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                                                                    Exhibit 10.7

                                  CNBC BANCORP
                             2002 STOCK OPTION PLAN


                                PART I - GENERAL

      1.    PURPOSE. The purpose of this CNBC Bancorp 2002 Stock Option Plan
(the "2002 Plan") is to advance the interests of CNBC Bancorp ("CNBC") and its
subsidiaries (collectively, the "Bank") and to enhance the value of the
shareholders' investment in the Bank by encouraging key management employees and
directors (collectively referred to as "Key Personnel") to acquire or increase
and retain a financial interest in the Bank and thereby encourage the Key
Personnel to remain in the service of the Bank and to put forth maximum efforts
for the success of the Bank. In addition, this 2002 Plan is intended to enable
the Bank to compete effectively for the services of potential Key Personnel by
furnishing an additional incentive to join the employment of the Bank. It is
intended that such purposes will be effected by the granting of nonqualified
stock options ("NSOs"), incentive stock options ("ISOs") intended to qualify
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")
(collectively with NSOs, "Options"), and stock appreciation rights ("Stock
Appreciation Rights").

      2.    ADMINISTRATION OF THIS 2002 PLAN.

            (a)   IN GENERAL. This 2002 Plan shall be administered by the Board
of Directors of CNBC (the "Board") or one or more committees appointed by the
Board (the "Committee"). Whenever the term "Board" is used hereafter, it shall
also mean the Committee where appropriate.

            (b)   AUTHORITY OF THE BOARD. The Board shall have full power and
authority in its discretion, subject to and not inconsistent with the express
provisions of this 2002 Plan, to administer this 2002 Plan and to exercise all
the power and authority specifically granted to it under this 2002 Plan or
necessary or advisable, in the sole and absolute discretion of the Board, for
the administration of this 2002 Plan including, without limitation, the
authority to: select from among Key Personnel those individuals to whom Options
and Stock Appreciation Rights may be granted pursuant to this 2002 Plan; fix the
terms and provisions and restrictions of any Option and Stock Appreciation Right
granted under this 2002 Plan; grant Options and Stock Appreciation Rights,
interpret and construe any provision of this 2002 Plan or of any Option and
Stock Appreciation Right granted hereunder; adopt, amend and rescind such rules
and regulations relating to this 2002 Plan as the Board shall determine in its
discretion, subject to the express provisions of this 2002 Plan; and make all
other determinations deemed by it necessary or advisable for the administration
of this 2002 Plan. All decisions and designations made by the Board pursuant to
the provisions of this 2002 Plan shall be final, binding and conclusive with
respect to all interested parties.

            (c)   INDEMNIFICATION. Persons ("members") who are or shall have
been members of the Board shall be indemnified and held harmless by CNBC against
and from


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any loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by them in connection with or resulting from any claim, action, suit,
or proceeding to which they may be a party or in which they may be involved by
reason of any action taken or failure to act under this 2002 Plan and against
and from any and all amounts paid by them in settlement thereof, with CNBC's
approval, or paid by them in satisfaction of judgment in any such action, suit,
or proceeding against them; provided they shall give CNBC an opportunity, at its
own expense, to handle and defend the same before they undertake to handle and
defend it on their own behalf. The foregoing right of indemnification shall not
be exclusive of any other rights of indemnification to which such persons may be
entitled under CNBC's Articles of Association or Bylaws, as a matter of law, or
otherwise, or any power that CNBC may have to indemnify them or hold them
harmless. CNBC may refuse to indemnify a member if such member did not act in
good faith in the execution of his or her duties.

      3.    ELIGIBILITY.

            (a)   GENERAL. Key Personnel of the Bank shall be eligible to
receive grants of Options and Stock Appreciation Rights pursuant to this 2002
Plan. Notwithstanding the foregoing, ISOs may only be granted to such Key
Personnel who are employees of the Bank. Key Personnel may include full-time
employees, part-time employees or directors; provided, however, that members of
the Board may not participate in this 2002 Plan unless approved by the majority
of disinterested members of the Board. More than one Option and/or Stock
Appreciation Right may be granted to Key Personnel. The Board shall, in its sole
discretion, from time to time, select from such Key Personnel to whom Options
and Stock Appreciation Rights shall be granted and determine the number of
Common Shares (as hereafter defined) to be included in such Options and Stock
Appreciation Rights.

            (b)   FACTORS. In determining the Key Personnel to whom Options and
Stock Appreciation Rights are to be granted under this 2002 Plan, the Board
shall take into consideration the respective duties of the Key Personnel, their
present and potential contributions to the success of the Bank and such other
factors as the Board shall deem relevant in connection with accomplishing the
purpose of this 2002 Plan.

            (c)   NO OTHER RIGHTS. Nothing contained in this 2002 Plan, nor any
Option or Stock Appreciation Right granted pursuant to this 2002 Plan, shall
confer upon any Key Personnel, employee or director any right to continue in the
employment of the Bank nor limit in any way the right of the Bank to terminate
the employment of any employee or director at any time.

      4.    SHARES SUBJECT TO THIS 2002 PLAN.

            (a)   The shares for which Options and Stock Appreciation Rights may
be granted under this 2002 Plan shall consist of seventy-five thousand (75,000)
common shares, without par value (the "Common Shares"), of CNBC; subject to
adjustment in Section 5.



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<PAGE>

            (b) Common Shares subject to this 2002 Plan may be, at the
discretion of the Board, either authorized and unissued Common Shares or Common
Shares reacquired by CNBC and held as treasury shares.

            (c) If any outstanding Option or Stock Appreciation Right under this
2002 Plan for any reason expires or is terminated without having been exercised
in full, the Common Shares allocable to the unexercised portion thereof shall
(unless this 2002 Plan shall have been terminated) become available for
subsequent grants of Options and Stock Appreciation Rights under this 2002 Plan.

            (d) Notwithstanding anything in this 2002 Plan to the contrary, the
grant of Options and Stock Appreciation Rights shall be subject to the following
limitations: (i) in any one calendar year, no more than twenty-five thousand
(25,000) Common Shares may be granted under Options and Stock Appreciation
Rights; and (ii) in any one calendar year no more than four thousand (4,000)
Common Shares may be granted under Options and Stock Appreciation Rights to any
one individual under this 2002 Plan.

      5.    ADJUSTMENTS AND CHANGES IN THE COMMON SHARES.

            (a) In the event that the Common Shares as presently constituted
shall be changed into or exchanged for a different kind of shares or other
securities of CNBC or another corporation (whether by reason of merger,
consolidation, recapitalization, reclassification, split-up, combination of
shares or otherwise) or if the number of such shares shall be increased through
the payment of a stock dividend or stock split, then unless such change results
in the termination of all outstanding Options pursuant to the provisions of this
2002 Plan, there shall be substituted for or added to each share of CNBC
theretofore appropriate or thereafter subject or which may become subject to an
Option and Stock Appreciation Right under this 2002 Plan, the number and kind of
shares or other securities into which each outstanding share of CNBC shall be so
changed, or for which each such share shall be entitled, as the case may be.
Outstanding Options and Stock Appreciation Rights shall also be appropriately
amended as to price and number of shares and other terms as may be necessary to
reflect the foregoing events. In the event there shall be any other change in
the number or kind of the outstanding shares of CNBC, or of any share or other
securities into which such shares shall have been changed, or for which they
shall have been exchanged, then if the Board shall, in its sole discretion,
determine that such change equitably requires an adjustment in any Option and
Stock Appreciation Right theretofore granted or which may be granted under this
2002 Plan, such adjustment shall be made in accordance with such determination.
Fractional shares resulting from any adjustment in Options and Stock
Appreciation Rights pursuant to this Section 5 shall be rounded down to the
nearest whole number of shares.

            (b)   Notice of any adjustment shall be given by CNBC to each holder
of an Option and Stock Appreciation Right which shall have been so adjusted,
provided that such adjustment (whether or not such notice is given) shall be
effective and binding for all purposes of this 2002 Plan and any instrument or
agreement issued thereunder.



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      6.    EFFECTIVE DATE AND TERMINATION OF PLAN. This 2002 Plan was approved
by the affirmative vote of the Board on February 19, 2002. This 2002 Plan was
approved by a majority of the shareholders of CNBC on April 23, 2002. This Plan
shall terminate upon the earlier of (i) February 19, 2012; or (ii) the date on
which all Common Shares available for issuance under this 2002 Plan have been
issued pursuant to the exercise of options granted hereunder; or (iii) the
determination of the Board that this 2002 Plan shall terminate. No Options or
Stock Appreciation Rights may be granted under this 2002 Plan after such
termination date, provided that the Options and Stock Appreciation Rights
granted and outstanding on such termination date shall continue to have force
and effect in accordance with the provisions of the Option Agreements and SAR
Agreements (as hereafter defined) evidencing such.

      7.    AMENDMENT OF THIS 2002 PLAN. The Board may, from time to time,
alter, amend, modify, suspend or discharge or make such changes in and additions
to this 2002 Plan as it may deem desirable, without further action on the part
of the shareholders of CNBC; provided, however, that no such action shall
deprive any person without such person's consent of any rights theretofore
granted pursuant hereto and further provided, however, that, except as provided
in this 2002 Plan, no action of the Board, unless taken with the approval of
shareholders of CNBC, may:

            (a)   increase the total number of Common Shares available for
                  issuance pursuant to this 2002 Plan;

            (b)   reduce the minimum Option price;

            (c)   increase the period in which Options and Stock Appreciation
                  Rights granted under this 2002 Plan may be exercised;

            (d)   increase the number of Common Shares subject to this 2002 Plan
                  which may be optioned to any one individual or in any one
                  year;

            (e)   extend the termination date of this 2002 Plan; or

            (f)   change the class of Key Personnel eligible to receive options
                  under this 2002 Plan.

Subject to and without limiting the generality of the foregoing, the Board may
amend or modify this 2002 Plan and any outstanding Options and Stock
Appreciation Rights under this 2002 Plan to the extent necessary to qualify any
or all of such Options and Stock Appreciation Rights or future Options and Stock
Appreciation Rights to be granted for such beneficial federal income tax
treatment as may be afforded employee stock options under the Code or any
amendments thereto or other statutes or regulations or rules (or any
interpretations thereof by any applicable governmental agency or entity) which
become effective after the effective date of this 2002 Plan (including without
limitation any proposed or final Treasury regulations).


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      8.    NOTICES. Each notice relating to this 2002 Plan shall be in writing
and delivered in person or by first class or certified mail to the proper
addressee. Each notice shall be deemed to have been given on the date it is
received. Each notice to the Board shall be addressed as follows:

                     CNBC Bancorp
                     100 E. Wilson Bridge Road, Suite 100
                     Worthington, Ohio  43085
                     Attention:  Board of Directors

      Each notice to a holder of Options and/or Stock Appreciation Rights (or
other person or persons then entitled to exercise an Option) shall be addressed
to the holder (or such other person or persons), at the holder's address set
forth in the Bank's current personnel records. Anyone to whom a notice may be
given under this 2002 Plan may designate, in writing, a new address by notice to
that effect.


                       PART II - STOCK APPRECIATION RIGHTS

      9.    GENERAL. Each grant of Stock Appreciation Rights under this 2002
Plan shall be evidenced by an agreement between CNBC and the grantee which
contains the terms, conditions and restrictions pertaining to his or her Stock
Appreciation Rights (the "SAR Agreement"). The provisions of the various SAR
Agreements entered into under this 2002 Plan need not be identical. Each SAR
Agreement shall specify the number of Common Shares to which the Stock
Appreciation Rights pertain and Stock Appreciation Rights may be granted in
conjunction with all or part of any Option granted under this 2002 Plan. In the
case of a NSO, such rights may be granted either at or after the time of the
grant of such Option. In the case of an ISO, such rights may be granted only at
the time of the grant of such Option. If a Stock Appreciation Right is granted
in connection with an Option granted under this 2002 Plan, such Stock
Appreciation Right may cover the same number of Common Shares covered by an
Option or such lesser number of Common Shares as the Board may determine.

      10.   TERMINATION. Unless otherwise provided in the SAR Agreement, a Stock
Appreciation Right or applicable portion thereof granted with respect to a given
Option shall terminate and no longer be exercisable upon the termination or
exercise of the related Option.

      11.   OTHER TERMS AND CONDITIONS. Stock Appreciation Rights granted under
the Plan shall be subject to the following terms and conditions, and shall
contain such additional terms and conditions, not inconsistent with the
provisions of this 2002 Plan, as the Board shall deem appropriate.

            (a)   EXERCISABILITY AND TERM. Each SAR Agreement shall specify the
date when all or any installment of the Stock Appreciation Rights is to become
exercisable. The SAR Agreement shall also specify the term of the Stock
Appreciation Rights. The


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SAR Agreement may provide for accelerated exercisability in the event of the
grantee's death, disability, or retirement or other events and may provide for
expiration prior to the end of its term in the event of the termination of the
grantee's service with the Bank. Stock Appreciation Rights shall be exercisable
only at such time or times and to the extent that the Options to which they
relate, if any, shall be exercisable in accordance with the provisions of the
SAR Agreement and this 2002 Plan; provided, however, that a Stock Appreciation
Right granted subsequent to the grant of the related Option shall not be
exercisable during the first six months of its terms; and provided, further,
however, that a Stock Appreciation Right granted in connection with an ISO may
be exercised only if and when the market price of the Common Share subject to
the ISO exceeds the exercise price of such ISO.

            (b)   AMOUNT PAYABLE. Upon the exercise of a Stock Appreciation
Right, an Optionee shall be entitled to receive up to, but not more than, an
amount in cash or Common Shares equal in value to the excess of the Market Value
of one Common Share over the option price per share specified in the related
Option, multiplied by the number of Common Shares in respect of which the Stock
Appreciation Right shall have been exercised. The Board shall determine the form
of payment.

            (c)   TRANSFERABILITY. Stock Appreciation Rights shall be
transferable only when and to the extent that the underlying Option would be
transferable under this 2002 Plan.

            (d)   CHANGE IN CONTROL OF CNBC. Any SAR Agreement may provide that
Stock Appreciation Rights will be exercisable in the event of a Change in
Control.


                               PART III - OPTIONS

      12.   GRANT OF OPTIONS.

            (a)   To the extent not inconsistent with the provisions of this
2002 Plan, the Board shall fix the terms and provisions and restrictions of
Options, including the number of Common Shares to be subject to each Option, the
dates on which Options may be fully or partially exercised, the minimum period
(if any) during which the same must be held until exercisable and the expiration
dates thereof. Options granted hereunder shall be evidenced by a written option
agreement (an "Option Agreement") between the Option holder and the Board. The
Option Agreement shall contain such terms, conditions and limitations as
provided by the Board, but shall also be subject to the provisions of this
Section 12 and other Sections of Part III of this 2002 Plan. Each Option
Agreement shall specify whether the Option is an ISO or a NSO. The provisions of
the various Option Agreements need not be identical.

            (b)   The Option purchase price to be paid by Option holders in this
2002 Plan for a Common Share shall be determined by the Board, but shall be in
no event less than the greater of the fair market value or book value of the
Common Shares on the date


                                      -6-
<PAGE>

such Option is granted. The fair market value of the Common Shares on a
particular date shall be determined by the Board.

            (c)   Any Option granted hereunder shall provide, as determined by
the Board, for appropriate arrangements for the satisfaction by CNBC and the
Option holder of all federal, state, local or other income, excise or employment
taxes or tax withholding requirements applicable to the exercise of the Option
or the later disposition of the Common Shares or other property thereby acquired
and all such additional taxes or amounts as determined by the Board in its
discretion, including, without limitations, the right of the Bank to receive
transfers of Common Shares or other property from the Option holder or to deduct
or withhold in the form of cash or shares from any transfer or payment to an
Option holder, in such amount or amounts deemed required or appropriate by the
Board in its sole and absolute discretion.

            (d)   The Board shall have the authority to effect, at any time and
from time to time, with the consent of the affected Option holder or Option
holders, the cancellation of any or all outstanding Options granted under this
2002 Plan and the grant in substitution thereof of new Options under this 2002
Plan (subject to the limitations hereof) covering the same or different numbers
of Common Shares at an Option price per share in all events not less than the
fair market value or book value of the Common Shares on the new grant date.

            (f)   The Board may include in an Option Agreement such other terms
and conditions not inconsistent with the foregoing as the Board shall approve.
Without limiting the generality of the foregoing sentence, the Board shall be
authorized to determine that Options shall be exercisable in one or more
installments during the term of the Option and the right to exercise may be
cumulative as determined by the Board.

      13.   NOTICE OF GRANT OF OPTION. Upon the granting of any Option to a
participant, the Board shall promptly cause such participant to be notified of
the fact of such grant. The date on which an Option shall be granted shall be
the date of the Board's authorization of such grant or such later date as may be
determined by the Board at the time such grant is authorized, subject to the
satisfaction of any conditions the Board may place on the effectiveness of the
grant.

      14.   ACCELERATION OF EXERCISE OF OPTIONS.

            (a)   In the event of a Change in Control of CNBC, as hereinafter
defined, or in the event of the death or permanent disability of an Option
holder, the following provisions shall apply to Options previously granted under
this 2002 Plan, notwithstanding any provision herein or in any agreement to the
contrary:

                  (i)   all Options which provide for exercise in one or more
                        installments shall become immediately exercisable in
                        full;


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<PAGE>

                  (ii)  if any Option holder shall cease to be employed by the
                        Bank within one (1) year following a Change in Control,
                        the Option may in all events be exercised for a period
                        of three (3) months after such termination of employment
                        and within the Option period;

                  (iii) all Options under this 2002 Plan which have not
                        previously vested shall become vested; and

                  (iv)  the exercise restrictions provided in Section 16 of this
                        2002 Plan shall not be applicable.

            (b)   For purposes of this 2002 Plan, the term "Change in Control"
in ownership of CNBC shall mean and shall be deemed to have occurred if (i) any
person (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), is or becomes the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of CNBC representing thirty percent (30%) or more of
the combined voting power of CNBC's then outstanding securities, or (ii) there
commences a tender offer for securities of CNBC which, if successful, would
result in any person becoming the beneficial owner (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of CNBC
representing thirty percent (30%) or more of the combined voting power of CNBC's
then outstanding securities, or (iii) there is a consolidation or combination of
CNBC with, or merger of CNBC into or with, any other company and the inside
stockholders are not beneficial owners (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of a company that directly
or indirectly owns CNBC representing more than thirty percent (30%) of the
combined voting power of such controlling company, or (iv) there is an
acquisition of CNBC or of all or substantially all of the assets of CNBC by
another person, company or entity.

            (c)   The grant of Options under this 2002 Plan shall in no way
affect the right of CNBC to adjust, reclassify, reorganize or otherwise change
its capital or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.

      15.   ADDITIONAL PROVISIONS. Any Option Agreements authorized under this
2002 Plan shall contain such other provisions as the Board shall deem advisable
which are not inconsistent with the terms herein stated.

      16.   EXERCISE OF OPTIONS.

            (a) The exercise of Options shall be subject to restrictions that
may be created by the Board in its discretion as to the number of such Options
which may be exercised by an Option holder at a given time or in a given period
of time. The Board shall establish a vesting period, schedule and criteria for
the exercise of Options as it deems appropriate, such as vesting in installments
upon the achievement by CNBC or Option


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holder of specified periods of continued employment, specific performance
criteria or other goals.

            (b)   Each Option granted under this 2002 Plan shall be exercisable
on such date or dates and during such period and for such number of Common
Shares as shall be determined pursuant to the terms of the Agreement evidencing
such Option. An Option may be exercised by notice given to the Board in such
form as the Board shall require. No fraction of a Common Share may be purchased
by an Option holder upon exercising his option, and to the extent that the use
of fractional or percentage computations would otherwise give rise to the right
of the Option holder to purchase a fraction of a Common Share, the total Common
Shares subject to exercise shall be adjusted down to the nearest whole number.

      17.   EXERCISE AFTER TERMINATION OF EMPLOYMENT.

            (a)   Except as otherwise provided in this 2002 Plan, an Option
holder's Options (i) are exercisable only by the Option holder, and (ii) are
exercisable only while the Option holder is in the employment of the Bank except
as provided in Section 14.

            (b)   Except as provided in Section 14 of this 2002 Plan, any Option
holder's Option which is exercisable by its terms at the time the Option holder
ceases to be in the employment of the Bank must be exercised on or before the
earlier of (i) thirty (30) days after the date of termination of employment, or
(ii) the fixed expiration date of such Option after which period such Option
shall expire. However, Options cease to be exercisable on the date the Option
holder ceases to be in the employment of the Bank if termination of employment
is for nonperformance of duties or other cause.

            (c)   In the event of the death of the Option holder, each of that
Option holder's unexercised options (whether or not then exercisable by their
terms) shall become immediately exercisable by his or her estate for a period
ending on the earlier of the fixed expiration date of such Option or twelve
months after the date of death, after which period such Option shall expire. For
purposes hereof, the estate of an Option holder shall be defined to include the
legal representatives thereof or any person who has acquired the right to
exercise an option by reason of the death of the Option holder.

            (d)   In the event of the termination of employment by reason of the
permanent disability (as defined below) of the Option holder, each of that
Option holder's unexercised Options (whether or not then exercisable by their
terms) shall become exercisable for a period ending on the earlier of (i) the
fixed expiration date of such Option, or (ii) twelve (12) months from the date
of termination after which period such Option shall expire. For purposes of
Section 15 or this Section 17(d), "permanent disability" shall be deemed to be
the inability of the Option holder to perform the duties of his or her job with
the Bank because of a physical or mental disability as evidenced by the opinion
of a Bank-approved doctor of medicine licensed to practice medicine in the
United States of America.


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<PAGE>

            (e)   In the event of the death or permanent disability of the
Option holder, the estate or Option holder, respectively, may request cash
payment equal to the difference between the fair market value of the Common
Shares and the Option exercise price multiplied by the number of Options
outstanding in exchange for surrendering its options to the Bank; however, the
Board, in its sole discretion, may approve or deny the request.

      18.   PAYMENT FOR COMMON SHARES. Common Shares which are subject to an
Option shall be transferred only upon exercise of the Option in whole or in part
and upon full payment of the purchase price for the Common Shares as to which
the Option is exercised. The Option price shall be payable upon exercise of the
Option in United States dollars in cash, check, bank draft or money order.

      19.   TERMINATION OF OPTION. Each Option shall terminate in any event no
later than ten (10) years from the date of the grant.

      20.   ASSIGNABILITY. An Option granted under this 2002 Plan may not be
transferred except by will or the laws of descent and distribution and, during
the lifetime of the Option holder to whom granted, may be exercised only by him
or her, his or her guardian or legal representative.


                             PART IV - MISCELLANEOUS

      21.   LAWS AND REGULATIONS.

            (a)   This 2002 Plan and all Options and Stock Appreciation Rights
granted pursuant to it are subject to all laws and regulations of any
governmental authority which may be applicable thereof, and notwithstanding any
provisions of this 2002 Plan or the Options and Stock Appreciation Rights
granted, the holder of an Option and/or Stock Appreciation Rights shall not be
entitled to exercise such Option and/or Stock Appreciation Right, nor shall CNBC
be obligated to issue any Common Shares or pay any cash under this 2002 Plan to
the holder, if such exercise, issuance or payment shall constitute a violation
by the Option holder or the Bank of any provisions of any such law or
regulation.

            (b)   CNBC, in its discretion, may postpone the issuance and
delivery of Common Shares upon any exercise of an Option and/or Stock
Appreciation Right until completion of any stock exchange listing or
registration or other qualification of such Common Shares under any state or
federal law, rule or regulation as CNBC may consider appropriate; and may
require any person exercising an option to make such representations and furnish
such information as it may consider appropriate in connection with the issuance
of the Common Shares in compliance with applicable law. Under such
circumstances, CNBC shall proceed with reasonable promptness to complete any
such listing, registration or other qualification.


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<PAGE>

            (c)   Common Shares issued and delivered upon exercise of an Option
and/or Stock Appreciation Right shall be subject to such restrictions on
trading, including appropriate legending of certificates to that effect, as
CNBC, in its discretion, shall determine are necessary to satisfy applicable
legal requirements and obligations.

      22.   SHAREHOLDER RIGHTS. An Option and/or Stock Appreciation Right holder
shall have none of the rights of a shareholder of CNBC with respect to any
Common Shares subject to any Option or Stock Appreciation Right granted
hereunder until such individual shall have exercised the Option or Stock
Appreciation Right and been issued Common Shares therefor.

      23.   SEVERABILITY. If any provision of this 2002 Plan shall cause this
2002 Plan to violate any provision of any applicable law, rule or governmental
regulation or to be considered null and void, such provision shall be severed
from this 2002 Plan and shall be null and void or shall be deemed null and void
ab initio, as shall be appropriate or necessary and this 2002 Plan shall
continue in full force and effect as such provisions were not part of this 2002
Plan.

      24.   USE OF PROCEEDS. The proceeds received by CNBC from the sale of
Common Shares pursuant to the Options granted under this 2002 Plan shall be used
for general corporate purposes.

      25.   EXPENSES. The expenses of this 2002 Plan shall be borne by CNBC.

                                      * * *





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