a member
of the Board or the Committee, or an officer of the Company to whom authority
was delegated in accordance with the Plan shall be indemnified and held harmless
by the Company against and from any loss, cost, liability, or expense that may
be imposed upon or reasonably incurred by him or her in connection with or
resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action taken or
failure to act under the Plan and against and from any and all amounts paid by
him or her in settlement thereof, with the Company's approval, or paid by him or
her in satisfaction of any judgment in any such action, suit, or proceeding
against him or her, provided he or she shall give the Company an opportunity, at
its own expense, to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf; provided, however, that the
foregoing indemnification shall not apply to any loss, cost, liability, or
expense that is a result of his or her own willful misconduct. The foregoing
right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the Company's
Certificate of Incorporation or Bylaws, conferred in a separate agreement with
the Company, as a matter of law, or otherwise, or any power that the Company may
have to indemnify them or hold them harmless.


                                   ARTICLE IV

                                     SHARES

      4.01. Number of Shares Issuable. The total number of shares initially
authorized to be issued under the Plan shall be Three Million Three Hundred
Seventy Five Thousand (3,375,000) shares of Common Stock. The foregoing share
limits shall be subject to adjustment in accordance with Section 10.07. The
shares to be offered under the Plan shall be authorized and unissued Common
Stock, or issued Common Stock that shall have been reacquired by the Company.


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      4.02. Shares Subject to Terminated Awards. Common Stock covered by any
unexercised portions of terminated or forfeited Options (including canceled
Options) granted under Article VI, Common Stock forfeited as provided in Section
7.02(a), Stock Units and other stock-based Awards terminated or forfeited as
provided in Article IX, and Common Stock subject to any Awards that are
otherwise surrendered by the Participant may again be subject to new Awards
under the Plan. Shares of Common Stock surrendered to or withheld by the Company
in payment or satisfaction of the Purchase Price of an Option or tax withholding
obligation with respect to an Award shall be available for the grant of new
Awards under the Plan. In the event of the exercise of Stock Appreciation
Rights, whether or not granted in tandem with Options, only the number of shares
of Common Stock actually issued in payment of such Stock Appreciation Rights
shall be charged against the number of shares of Common Stock available for the
grant of Awards hereunder, and any Common Stock subject to tandem Options, or
portions thereof, which have been surrendered in connection with any such
exercise of Stock Appreciation Rights shall not be charged against the number of
shares of Common Stock available for the grant of Awards hereunder. .


                                    ARTICLE V

                                  PARTICIPATION

      5.01. Eligible Participants. Participants in the Plan shall be such
employees, directors and consultants of the Company and its Subsidiaries as the
Committee, in its sole discretion, may designate from time to time. The
Committee's designation of a Participant in any year shall not require the
Committee to designate such person to receive Awards or grants in any other
year. The designation of a Participant to receive Awards or grants under one
portion of the Plan does not require the Committee to include such Participant
under other portions of the Plan. The Committee shall consider such factors as
it deems pertinent in selecting Participants and in determining the type and
amount of their respective Awards.


                                   ARTICLE VI

                   STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

      6.01. Option Awards.

            (a) Grant of Options. The Committee may grant, to such Participants
as the Committee may select, Options entitling the Participant to purchase
shares of Common Stock from the Company in such number, at such price, and on
such terms and subject to such conditions, not inconsistent with the terms of
this Plan, as may be established by the Committee. The terms of any Option
granted under this Plan shall be set forth in an Award Agreement.


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            (b) Purchase Price of Options. The Purchase Price of each share of
Common Stock which may be purchased upon exercise of any Option granted under
the Plan shall be determined by the Committee; provided, however, that in no
event shall the Purchase Price be less than the Fair Market Value on the Date of
Grant.

            (c) Designation of Options. The Committee shall designate, at the
time of the grant of each Option, the Option as an Incentive Stock Option or a
Non-Qualified Stock Option.

            (d) Incentive Stock Option Share Limitation. No Participant may be
granted Incentive Stock Options under the Plan (or any other plans of the
Company and its Subsidiaries) that would result in shares with an aggregate Fair
Market Value (measured on the Date of Grant) of more than $100,000 first
becoming exercisable in any one calendar year.

            (e) Rights As a Stockholder. A Participant shall have no rights as a
stockholder with respect to Common Stock covered by an Option until the
Participant shall have become the holder of record of any such shares, and no
adjustment shall be made for dividends in cash or other property or
distributions or other rights with respect to any such Common Stock for which
the record date is prior to the date on which the Participant or a transferee of
the Option shall have become the holder of record of any such shares covered by
the Option; provided, however, that Participants are entitled to share
adjustments to reflect capital changes under Section 10.07.

            (f) Restoration Options Upon the Exercise of a Non-Qualified Stock
Option. In the event that any Participant delivers to the Company, or has
withheld from the shares otherwise issuable upon the exercise of a Non-Qualified
Stock Option, shares of Common Stock in payment of the Purchase Price of any
Non-Qualified Stock Option granted hereunder in accordance with Section 6.04,
the Committee shall have the authority to grant or provide for the automatic
grant of a Restoration Option to such Participant. The grant of a Restoration
Option shall be subject to the satisfaction of such conditions or criteria as
the Committee in its sole discretion shall establish from time to time. A
Restoration Option shall entitle the holder thereof to purchase a number of
shares of Common Stock equal to the number of such shares so delivered or
withheld upon exercise of the original Option and, in the discretion of the
Committee, the number of shares, if any, delivered or withheld to the
Corporation to satisfy any withholding tax liability arising in connection with
the exercise of the original Option. A Restoration Option shall have a per share
Purchase Price of not less than 100% of the per share Fair Market Value of the
Common Stock on the date of grant of such Restoration Option, a term not longer
than the remaining term of the original Option at the time of exercise thereof,
and such other terms and conditions as the Committee in its sole discretion
shall determine.


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            (g) Dividend Equivalents. For any Option (with or without
alternative Stock Appreciation Rights) granted under the Plan, the Committee
shall have the discretion, upon the grant of the Option or thereafter, to
establish a Dividend Equivalent Account with respect to the Option, and the
applicable Award Agreement or an amendment thereto shall confirm such
establishment. If a Dividend Equivalent Account is established, the following
terms apply.

                  (i) Subject to such conditions, limitations and restrictions
      as shall be established by the Committee, from the Date of Grant of the
      Option or, if later, the date of establishment of the Dividend Equivalent
      Account, to the earlier of (i) the date of payment of such Dividend
      Equivalent Account or (ii) the date of cancellation, termination or
      expiration of the Option, the Dividend Equivalent Account shall be
      credited as of the record date of each cash dividend on the Common Stock
      with an amount equal to the cash dividends which would be paid with
      respect to the Common Stock then covered by the Option if the Option had
      been exercised and such Common Stock had been held of record on such
      record date. The Participant or other holder of such Option shall be
      entitled to receive from the Company in cash the balance credited to the
      Dividend Equivalent Account at such time, or from time to time, as shall
      be determined by the Committee and set forth in the applicable Award
      Agreement or an amendment thereto; provided, however, that if the
      applicable Award Agreement shall so provide, the Committee may determine
      that the balance credited to a Participant's Dividend Equivalent Account
      be paid in the form of shares of Common Stock having a fair market value
      equal to such balance, or a combination of cash and shares.

                  (ii) To the extent that an Option and any alternative Stock
      Appreciation Rights granted in conjunction with the Option are canceled,
      terminate or expire without the exercise of the Option or the alternative
      Stock Appreciation Rights, if any, granted in conjunction with the Option,
      the Dividend Equivalent Account with respect to the Option shall be
      eliminated, and no payment with respect to the Dividend Equivalent Account
      shall be made by the Company. Dividend Equivalent Accounts shall be
      established and maintained only on the books and records of the Company
      and no assets or funds of the Company shall be set aside, placed in trust,
      removed from the claims of the Company's general creditors, or otherwise
      made available until such amounts are actually payable as provided
      hereunder.

      6.02. Stock Appreciation Rights.


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            (a) Stock Appreciation Right Awards. The Committee is authorized to
grant to any Participant one or more Stock Appreciation Rights. Such Stock
Appreciation Rights may be granted either independent of or in tandem with
Options granted to the same Participant. Stock Appreciation Rights granted in
tandem with Options may be granted simultaneously with, or, in the case of
Non-Qualified Stock Options, subsequent to, the grant to such Participant of the
related Option; provided however, that: (i) any Option covering any share of
Common Stock shall expire and not be exercisable upon the exercise of any Stock
Appreciation Right with respect to the same share, (ii) any Stock Appreciation
Right covering any share of Common Stock shall expire and not be exercisable
upon the exercise of any related Option with respect to the same share, and
(iii) an Option and Stock Appreciation Right covering the same share of Common
Stock may not be exercised simultaneously. Upon exercise of a Stock Appreciation
Right with respect to a share of Common Stock, the Participant shall be entitled
to receive an amount equal to the excess, if any, of (A) the Fair Market Value
of a share of Common Stock on the date of exercise over (B) the Exercise Price
of such Stock Appreciation Right established in the Award Agreement, which
amount shall be payable as provided in Section 6.02(c).

            (b) Exercise Price. The Exercise Price established under any Stock
Appreciation Right granted under this Plan shall be determined by the Committee,
but in the case of Stock Appreciation Rights granted in tandem with Options
shall not be less than the Purchase Price of the related Option. Upon exercise
of Stock Appreciation Rights granted in tandem with options, the number of
shares subject to exercise under any related Option shall automatically be
reduced by the number of shares of Common Stock represented by the Option or
portion thereof which are surrendered as a result of the exercise of such Stock
Appreciation Rights.

            (c) Payment of Incremental Value. Any payment which may become due
from the Company by reason of a Participant's exercise of a Stock Appreciation
Right may be paid to the Participant as determined by the Committee (i) all in
cash, (ii) all in Common Stock, or (iii) in any combination of cash and Common
Stock. In the event that all or a portion of the payment is made in Common
Stock, the number of shares of Common Stock delivered in satisfaction of such
payment shall be determined by dividing the amount of such payment or portion
thereof by the Fair Market Value on the Exercise Date. No fractional share of
Common Stock shall be issued to make any payment in respect of Stock
Appreciation Rights; if any fractional share would be issuable, the combination
of cash and Common Stock payable to the Participant shall be adjusted as
directed by the Committee to avoid the issuance of any fractional share.

      6.03. Terms of Stock Options and Stock Appreciation Rights.


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            (a) Conditions on Exercise. An Award Agreement with respect to
Options and/or Stock Appreciation Rights may contain such waiting periods,
exercise dates and restrictions on exercise (including, but not limited to,
periodic installments) as may be determined by the Committee at the time of
grant.

            (b) Duration of Options and Stock Appreciation Rights. Options and
Stock Appreciation Rights shall terminate upon the first to occur of the
following events:

                  (i) Expiration of the Option or Stock Appreciation Right as
      provided in the Award Agreement; or

                  (ii) Termination of the Award in the event of a Participant's
      disability, Retirement, death or other Termination of Service as provided
      in the Award Agreement; or

                  (iii) In the case of an Incentive Stock Option, ten years from
      the Date of Grant; or

                  (iv) Solely in the case of a Stock Appreciation Right granted
      in tandem with an Option, upon the expiration of the related Option.

            (c) Acceleration or Extension of Exercise Time. The Committee, in
its sole discretion, shall have the right (but shall not be obligated),
exercisable on or at any time after the Date of Grant, to permit the exercise of
an Option or Stock Appreciation Right (i) prior to the time such Option or Stock
Appreciation Right would become exercisable under the terms of the Award
Agreement, (ii) after the termination of the Option or Stock Appreciation Right
under the terms of the Award Agreement, or (iii) after the expiration of the
Option or Stock Appreciation Right.

      6.04. Exercise Procedures. Each Option and Stock Appreciation Right
granted under the Plan shall be exercised prior to the close of business on the
expiration date of the Option or Stock Appreciation Right by written notice to
the Company or by such other method as provided in the Award Agreement or as the
Committee may establish or approve from time to time. The Purchase Price of
shares purchased upon exercise of an Option granted under the Plan shall be paid
in full in cash by the Participant pursuant to the Award Agreement; provided,
however, that the Committee may (but shall not be required to) permit payment to
be made by delivery to the Company of either (a) Common Stock (which may include
Restricted Shares or shares otherwise issuable in connection with the exercise
of the Option, subject to such rules as the Committee deems appropriate) or (b)
any combination of cash and Common Stock, or (c) such other consideration as the
Committee deems appropriate and in compliance with


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applicable law (including payment in accordance with a cashless exercise program
under which, if so instructed by the Participant, Common Stock may be issued
directly to the Participant's broker or dealer upon receipt of an irrevocable
written notice of exercise from the Participant). In the event that any Common
Stock shall be transferred to the Company to satisfy all or any part of the
Purchase Price, the part of the Purchase Price deemed to have been satisfied by
such transfer of Common Stock shall be equal to the product derived by
multiplying the Fair Market Value as of the date of exercise times the number of
shares of Common Stock transferred to the Company. The Participant may not
transfer to the Company in satisfaction of the Purchase Price any fractional
share of Common Stock. Any part of the Purchase Price paid in cash upon the
exercise of any Option shall be added to the general funds of the Company and
may be used for any proper corporate purpose. Unless the Committee shall
otherwise determine, any Common Stock transferred to the Company as payment of
all or part of the Purchase Price upon the exercise of any Option shall be held
as treasury shares.

      6.05. Change in Control. Unless otherwise provided by the Committee in the
applicable Award Agreement, in the event of a Change in Control, all Options
outstanding on the date of such Change in Control, and all Stock Appreciation
Rights shall become immediately and fully exercisable. The provisions of this
Section 6.05 shall not be applicable to any Options or Stock Appreciation Rights
granted to a Participant if any Change in Control results from such
Participant's beneficial ownership (within the meaning of Rule 13d-3 under the
Exchange Act) of Common Stock or Company Voting Securities.


                                   ARTICLE VII

                                RESTRICTED SHARES

         7.01. Restricted Share Awards. The Committee may grant to any
Participant an Award of Common Stock in such number of shares, and on such
terms, conditions and restrictions, whether based on performance standards,
periods of service, retention by the Participant of ownership of purchased or
designated shares of Common Stock or other criteria, as the Committee shall
establish. With respect to performance-based Awards of Restricted Shares to
"covered employees" (as defined in Section 162(m) of the Code), performance
targets will be limited to specified levels of one or more of the Performance
Goals. The terms of any Restricted Share Award granted under this Plan shall be
set forth in an Award Agreement which shall contain provisions determined by the
Committee and not inconsistent with this Plan.


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<PAGE>

            (a) Issuance of Restricted Shares. As soon as practicable after the
Date of Grant of a Restricted Share Award by the Committee, the Company shall
cause to be transferred on the books of the Company, or its agent, Common Stock,
registered on behalf of the Participant, evidencing the Restricted Shares
covered by the Award, but subject to forfeiture to the Company as of the Date of
Grant if an Award Agreement with respect to the Restricted Shares covered by the
Award is not duly executed by the Participant and timely returned to the
Company. All Common Stock covered by Awards under this Article VII shall be
subject to the restrictions, terms and conditions contained in the Plan and the
Award Agreement entered into by the Participant. Until the lapse or release of
all restrictions applicable to an Award of Restricted Shares, the share
certificates representing such Restricted Shares may be held in custody by the
Company, its designee, or, if the certificates bear a restrictive legend, by the
Participant. Upon the lapse or release of all restrictions with respect to an
Award as described in Section 7.01(d), one or more share certificates,
registered in the name of the Participant, for an appropriate number of shares
as provided in Section 7.01(d), free of any restrictions set forth in the Plan
and the Award Agreement shall be delivered to the Participant.

            (b) Stockholder Rights. Beginning on the Date of Grant of the
Restricted Share Award and subject to execution of the Award Agreement as
provided in Section 7.01(a), the Participant shall become a stockholder of the
Company with respect to all shares subject to the Award Agreement and shall have
all of the rights of a stockholder, including, but not limited to, the right to
vote such shares and the right to receive dividends; provided, however, that any
Common Stock distributed as a dividend or otherwise with respect to any
Restricted Shares as to which the restrictions have not yet lapsed, shall be
subject to the same restrictions as such Restricted Shares and held or
restricted as provided in Section 7.01(a).

            (c) Restriction on Transferability. None of the Restricted Shares
may be assigned or transferred (other than by will or the laws of descent and
distribution, or to an inter vivos trust with respect to which the Participant
is treated as the owner under Sections 671 through 677 of the Code, except to
the extent that Section 16 of the Exchange Act limits a Participant's right to
make such transfers), pledged or sold prior to lapse of the restrictions
applicable thereto.

            (d) Delivery of Shares Upon Vesting. Upon expiration or earlier
termination of the forfeiture period without a forfeiture and the satisfaction
of or release from any other conditions prescribed by the Committee, or at such
earlier time as provided under the provisions of Section 7.03, the restrictions
applicable to the Restricted Shares shall lapse. As promptly as administratively
feasible thereafter, subject to the requirements of Section 10.05, the Company
shall deliver to the Participant or, in case of the Participant's death, to the
Participant's Beneficiary, one or more share certificates for the appropriate
number of shares of Common Stock, free of all such restrictions, except for any
restrictions that may be imposed by law.


                                       14
<PAGE>

      7.02. Terms of Restricted Shares.

            (a) Forfeiture of Restricted Shares. Subject to Sections 7.02(b) and
7.03, all Restricted Shares shall be forfeited and returned to the Company and
all rights of the Participant with respect to such Restricted Shares shall
terminate unless the Participant continues in the service of the Company or a
Subsidiary as an employee until the expiration of the forfeiture period for such
Restricted Shares and satisfies any and all other conditions set forth in the
Award Agreement. The Committee shall determine the forfeiture period (which may,
but need not, lapse in installments) and any other terms and conditions
applicable with respect to any Restricted Share Award.

            (b) Waiver of Forfeiture Period. Notwithstanding anything contained
in this Article VII to the contrary, the Committee may, in its sole discretion,
waive the forfeiture period and any other conditions set forth in any Award
Agreement under appropriate circumstances (including the death, disability or
Retirement of the Participant or a material change in circumstances arising
after the date of an Award) and subject to such terms and conditions (including
forfeiture of a proportionate number of the Restricted Shares) as the Committee
shall deem appropriate.

      7.03. Change in Control. Unless otherwise provided by the Committee in the
applicable Award Agreement, in the event of a Change in Control, all
restrictions applicable to the Restricted Share Award shall terminate fully and
the Participant shall immediately have the right to the delivery of share
certificate or certificates for such shares in accordance with Section 7.01(d).


                                  ARTICLE VIII

                               PERFORMANCE AWARDS

      8.01. Performance Awards.

            (a) Award Periods and Calculations of Potential Incentive Amounts.
The Committee may grant Performance Awards to Participants. A Performance Award
shall consist of the right to receive a payment (measured by the Fair Market
Value of a specified number of shares of Common Stock, increases in such Fair
Market Value during the Award Period and/or a fixed cash amount) contingent upon
the extent to which certain predetermined performance targets have been met
during an Award Period. The Award Period shall be two or more fiscal or calendar
years as determined by the Committee. The Committee, in its discretion and under
such terms as it deems appropriate, may permit newly eligible Participants, such
as those who are promoted or newly hired, to receive Performance Awards after an
Award Period has commenced.


                                       15
<PAGE>

            (b) Performance Targets. The performance targets may include such
goals related to the performance of the Company or, where relevant, any one or
more of its Subsidiaries or divisions and/or the performance of a Participant as
may be established by the Committee in its discretion. In the case of
Performance Awards to "covered employees" (as defined in Section 162(m) of the
Code), the targets will be limited to specified levels of one or more of the
Performance Goals. The performance targets established by the Committee may vary
for different Award Periods and need not be the same for each Participant
receiving a Performance Award in an Award Period. Except to the extent
inconsistent with the performance-based compensation exception under Section
162(m) of the Code, in the case of Performance Awards granted to employees to
whom such section is applicable, the Committee, in its discretion, but only
under extraordinary circumstances as determined by the Committee, may change any
prior determination of performance targets for any Award Period at any time
prior to the final determination of the Award when events or transactions occur
to cause the performance targets to be an inappropriate measure of achievement.

            (c) Earning Performance Awards. The Committee, at or as soon as
practicable after the Date of Grant, shall prescribe a formula to determine the
percentage of the Performance Award to be earned based upon the degree of
attainment of the applicable performance targets.

            (d) Payment of Earned Performance Awards. Subject to the
requirements of Section 10.05, payments of earned Performance Awards shall be
made in cash or Common Stock, or a combination of cash and Common Stock, in the
discretion of the Committee. The Committee, in its sole discretion, may define,
and set forth in the applicable Award Agreement, such terms and conditions with
respect to the payment of earned Performance Awards as it may deem desirable.

      8.02. Termination of Service. In the event of a Participant's Termination
of Service during an Award Period, the Participant's Performance Awards shall be
forfeited except as may otherwise be provided in the applicable Award Agreement.

      8.03. Change in Control. Unless otherwise provided by the Committee in the
applicable Award Agreement, in the event of a Change in Control, all Performance
Awards for all Award Periods shall immediately become fully vested and payable
to all Participants and shall be paid to Participants in accordance with Section
8.02(d), within 30 days after such Change in Control.

                                   ARTICLE IX

                            OTHER STOCK-BASED AWARDS


                                       16
<PAGE>

      9.01. Grant of Other Stock-Based Awards. Other stock-based awards,
consisting of stock purchase rights (with or without loans to Participants by
the Company containing such terms as the Committee shall determine), Awards of
Common Stock, or Awards valued in whole or in part by reference to, or otherwise
based on, Common Stock, may be granted either alone or in addition to or in
conjunction with other Awards under the Plan. Subject to the provisions of the
Plan, the Committee shall have sole and complete authority to determine the
persons to whom and the time or times at which such Awards shall be made, the
number of shares of Common Stock to be granted pursuant to such Awards, and all
other conditions of the Awards. Any such Award shall be confirmed by an Award
Agreement executed by the Committee and the Participant, which Award Agreement
shall contain such provisions as the Committee determines to be necessary or
appropriate to carry out the intent of this Plan with respect to such Award.

      9.02. Terms of Other Stock-Based Awards. In addition to the terms and
conditions specified in the Award Agreement, Awards made pursuant to this
Article IX shall be subject to the following:

            (a) Any Common Stock subject to Awards made under this Article IX
may not be sold, assigned, transferred, pledged or otherwise encumbered prior to
the date on which the shares are issued, or, if later, the date on which any
applicable restriction, performance or deferral period lapses; and

            (b) If specified by the Committee in the Award Agreement, the
recipient of an Award under this Article IX shall be entitled to receive,
currently or on a deferred basis, interest or dividends or dividend equivalents
with respect to the Common Stock or other securities covered by the Award; and

            (c) The Award Agreement with respect to any Award shall contain
provisions dealing with the disposition of such Award in the event of a
Termination of Service prior to the exercise, realization or payment of such
Award, whether such termination occurs because of Retirement, disability, death
or other reason, with such provisions to take account of the specific nature and
purpose of the Award.


                                    ARTICLE X

                      TERMS APPLICABLE GENERALLY TO AWARDS
                             GRANTED UNDER THE PLAN

      10.01. Plan Provisions Control Award Terms. Except as provided in Section
10.16, the terms of the Plan shall govern all Awards granted under the Plan, and
in no event shall the Committee have the power to grant any Award under the Plan
which is contrary to any of the provisions of the Plan. In the event any
provision of any Award granted under the Plan shall conflict with any term in
the Plan as constituted on the Date of Grant of such Award, the term in the Plan
as constituted on the Date of Grant of such Award shall control. Except as
provided in Section 10.03 and Section 10.07, the terms of any Award granted
under the Plan may not be changed after the Date of Grant of such Award so as to
materially decrease the value of the Award without the express written approval
of the holder.


                                       17
<PAGE>

         10.02. Award Agreement. No person shall have any rights under any Award
granted under the Plan unless and until the Company and the Participant to whom
such Award shall have been granted shall have executed and delivered an Award
Agreement or received any other Award acknowledgment authorized by the Committee
expressly granting the Award to such person and containing provisions setting
forth the terms of the Award.

         10.03. Modification of Award After Grant. No Award granted under the
Plan to a Participant may be modified (unless such modification does not
materially decrease the value of the Award) after the Date of Grant except by
express written agreement between the Company and the Participant, provided that
any such change (a) shall not be inconsistent with the terms of the Plan, and
(b) shall be approved by the Committee.

         10.04. Limitation on Transfer. Except as provided in Section 7.01(c) in
the case of Restricted Shares, a Participant's rights and interest under the
Plan may not be assigned or transferred other than by will or the laws of
descent and distribution, and during the lifetime of a Participant, only the
Participant personally (or the Participant's personal representative) may
exercise rights under the Plan. The Participant's Beneficiary may exercise the
Participant's rights to the extent they are exercisable under the Plan following
the death of the Participant.

         10.05. Taxes. The Company shall be entitled, if the Committee deems it
necessary or desirable, to withhold (or secure payment from the Participant in
lieu of withholding) the amount of any withholding or other tax required by law
to be withheld or paid by the Company with respect to any amount payable and/or
shares issuable under such Participant's Award, or with respect to any income
recognized upon a disqualifying disposition of shares received pursuant to the
exercise of an Incentive Stock Option, and the Company may defer payment or
issuance of the cash or shares upon exercise or vesting of an Award unless
indemnified to its satisfaction against any liability for any such tax. The
amount of such withholding or tax payment shall be determined by the Committee
and shall be payable by the Participant at such time as the Committee determines
in accordance with the following rules:


                                       18
<PAGE>

            (a) The Participant shall have the right to elect to meet his or her
withholding requirement (i) by having withheld from such Award at the
appropriate time that number of shares of Common Stock, rounded up to the next
whole share, whose Fair Market Value is equal to the amount of withholding taxes
due, (ii) by direct payment to the Company in cash of the amount of any taxes
required to be withheld with respect to such Award or (iii) by a combination of
shares and cash.

            (b) The Committee shall have the discretion as to any Award, to
cause the Company to pay to tax authorities for the benefit of any Participant,
or to reimburse such Participant for the individual taxes which are due on the
grant, exercise or vesting of any share Award, or the lapse of any restriction
on any share Award (whether by reason of a Participant's filing of an election
under Section 83(b) of the Code or otherwise), including, but not limited to,
Federal income tax, state income tax, local income tax and excise tax under
Section 4999 of the Code, as well as for any such taxes as may be imposed upon
such tax payment or reimbursement.

            (c) In the case of Participants who are subject to Section 16 of the
Exchange Act, the Committee may impose such limitations and restrictions as it
deems necessary or appropriate with respect to the delivery or withholding of
shares of Common Stock to meet tax withholding obligations.

      10.06. Surrender of Awards. Any Award granted under the Plan may be
surrendered to the Company for cancellation on such terms as the Committee and
the holder approve. With the consent of the Participant, the Committee may
substitute a new Award under this Plan in connection with the surrender by the
Participant of an equity compensation award previously granted under this Plan
or any other plan sponsored by the Company; provided, however, that no such
substitution shall be permitted without the approval of the Company's
stockholders if such approval is required by the rules of any applicable stock
exchange.

      10.07. Adjustments to Reflect Capital Changes.

            (a) Recapitalization. The number and kind of shares subject to
outstanding Awards, the Purchase Price or Exercise Price for such shares, the
number and kind of shares available for Awards subsequently granted under the
Plan and the maximum number of shares in respect of which Awards can be made to
any Participant in any calendar year shall be appropriately adjusted to reflect
any stock dividend, stock split, combination or exchange of shares, merger,
consolidation or other change in capitalization with a similar substantive
effect upon the Plan or the Awards granted under the Plan. The maximum number of
shares in respect of which Awards can be made to any Participant in any calendar
year shall be proportionately adjusted to reflect any other event that results
in an increase in the number of issued and outstanding shares of Common Stock.
The Committee shall have the power and sole discretion to determine the amount
of the adjustment to be made in each case.


                                       19
<PAGE>

            (b) Merger. After any Merger in which the Company is the surviving
corporation, each Participant shall, at no additional cost, be entitled upon any
exercise of all Options or receipt of other Award to receive (subject to any
required action by stockholders), in lieu of the number of shares of Common
Stock receivable or exercisable pursuant to such Award, the number and class of
shares or other securities to which such Participant would have been entitled
pursuant to the terms of the Merger if, at the time of the Merger, such
Participant had been the holder of record of a number of shares equal to the
number of shares receivable or exercisable pursuant to such Award. Comparable
rights shall accrue to each Participant in the event of successive Mergers of
the character described above. In the event of a Merger in which the Company is
not the surviving corporation, the surviving, continuing, successor, or
purchasing corporation, as the case may be (the "Acquiring Corporation"), shall
either assume the Company's rights and obligations under outstanding Award
Agreements or substitute awards in respect of the Acquiring Corporation's stock
for such outstanding Awards. In the event the Acquiring Corporation fails to
assume or substitute for such outstanding Awards, the Board shall provide that
any unexercisable and/or unvested portion of the outstanding Awards shall be
immediately exercisable and vested as of a date prior to such Merger, as the
Board so determines. The exercise and/or vesting of any Award that was
permissible solely by reason of this Section 10.07(b) shall be conditioned upon
the consummation of the Merger. Any Options which are neither assumed by the
Acquiring Corporation nor exercised as of the date of the Merger shall terminate
effective as of the effective date of the Merger.

            (c) Options to Purchase Shares or Stock of Acquired Companies. After
any Merger in which the Company or a Subsidiary shall be a surviving
corporation, the Committee may grant substituted options under the provisions of
the Plan, pursuant to Section 424 of the Code, replacing old options granted
under a plan of another party to the Merger whose shares or stock subject to the
old options may no longer be issued following the Merger. The foregoing
adjustments and manner of application of the foregoing provisions shall be
determined by the Committee in its sole discretion. Any such adjustments may
provide for the elimination of any fractional shares which might otherwise
become subject to any Options.

      10.08. No Right to Continued Service. No person shall have any claim of
right to be granted an Award under this Plan. Neither the Plan nor any action
taken hereunder shall be construed as giving any Participant any right to be
retained in the service of the Company or any of its Subsidiaries.

      10.09. Awards Not Includable for Benefit Purposes. Payments received by a
Participant pursuant to the provisions of the Plan shall not be included in the
determination of benefits under any pension, group insurance or other benefit
plan applicable to the Participant which is maintained by the Company or any of
its Subsidiaries, except as may be provided under the terms of such plans or
determined by the Board.


                                       20
<PAGE>

         10.10. Governing Law. All determinations made and actions taken
pursuant to the Plan shall be governed by the laws of Delaware and construed in
accordance therewith.

      10.10. No Strict Construction. No rule of strict construction shall be
implied against the Company, the Committee, or any other person in the
interpretation of any of the terms of the Plan, any Award granted under the Plan
or any rule or procedure established by the Committee.

      10.12. Compliance with Rule 16b-3. It is intended that, unless the
Committee determines otherwise, Awards under the Plan be eligible for exemption
under Rule 16b-3. The Board is authorized to amend the Plan and to make any such
modifications to Award Agreements to comply with Rule 16b-3, as it may be
amended from time to time, and to make any other such amendments or
modifications as it deems necessary or appropriate to better accomplish the
purposes of the Plan in light of any amendments made to Rule 16b-3.

      10.13. Captions. The captions (i.e., all Section headings) used in the
Plan are for convenience only, do not constitute a part of the Plan, and shall
not be deemed to limit, characterize or affect in any way any provisions of the
Plan, and all provisions of the Plan shall be construed as if no captions have
been used in the Plan.

      10.14. Severability. Whenever possible, each provision in the Plan and
every Award at any time granted under the Plan shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of the Plan or any Award at any time granted under the Plan shall be held to be
prohibited by or invalid under applicable law, then (a) such provision shall be
deemed amended to accomplish the objectives of the provision as originally
written to the fullest extent permitted by law and (b) all other provisions of
the Plan and every other Award at any time granted under the Plan shall remain
in full force and effect.

      10.15. Amendment and Termination.

            (a) Amendment. The Board shall have complete power and authority to
amend the Plan at any time; provided, however, that the Board shall not, without
the requisite affirmative approval of stockholders of the Company, make any
amendment which requires stockholder approval under the Code or under any other
applicable law or rule of any stock exchange which lists Common Stock or Company
Voting Securities. No termination or amendment of the Plan may, without the
consent of the Participant to whom any Award shall theretofore have been granted
under the Plan, adversely affect the right of such individual under such Award.


                                       21
<PAGE>

                  (b) Termination. The Board shall have the right and the power
to terminate the Plan at any time. No Award shall be granted under the Plan
after the termination of the Plan, but the termination of the Plan shall not
have any other effect and any Award outstanding at the time of the termination
of the Plan may be exercised after termination of the Plan at any time prior to
the expiration date of such Award to the same extent such Award would have been
exercisable had the Plan not terminated.

      10.16. Foreign Qualified Awards. Awards under the Plan may be granted to
such employees of the Company and its Subsidiaries who are residing in foreign
jurisdictions as the Committee in its sole discretion may determine from time to
time. The Committee may adopt such supplements to the Plan as may be necessary
or appropriate to comply with the applicable laws of such foreign jurisdictions
and to afford Participants favorable treatment under such laws; provided,
however, that no Award shall be granted under any such supplement with terms or
conditions inconsistent with the provision set forth in the Plan.

      10.17 Section 409A of the Code. Notwithstanding anything in this Plan to
the contrary, any Award granted under the Plan shall contain terms that (i) are
designed to avoid application of Section 409A of the Code to the Award or (ii)
are designed to avoid adverse tax consequences under Section 409A of the Code
should that section apply to the Award. If any Plan provision or Award under the
Plan would result in the imposition of an applicable tax under Section 409A of
the Code and related regulations and pronouncements, the Company shall take
commercially-reasonable efforts to reform that Plan provision or Award to avoid
imposition of the applicable tax and no action taken to comply with Section 409A
of the Code shall be deemed to adversely affect the Participant's rights to an
Award or to require the Participant's consent.


                                       22