<PAGE>



                     RESTATED 1999 LONG-TERM INCENTIVE PLAN

Preamble.    Activeworlds.com, Inc., a corporation incorporated under the laws
of the State of Delaware (the "Corporation"), hereby adopts the following
restated incentive plan to be known as the Activeworlds.com, Inc. Restated 1999
Long-Term Incentive Plan (the "Plan"). This Plan supercedes and replaces the
Activeworlds.com, Inc. 1999 Long-Term Incentive Plan.

Section I.   Purpose of the Plan. The purposes of the Plan are (i) to associate
more closely the interests of certain key contributors to the success of the
Corporation with those of the Corporation's stockholders by encouraging stock
ownership, (ii) to provide long-term incentives and rewards to those persons who
are in a position to contribute to the long-term success and growth of the
Corporation and its subsidiaries, and (iii) to assist the Corporation and its
Affiliates (as hereinafter defined) in retaining and attracting key employees,
independent contractors, directors and other service providers. Awards under the
Plan may be made to employees of the Corporation and its Affiliates, and other
key service providers or consultants to the Corporation and its Affiliates.

Section II.  Administration.

         a.  The Committee. The Plan shall be administered by a committee
             appointed by the Board of Directors of the Corporation (the
             "Committee"). The Committee shall be composed of members who (i) to
             the extent necessary to comply with Rule 16b-3 as promulgated under
             the Securities Exchange Act of 1934, as amended (the "Exchange
             Act") are "Non-Employee Directors" within the meaning of Rule 16b-3
             and (ii) to the extent any option granted hereunder is intended to
             qualify as performance-based compensation under Section 162(m) of
             the Internal Revenue Code of 1986, as amended and the regulations
             promulgated thereunder (the "Code"), constitute "outside directors"
             within the meaning of Section 162(m) of the Code. Such Committee
             shall consist of not less than two members of the Corporation's
             Board of Directors. The Board of Directors may, from time to time,
             remove members from, or add members to, the Committee. Vacancies on
             the Committee, howsoever caused, shall be filled by the Board of
             Directors. The Committee shall select one of its members as
             Chairman, and shall hold meetings at such times and places as it
             may determine. A majority of the Committee at which a quorum is
             present, or acts reduced to or approved in writing by a majority of
             the members of the Committee, shall be the valid acts of the
             Committee.

         b.  Authority and Discretion of Committee. Subject to the express
             provisions of the Plan and provided that all actions taken shall be
             consistent with the purposes of the Plan, the Committee shall have

<PAGE>

             full and complete authority and the sole discretion to: (i) select
             the individuals to whom awards shall be granted under the Plan (the
             "Participants"); (ii) determine the size and the form of the award
             or awards to be granted to any Participant; (iii) determine the
             time or times such awards shall be granted; (iv) establish the
             terms and conditions upon which such awards may be exercised and/or
             transferred; (v) alter any restrictions; (vi) interpret and
             construe provisions of the Plan or of any award granted under it;
             and (vii) adopt such rules and regulations, establish, define
             and/or interpret any other terms and conditions, and make all other
             determinations (which may be on a case-by-case basis) deemed
             necessary or desirable for the administration of the Plan. No
             member of the Board of Directors or the Committee shall be liable
             for any action or determination made in good faith with respect to
             the Plan or any stock option or other award granted under it.

         c.  If at any time no Committee shall be in office, the Board of
             Directors shall perform the functions of the Committee.

Section III. Awards. Awards under the Plan may include any or all of the
following, as described and defined herein: Stock Options, including Incentive
Stock Options and Nonqualified Stock Options, Stock Appreciation Rights,
Restricted Share Awards and Performance Shares.

         a.  Stock Options. Stock options ("Stock Options") are rights to
             purchase shares of common stock $0.001 par value of the Corporation
             ("Common Stock") at a stated price (determined by the Committee) on
             the date of grant for a predetermined period of time.

             i.    The Committee may grant Stock Options either alone or in
                   conjunction with Stock Appreciation Rights as described in
                   paragraph d. below. It shall determine the number of shares
                   of Common Stock to be covered by each such Stock Option.

             ii.   The Committee will determine the conditions of Stock Option
                   exercise as well as the conditions upon which Stock Options
                   shall lapse, but in no event may any portion of a Stock
                   Option be exercisable later than ten (10) years from the date
                   of the grant.

             iii.  The Committee may provide for acceleration of Stock Option
                   exercise in case of the acquisition of a significant portion
                   of the assets or a significant change in ownership of the
                   Corporation.


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<PAGE>


             iv.   The exercise price of any Stock Option shall be no less than
                   the Fair Market Value of the Common Stock on the date such
                   Stock Option is granted, shall be determined by the
                   Committee, and shall be paid in full upon exercise, either
                   (a) in cash, (b) by delivery of shares of Common Stock
                   (valued at their Fair Market Value on the date of purchase,
                   as defined in Section IV) or (c) a combination of cash and
                   Common Stock. In addition, the Committee may provide for the
                   cashless exercise of Stock Options.

         b.  Incentive Stock Options. Any Stock Option designated by the
             Committee as an "Incentive Stock Option" is intended to qualify as
             an "incentive stock option" within the meaning of Subsection 422
             (b) of the Code and shall satisfy, in addition to the conditions of
             Section III.a. hereof, the conditions set forth in this Section
             III.b.

             i.    Incentive Stock Options may only be granted to common law
                   employees of the Corporation or its subsidiaries.

             ii.   On the date on which an Incentive Stock Option is granted,
                   the exercise price per share provided for in such Incentive
                   Stock Option will not be less than the Fair Market Value of
                   one share of the stock for which such Incentive Stock Option
                   may be exercised, provided however, that an Incentive Stock
                   Option may only be granted to an individual who, on the date
                   of grant, owns stock possessing more than ten percent (10%)
                   of the total combined voting power of all classes of stock of
                   the Corporation or of any Affiliate (a "Ten Percent Owner")
                   if, on the date such Incentive Stock Option is granted, the
                   exercise price per share provided for in such option granted
                   to a Ten Percent Owner is at least 110 percent of the Fair
                   Market Value of one share of the stock for which such
                   Incentive Stock Option may be exercised.

             iii.  An Incentive Stock Option may only be exercised during the
                   ten (10) year period following the date such Incentive Stock
                   Option is granted, provided however, that an Incentive Stock
                   Option may only be granted to a Ten Percent Owner if such
                   Incentive Stock Option by its terms is not exercisable after
                   the expiration of the five (5) year period following the date
                   such Incentive Stock Option is granted.

             iv.   To the extent that the aggregate Fair Market Value of stock
                   with respect to which Incentive Stock Options are exercisable
                   for the first time by any individual during any calendar year
                   under all option plans maintained by the Corporation or any
                   Affiliate exceeds $100,000, such excess shall be treated as
                   Nonqualified Stock Options and not as Incentive Stock
                   Options.


                                       -3
<PAGE>

         c.  Nonqualified Stock Options. Any Stock Option designated by the
             Committee as a "Nonqualified Stock Option" is intended to qualify
             as a "non-statutory stock option" within the meaning of Section 83
             of the Code and shall satisfy the conditions of Section III.a.
             Nonqualified Stock Options may be granted to (i) individuals who
             are key employees (including officers and directors who are also
             key employees) of the Corporation or any Affiliate, (ii) Directors
             who are not otherwise employees of the Corporation or an Affiliate;
             or (iii) employees and other persons who are consultants to or
             otherwise perform services to or for the benefit of the
             Corporation, any Affiliate, or any Affiliate (whether or not a
             member of the Corporation's consolidated group), all as the
             Committee shall determine from time to time.

         d.  Stock Appreciation Rights. "Stock Appreciation Rights" are rights
             to receive cash and/or Common Stock in lieu of the purchase of
             shares under a related Stock Option. The Committee may grant Stock
             Appreciation Rights to any recipient of a Stock Option either at
             the time of the grant of the Stock Option or subsequently, by
             amendment to such grant. All Stock Appreciation Rights shall be
             granted under and subject to the following terms and conditions,
             and such other terms and conditions as the Committee may establish:

             i.    Each Stock Appreciation Right shall be exercisable at the
                   same times and with regard to the same number of shares as
                   the related Stock Option is exercisable.

             ii.   Each Stock Appreciation Right shall entitle the holder
                   thereof to surrender to the Corporation a portion of or all
                   of the unexercised, but exercisable, related Stock Option,
                   and to receive with respect to each share of Common Stock
                   represented by such surrendered portion cash and/or shares of
                   Common Stock of a value equal to the amount by which the Fair
                   Market Value of each such share on the date of exercise
                   exceeds the exercise price provided in the related Stock
                   Option. The recipient shall not be required to pay the Stock
                   Option exercise price upon surrender of the Stock Option or
                   exercise of the related Stock Appreciation Right.

             iii.  Each surrender of a portion of or all of a Stock Option upon
                   the exercise of a Stock Appreciation Right shall cause a
                   share for share reduction in the number of shares of Common
                   Stock covered by the related Stock Option.


                                       -4
<PAGE>

             iv.   Notwithstanding any other provision of the Plan, the
                   Committee may, from time to time, determine the maximum
                   amount of cash or stock which may be paid or issued upon
                   exercise of Stock Appreciation Rights (a) in any year and/or
                   (b) to any particular Participant. In no event, however, may
                   the cash portion of such payment exceed 50% of the total
                   amount due. Any other limitation on payments may be changed
                   by the Committee from time to time, provided that no such
                   change shall require the holder to return to the Corporation
                   any amount theretofore received upon the exercise of Stock
                   Appreciation Rights.

         e.  Restricted Stock Awards. "Restricted Stock Awards" are grants of
             Common Stock to a Participant subject to the restrictions described
             in the following subsections.

             i.    The Committee may award Restricted Stock alone or in
                   conjunction with Performance Shares as described in paragraph
                   f. below. The Committee shall further determine the number of
                   shares of Restricted Stock to be awarded.

             ii.   Restricted Stock may be subject to such terms and conditions
                   as the Committee may determine which may include, without
                   limitation, a provision that the Restricted Stock will be
                   forfeited unless the recipient remains in the employ of the
                   Corporation or an Affiliate for a minimum period of time, or
                   a provision that the Restricted Stock will be forfeited
                   unless the Corporation or an Affiliate achieves specified
                   earnings, sales or other performance-based goals. In
                   addition, the Committee may condition the grant of Restricted
                   Stock on the agreement of the recipient to make an election
                   to disregard the risk of forfeiture of the Restricted Stock
                   pursuant to Section 83(b) of the Internal Revenue Code of
                   1986, as amended. The period during which any Restricted
                   Stock remains subject to forfeiture shall be determined by
                   the Committee but shall not be less than one (1) year nor
                   more than ten (10) years. Upon the satisfaction of any
                   vesting requirement specified in the grant of the Restricted
                   Stock, such Restricted Stock will cease to be Restricted
                   Stock and, other than restrictions, if any, imposed by
                   federal or state securities or similar laws, shall be freely
                   transferable by the owner.

             iii.  Restricted Stock may not be sold, transferred or otherwise
                   disposed of, pledged, or otherwise encumbered.

             iv.   In the event a recipient of Restricted Stock is an employee
                   whose employment is terminated for any reason except death,
                   retirement or permanent disability, any Restricted Stock he



                                       -5
<PAGE>

                   or she holds shall be delivered to the Corporation without
                   compensation and on such other terms identified in the
                   restricted stock grant within 30 days following such
                   termination and shall be deemed void for all corporate
                   purposes.

             v.    Upon the occurrence of the earlier of the death, retirement,
                   or permanent disability of the recipient of a Restricted
                   Stock Award, the restrictions against disposition of shares
                   as to which such restrictions have not otherwise lapsed shall
                   immediately lapse.

             vi.   In addition to the terms provided in paragraph e.ii. above,
                   the Committee may, in its discretion, provide that any
                   forfeitable Restricted Stock shall become nonforfeitable upon
                   the acquisition of a significant portion of the assets or
                   upon any significant change of ownership of the Corporation.

             vii.  Certificates issued in respect of Restricted Stock granted
                   under the Plan shall be registered in the name of the
                   recipient but shall bear the following legend:

                   "The transferability of this certificate and the shares of
                   stock represented hereby is restricted and the shares are
                   subject to the further terms and conditions contained in the
                   Activeworlds.com, Inc. 1999 Long-Term Incentive Plan. Copies
                   of said plan are on file in the office of the Treasurer of
                   Activeworlds.com, Inc. at its offices in Newburyport,
                   Massachusetts."

             viii. In order to enforce the restrictions, terms and conditions on
                   Restricted Stock, each recipient thereof shall, immediately
                   upon receipt of a certificate or certificates representing
                   such shares, deposit such certificates, together with stock
                   powers and other instructions of transfer as the Committee
                   may require, appropriately endorsed in blank, with the
                   Corporation as escrow agent under an escrow agreement in such
                   form as shall be determined by the Committee.

         f.  Performance Shares. Performance Shares are rights to payment in
             cash of an amount equal to the Fair Market Value of the
             Corporation's Common Stock on the date the restrictions lapse on an
             accompanying Restricted Stock Award. The Committee may grant
             Performance Shares to a recipient of Restricted Stock either at the
             time of the award of the Restricted Stock or subsequently by
             amendment of such award. Any number of Performance Shares, up to an
             amount equal the number of shares of the accompanying Restricted
             Stock Award, may be granted by the Committee.

                                       -6
<PAGE>




         g.  Special Rules for Awards to Covered Employees. The Committee may,
             in its sole discretion, grant to any Covered Employee (as defined
             below) any Stock Option for which the exercise price of a share of
             the stock for which such option is granted is equal to or greater
             than the Fair Market Value of a share of such stock on the date
             such Stock Option is granted with the intent that such award
             qualifies as "performance-based compensation" under Section 162(m)
             of the Code, or any successor provision thereto (a "162(m) Award").
             In the event the Corporation is a "publicly held corporation" as
             defined in Section 162 (m) (2) of the Code, awards to Covered
             Employees (as defined below) shall be made only in compliance with
             that intent and with all of the following conditions:

             i.    Only the Committee shall have authority to make 162(m) Awards
                   to Covered Employees;

             ii.   No more than One Thousand (1,000) shares of the Corporation's
                   Common Stock shall be included in 162(m) Awards made to any
                   Covered Employee in any calendar year;

             iii.  In connection with his or her initial employment, an employee
                   may be granted options to purchase up to an additional One
                   Hundred (100) shares, which shall not count against the limit
                   set forth in subsection ii. above;

             iv.   The foregoing limitations shall be adjusted proportionately
                   in connection with any change in the Corporation's
                   capitalization as described in Section V;

             v.    If an option granted in connection with a 162(m) Award is
                   canceled in the same fiscal year of the Corporation in which
                   it was granted (other than in connection with a transaction
                   described in Article 6(g)), the canceled option shall be
                   counted against the limits set forth in subsections (ii) and
                   (iii) above. For this purpose, if the exercise price of an
                   option is reduced, the transaction will be treated as a
                   cancellation of the option and the grant of a new option;

             vi.   Amounts earned in connection with 162(m) Awards shall be
                   based upon the attainment of performance objectives
                   established by the Committee in accordance with Section
                   162(m). Such performance objectives may vary by optionee and
                   by award and shall be based upon the attainment of specific
                   amounts of, or changes in one or more of the following: Fair


                                       -7
<PAGE>



                   Market Value of the Corporation's common stock, revenues,
                   earnings, shareholders' equity, return on equity, assets,
                   return on assets, capital, return on capital, book value,
                   economic value added, operating margins, cash flow,
                   shareholder return, expenses or market share. The Committee
                   may provide that in measuring the achievement of the
                   performance objectives, a 162(m) Award may include or exclude
                   items such as realized investment gains and losses,
                   extraordinary, unusual or non-recurring items, asset
                   write-downs, effects of accounting charges, currency
                   fluctuations, acquisitions, divestitures,
                   reserve-strengthening and other non-operating items; and

             vii.  For the purposes of this Plan, the term "Covered Employee" is
                   defined in Section 162(m)(3) of the Code and generally
                   includes (a) the Corporation's Chief Executive Officer who is
                   serving on the last day of the taxable year (the "CEO") and
                   (b) the four (4) most highly compensated employees of the
                   Corporation other than the CEO whose compensation is required
                   to be reported to the Corporation's shareholders under the
                   Securities Exchange Act of 1934.

Section IV.  Miscellaneous Provisions.

1.   Rights of Recipients of Awards. The holder of Stock Appreciation Rights or
     any Stock Option granted under this Plan shall have no rights as a
     stockholder of the Corporation with respect thereto unless and until
     certificates for shares are issued. The holder of a Restricted Stock Award
     will be entitled to receive any dividends on such shares in the same amount
     and at the same time as they are declared on shares of Common Stock of the
     Corporation and shall be entitled to vote such shares as a stockholder of
     record.

         a.  Assignment of Options and Stock Appreciation Rights. No stock
             Option or Stock Appreciation Right or any rights or interests of
             the recipient therein shall be assignable or transferable by such
             recipient except by will or the laws of descent and distribution.
             During the lifetime of the recipient, such Stock Option or Stock
             Appreciation Right shall be exercisable only by, or payable only
             to, the recipient thereof.

         b.  Further Agreements. All Stock Options, Stock Appreciation Rights,
             Restricted Stock Awards, and Performance Share Awards granted under
             this Plan shall be evidenced by agreements in such form and
             containing such terms and conditions (which must be consistent with
             this Plan) as the Committee may require.

         c.  Replacement Options and Stock. Upon cancellation of an outstanding
             Stock Option or the forfeiture of Restricted Stock, replacement
             Stock Options or replacement Restricted Stock may be issued in an
             amount and with such terms as the Committee may determine.

                                       -8
<PAGE>



         d.  Legal and Other Requirements. No shares of Common Stock shall be
             issued or transferred upon exercise of any award under the Plan
             unless and until all legal requirements applicable to the issuance
             or transfer of such shares and such other requirements as are
             consistent with the Plan have been complied with to the
             satisfaction of the Committee. The Committee may require that,
             prior to the issuance or transfer of Common Stock hereunder, the
             recipient thereof shall enter into a written agreement to comply
             with any restrictions on subsequent disposition that the Committee
             or the Corporation deem necessary or advisable under any applicable
             law, regulation or official interpretation thereof. Certificates of
             stock issued hereunder may be legended to reflect such
             restrictions.

         e.  Withholding of Taxes. Pursuant to applicable Federal, state, local,
             or foreign laws, the Corporation may be required to collect income
             or other taxes upon the grant of certain awards, the exercise of an
             option, or Stock Appreciation Right, or the lapse of restrictions
             on a Restricted Stock Award. The Corporation may deduct applicable
             taxes from payments made under the Plan, or require, as a condition
             to such award, or to the exercise of an option or Stock
             Appreciation Right, that the recipient pay the Corporation, at such
             time as the Committee or the Corporation determines, the amount of
             any taxes which the Committee or the Corporation, in their
             discretion, determines are required to be withheld.

         f.  Right to Awards. No employee of the Corporation or other person
             shall have any claim or right to be a Participant in this Plan or
             to be granted an award hereunder. Neither this Plan nor any action
             taken hereunder shall be construed as giving any Participant any
             right to be retained in the employ of the Corporation. Nothing
             contained hereunder shall be construed as giving any Participant or
             any other person any equity or interest of any kind in any assets
             of the Corporation or creating a trust of any kind or a fiduciary
             relationship of any kind between the Corporation and any such
             person. As to any claim for any unpaid amounts under the Plan, any
             Participant or any other person having a claim for payments shall
             be an unsecured creditor.

         g.  Fair Market Value The "Fair Market Value" of Common Stock shall be
             (x) if the Common Stock of the Corporation is listed on a national
             stock exchange or traded in the over-the-counter market, the
             closing price reported on the day immediately preceding the date of
             grant, (y) if the Common Stock is not listed on a national stock
             exchange or traded in the over-the-counter market but a private
             sale of Common Stock has taken place within the 60 days preceding a
             grant or award, the sales


                                       -9
<PAGE>

             price per share in such private sale, unless the Board of Directors
             determines in good faith that such price does not accurately
             reflect the value of the Common Stock or (z) in any other case, the
             value determined by the Board of Directors in good faith.

         h.  Permanent Disability. A Participant shall be deemed to have a
             "Permanent Disability" if, for physical or mental reasons, the
             Participant is prevented from performing the Participant's duties
             for 60 consecutive days, or 120 days during any twelve-month
             period. A Permanent Disability shall be determined by the Board of
             Directors in consultation with a medical doctor selected by it. The
             Participant shall submit to a reasonable number of examinations by
             the medical doctor making the determination of Disability, and the
             Participant shall authorize the disclosure and release to the
             Corporation of such determination and all supporting medical
             records. If the Participant is not legally competent, the
             Participant's legal guardian or duly authorized attorney-in-fact
             shall act in the Participant's stead for the purposes of submitting
             the Participant to the examinations, and providing the
             authorization of disclosure, required hereunder.

         i.  Retirement. "Retirement" shall mean any date on which an employee
             terminates employment with the Corporation on or after attaining
             age 62.

         j.  Indemnity. Neither the Board of Directors nor the Committee, nor
             any members of either, nor any employees of the Corporation or any
             Affiliate, shall be liable for any act, omission, interpretation,
             construction or determination made in good faith in connection with
             their responsibilities with respect to the Plan. The Corporation
             hereby agrees to indemnify the members of the Board of Directors,
             the members of the Committee, and the employees of the Corporation
             and its subsidiaries with respect to any claim, loss, damage, or
             expense (including counsel fees) arising from any such act,
             omission, interpretation, construction or determination to the full
             extent permitted by law.

2.       Affiliate. For the purposes of this Plan, the term "Affiliate" means,
with respect to a specified Person, any Person that directly or indirectly
controls, is controlled by, or is under common control with, the specified
Person. As used in this definition, the term "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through ownership of voting
securities, by contract or otherwise. The term "Person" means any individual,
corporation, association, partnership (general or limited), joint venture,
trust, estate, limited liability company, or other legal entity or organization.
An entity which is included with the "affiliated group" of the Corporation as
defined by Section 1504 of the Code, or an entity which is consolidated with the
Corporation for financial reporting purposes, shall in any case be considered an
"Affiliate" as defined herein.


                                      -10
<PAGE>

Section V.   Amendment and Termination; Adjustments Upon Changes in Stock. The
Board of Directors of the Corporation may at any time, and from time to time,
amend, suspend or terminate the Plan in whole or in part; provided, however,
that the Board of Directors may not materially increase the benefits accruing to
participants under the Plan, increase the number of shares of Common Stock
reserved for purposes of the Plan, or materially modify the requirements as to
eligibility for participation in the Plan without further approval by the
affirmative vote of at least a majority of the holders of the outstanding shares
of Common Stock. Except as provided herein, no amendment, suspension or
termination of the Plan may affect the rights of a participant to whom an award
has been granted without such participant's consent. In the event of any merger,
consolidation, reorganization, recapitalization, stock dividend, stock split or
other change in the Corporation's corporate structure, appropriate adjustments
may be made by the Committee or by the Board of Directors of the Corporation
(or, if the Corporation is not the surviving corporation in any such
transaction, by the Board of Directors of the surviving corporation) in the
aggregate number of shares available for award under the Plan, and in the
aggregate number and kind of shares and the price per share subject to
outstanding Stock Options, Stock Appreciation Rights, Restricted Stock Awards or
Performance Share Awards.

Section VI.  Shares of Stock Available. The aggregate number of Stock Options
and Restricted Stock Awards under the Plan is One Million (1,000,000) shares of
the capital stock of the Corporation on a fully-diluted basis, assuming full
exercise of all options and conversion of all convertible shares. The total
number of Stock Options and Restricted Stock Awards which may be issued
hereunder will be reduced (i) upon the exercise of an option, by the number of
shares for which such option is exercised; (ii) upon the exercise of a Stock
Appreciation Right, by the number of shares covered by the option canceled upon
such exercise; and (iii) by the number of shares which are released due to the
lapse of restrictions in case of a Restricted Stock Award. The grant and payment
of Performance Shares shall not affect the number of shares of Common Stock
subject to the Plan. Any shares subject to an option hereunder that for any
reason is canceled (other than because of the exercise of an attached Stock
Appreciation Right) or expires unexercised or shares reacquired because
restrictions do not lapse on Restricted Stock Awards will be available for
further awards. Shares of Common Stock to be delivered under the Plan may be
authorized, but unissued shares or shares reacquired on the open market.

Section VII. Effective Date and Term of the Plan. Subject to shareholder
approval, the effective date of the Plan is January 21, 1999, and awards under
the Plan may be made for a period of ten (10) years commencing on such date. The
period during which an option or other award may be exercised may extend beyond
that time as provided herein.

         This Plan was adopted by the directors of the Corporation by written
consent on March __, 2000.




                                                      __________________________
                                                      Richard F. Noll, President


                                      -11