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                                                                   EXHIBIT 10.14

                                 BLUEFLAME INC.

                          2000 EQUITY COMPENSATION PLAN

          1. PURPOSES. The purposes of the Blueflame 2000 EQUITY COMPENSATION
PLAN (the "Plan") are to advance the interests of the Company and its
stockholders by attracting, motivating and retaining officers, employees,
directors and consultants and to incentivize officers, employees and consultants
for contributing to the success of the Company and the creation of stockholder
value. The Plan permits the Committee to make Awards which constitute "qualified
performance-based compensation" for purposes of Section 162(m) of the Code.

          2. DEFINITIONS AND RULES OF CONSTRUCTION.

          (a) DEFINITIONS. For purposes of the Plan, the following capitalized
words shall have the meanings set forth below:

          "ADMINISTRATOR" means the individual or individuals to whom the
     Committee delegates authority under the Plan in accordance with Section
     3(d).

          "AWARD" means a Stock Award, Restricted Stock Unit, Option, SAR,
     Dividend Equivalent, Other Award, Performance Award or any combination of
     the foregoing.

          "AWARD DOCUMENT" means an agreement, certificate or other type or form
     of document or documentation approved by the Committee which sets forth the
     terms and conditions of an Award. An Award Document may be in written,
     electronic or other media, may be limited to a notation on the books and
     records of the Company and, unless the Committee requires otherwise, need
     not be signed by a representative of the Company or a Participant.

          "BENEFICIARY" means the person designated in writing by the
     Participant to exercise or to receive an Award or payments or other amounts
     in respect thereof in the event of the Participant's death or, if no such
     person has been designated in writing by the Participant prior to the date
     of death, the Participant's estate. No Beneficiary designation under the
     Plan shall be effective unless it is in writing and is received by the
     Company prior to the date of death of the applicable Participant.

          "BOARD" means the Board of Directors of the Company.

          "CODE" means the Internal Revenue Code of 1986, as amended from time
     to time, and the rulings and regulations (including any proposed
     regulations) promulgated thereunder.
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          "COMMITTEE" means the Compensation Committee of the Board, or such
     other committee of the Board as may be designated from time to time by the
     Board to administer the Plan; PROVIDED, HOWEVER, that in the absence of any
     such designation, any reference to the Committee in the Plan or any
     certificate or agreement under the Plan shall be deemed a reference to the
     Board.

          "COMMON STOCK" means the common stock, par value $.01 per share, of
     the Company.

          "COMPANIES" means the Company and each Subsidiary.

          "COMPANY" means Blueflame Inc., a New York corporation, including any
     successor thereto.

          "DEFERRED COMPENSATION ACCOUNT" means the account established on the
     books and records of the Company to record the amount of deferred
     compensation payable under the Plan to a Participant.

          "DIVIDEND EQUIVALENT" means a right granted in accordance with Section
     12 to receive a payment in cash, shares of Common Stock or other property
     equal in value to the dividends declared and paid on a specified number of
     shares of Common Stock. A Dividend Equivalent may constitute a
     free-standing Award or may be granted in connection with another type of
     Award.

          "EFFECTIVE DATE" means August 21, 2000.

          "ELIGIBLE INDIVIDUAL" means an individual described in Section 4(a)
     who is eligible for Awards under the Plan.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
     from time to time, and the rulings and regulations promulgated thereunder.

          "FAIR MARKET VALUE" means, with respect to a share of Common Stock,
     the fair market value thereof as of the relevant date of determination, as
     determined in accordance with a valuation methodology approved by the
     Committee. In the absence of any alternative valuation methodology approved
     by the Committee, the Fair Market Value of a share of Common Stock shall be
     (i) if the Stock is admitted to quotation on the National Association of
     Securities Dealers Automated Quotation System ("NASDAQ"), the average of
     the highest bid and lowest asked prices of the Stock as reported for such
     date or, if no bid and asked prices were reported for such date, for the
     last day preceding such date for which such prices are reported, or (ii) if
     the Stock is admitted to trading on
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     a United States securities exchange or the NASDAQ National Market System,
     the closing price reported for the Stock on such exchange or system for
     such date or, if no sales were reported for such date, for the last day
     preceding such date for which a sale was reported. Notwithstanding the
     foregoing, the Fair Market Value of the Stock on the effective date of the
     Initial Public Offering shall be the offering price to the public of the
     Stock on such date.

          "GAAP" means U.S. Generally Accepted Accounting Principles.

          "INCENTIVE STOCK OPTION" means an Option which is an "incentive stock
     option" within the meaning of Section 422 of the Code and designated by the
     Committee as an Incentive Stock Option in an Award Document.

          "NONQUALIFIED STOCK OPTION" means any Option which is not an Incentive
     Stock Option.

          "OPTION" means an Option granted under Section 9 of the Plan,
     including an Incentive Stock Option and a Nonqualified Stock Option.

          "OTHER AWARD" means an Award granted under the Plan in accordance with
     Section 13.

          "PARTICIPANT" means an Eligible Individual who has been granted an
     Award under the Plan.

          "PERFORMANCE AWARD" means the right of a Participant to receive a
     specified amount following the completion of a Performance Period based
     upon performance in respect of one or more of the Performance Goals
     applicable to such period.

          "PERFORMANCE GOAL" means any of the following: earnings per share, net
     income, net operating income, pretax profits, pretax operating income,
     revenue growth, return on sales, return on equity, return on assets
     managed, return on investment, increase in the Fair Market Value of a share
     of Common Stock, total return to stockholders, cash flow, or economic value
     added. A Performance Goal may be measured over a Performance Period on a
     periodic, annual, cumulative or average basis and may be established on a
     corporate-wide basis or established with respect to one or more operating
     units, divisions, Subsidiaries, acquired businesses, minority investments,
     partnerships or joint ventures. To the extent that there is a change in
     GAAP during a Performance Period, the Committee may calculate any
     Performance Goal with or without regard to such change.

          "PERFORMANCE PERIOD" means a period of time designated by the
     Committee over which one or more Performance Goals are measured.
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          "PERFORMANCE UNIT" means an Award granted pursuant to Section 11.

          "RESTORATION OPTION" means an Option that is awarded upon the exercise
     of an Option earlier awarded under the Plan or any other plan of the
     Company (an "Underlying Option") for which the exercise price is paid in
     whole or in part by tendering shares of Common Stock previously owned by
     the Participant, where such Restoration Option (i) covers a number of
     shares of Common Stock no greater than the number of previously owned
     shares tendered in payment of the exercise price of the Underlying Option
     plus the number of shares withheld to pay taxes arising upon such exercise,
     (ii) the expiration date of the Restoration Option is no later than the
     expiration date of the Underlying Option and (iii) the exercise price per
     share of the Restoration Option is no less than the Fair Market Value per
     share of Common Stock on the date of exercise of the Underlying Option.

          "RESTRICTED SHARES" means shares of Common Stock subject to a Stock
     Award that have not vested or remain subject to forfeiture, transfer or
     other restrictions in accordance with Section 7 and the applicable Award
     Document.

          "RESTRICTED STOCK UNIT" means a restricted stock unit award granted in
     accordance with Section 8.

          "SAR" means a stock appreciation right or limited stock appreciation
     right granted in accordance with Section 10.

          "STOCK AWARD" means a grant of shares of Common Stock in accordance
     with Section 7.

          "SUBSIDIARY" means (i) a corporation or other entity with respect to
     which the Company, directly or indirectly, has the power, whether through
     the ownership of voting securities, by contract or otherwise, to elect at
     least a majority of the members of such corporation's board of directors or
     analogous governing body, or (ii) any other corporation or other entity in
     which the Company, directly or indirectly, has an equity or similar
     interest and which the Committee designates as a Subsidiary for purposes of
     the Plan. For purposes of determining eligibility for the grant of
     Incentive Stock Options under the Plan, the term "Subsidiary" shall be
     defined in the manner required by Section 424(f) of the Code.

          "SUBSTITUTE AWARD" means an Award granted upon assumption of, or in
     substitution for, outstanding awards previously granted by a company or
     other entity in connection with a corporate transaction, such as a merger,
     combination, consolidation or acquisition of property or stock.
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          "TARGET" means the target performance objective set by the Committee
     for a Performance Goal.

          "TARGET PAYMENT" means the amount payable to a Participant for a
     Performance Period upon the achievement of one of more Targets set by the
     Committee for that period.

          (b) RULES OF CONSTRUCTION. The masculine pronoun shall be deemed to
include the feminine pronoun and the singular form of a word shall be deemed to
include the plural form, unless the context requires otherwise. Unless the text
indicates otherwise, references to sections are to sections of the Plan.

          3. ADMINISTRATION.

          (a) POWER AND AUTHORITY OF THE COMMITTEE. The Plan shall be
administered by the Committee, which shall have full power and authority,
subject to the express provisions hereof:

          (i) to select Participants from the Eligible Individuals;

          (ii) to make Awards in accordance with the Plan;

          (iii) to determine the number of shares of Common Stock subject to
each Award or the cash amount payable in connection with an Award;

          (iv) to determine the terms and conditions of each Award, including,
without limitation, those related to vesting, forfeiture, payment and
exercisability, and the effect, if any, of a Participant's termination of
employment with the Company, and including the authority to amend the terms and
conditions of an Award after the granting thereof to a Participant in a manner
that is not, without the consent of the Participant, prejudicial to the rights
of such Participant in such Award;

          (v) to specify and approve the provisions of the Award Documents
delivered to Participants in connection with their Awards;

          (vi) to construe and interpret any Award Document delivered under the
Plan;

          (vii) to prescribe, amend and rescind rules and procedures relating to
the Plan;
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          (viii) subject to the provisions of the Plan and subject to such
additional limitations and restrictions as the Committee may impose, to delegate
to one or more officers of the Company some or all of its authority under the
Plan;

          (ix) to employ such legal counsel, independent auditors and
consultants as it deems desirable for the administration of the Plan and to rely
upon any opinion or computation received therefrom; and

          (x) to make all other determinations and to formulate such procedures
as may be necessary or advisable for the administration of the Plan.

          (b) PLAN CONSTRUCTION AND INTERPRETATION. The Committee shall have
full power and authority, subject to the express provisions hereof, to construe
and interpret the Plan.

          (c) DETERMINATIONS OF COMMITTEE FINAL AND BINDING. All determinations
by the Committee in carrying out and administering the Plan and in construing
and interpreting the Plan shall be final, binding and conclusive for all
purposes and upon all interested persons.

          (d) DELEGATION OF AUTHORITY. The Committee may, but need not, from
time to time delegate same or all of its authority under the Plan to an
Administrator consisting of one or more officers of the Company, one or more
members of the Committee or one or more members of the Board; provided, however,
that the Committee may not delegate its responsibility (i) to make Awards to
individuals who are subject to Section 16 of the Exchange Act, (ii) to make
Awards under Section 14 which are intended to constitute "qualified
performance-based compensation" under Section 162(m) of the Code or (iii) to
amend or terminate the Plan in accordance with Section 20. Any delegation
hereunder shall be subject to the restrictions and limits that the Committee
specifies at the time of such delegation or thereafter. Nothing in the Plan
shall be construed as obligating the Committee to delegate authority to an
Administrator, and the Committee may at any time rescind the authority delegated
to an Administrator appointed hereunder or appoint a new Administrator. At all
times, the Administrator appointed under this Section 3(d) shall serve in such
capacity at the pleasure of the Committee. Any action undertaken by the
Administrator in accordance with the Committee's delegation of authority shall
have the same force and effect as if undertaken directly by the Committee, and
any reference in the Plan to the Committee shall, to the extent consistent with
the terms and limitations of such delegation, be deemed to include a reference
to the Administrator.

          (e) RELIANCE AND INDEMNIFICATION. The Committee shall be entitled to
rely in good faith upon any report or other information furnished to it by any
officer or employee of the Companies or from the financial, accounting, legal or
other advisers of any of the Companies. Each member of the Committee, each
Administrator and each other person acting at the direction of or on behalf of
the Committee shall not be liable for any action, omission or determination made
in good faith by him or by any other member of the Committee or any other such
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individual in connection with the Plan, except for his own willful misconduct or
as expressly provided by statute, and, to the extent permitted by law and the
bylaws of the Company, shall be fully indemnified and protected by the Company
with respect to such determination, act or omission.

                  4.       PARTICIPATION.

          (a) ELIGIBLE INDIVIDUALS. Awards may be granted by the Committee to
(i) officers and employees of one of the Companies (or a division or operating
unit thereof), (ii) consultants or advisers to any of the Companies, (iii) any
individual who has accepted an offer of employment with any of the Companies as
an officer or employee, or (iv) directors of the Company. An individual's status
as an Administrator will not affect his or her eligibility to participate in the
Plan.

          (b) AWARDS TO PARTICIPANTS. The Committee shall have no obligation to
grant any Eligible Individual an Award or to designate an Eligible Individual as
a Participant for a Performance Period solely by reason of such Eligible
Individual having received a prior Award or having been designated as a
Participant for any prior Performance Period. The Committee may grant more than
one Award to a Participant at the same time or may designate an Eligible
Individual as a Participant in Performance Periods that begin on the same date
or that cover overlapping periods of time.

          5. COMMON STOCK SUBJECT TO THE PLAN.

          (a) PLAN LIMIT. The Company is authorized to issue up to 17,500,000
shares of Common Stock under the Plan; provided, however, that on each of the
first four anniversaries of the Effective Date, the Plan Limit shall
automatically increase by a number equal to the lesser of (i) 5% of the total
shares of Common Stock then outstanding, (ii) 5,000,000 shares of Common Stock
and (iii) such lesser amount approved by the Committee. Such shares of Common
Stock may be newly issued shares of Common Stock, treasury shares or any
combination thereof.

          (b) RULES APPLICABLE TO DETERMINING SHARES AVAILABLE FOR ISSUANCE. For
purposes of determining the number of shares of Common Stock that remain
available for issuance, the following shares shall be added back to the Plan
Limit and again be available for Awards:

               (i) The number of shares tendered to pay the exercise price of an
Option or other Award or to satisfy a Participant's tax withholding obligations;
and
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               (ii) The number of shares withheld from any Award to satisfy a
Participant's tax withholding obligations or, if applicable, to pay the exercise
price of an Option or other form of Award.

               (iii) The number of shares that are forfeited by a Participant
upon a termination of employment.

In addition, any shares issued in connection with Substitute Awards shall not be
counted against the Plan Limit and shall not be subject to Section 5(d).

          (c) RESERVE. In administering the Plan, the Committee may establish
reserves against the Plan Limit for amounts payable in settlement of Awards or
in settlement of Deferred Compensation Accounts. The Committee may also
promulgate additional rules and procedures for calculating the portion of the
Plan Limit available for Awards. This Section 5 shall be applied and construed
by the Committee so that no share of Common Stock is counted more than once for
purposes of any debit or credit to the Plan Limit.

          (d) SPECIAL LIMITS. Anything to the contrary in Section 5(a)
notwithstanding, but subject to Section 18(b), the following special limits
shall apply to shares of Common Stock available for Awards under the Plan:

          (i) The maximum number of shares that may be issued in the form of
Stock Awards, or issued upon settlement of Restricted Stock Units, SARs,
Performance Units or Other Awards, shall not exceed 5,000,000 shares; PROVIDED,
HOWEVER, that any such Stock Awards, Restricted Stock Units, SARs, Performance
Units or Other Awards that are issued in lieu of cash compensation that
otherwise would be paid to a Participant, or in satisfaction of any other
obligation owed by the Company to a Participant, shall not be counted against
such limitation; and

          (ii) The maximum number of shares of Common Stock that may be subject
to Options or free-standing SARs granted to any Eligible Individual in any
calendar year shall equal 5,000,000 shares, plus any shares which were available
under this Section 5(d)(ii) for Awards of Options or free-standing SARs to such
Eligible Individual in any prior calendar year but which were not covered by
such Awards.

          (iii) In no event will the number of shares of Common Stock issued in
connection with the grant of Incentive Stock Options exceed the Plan Limit, as
in effect on the Effective Date.
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          6. AWARDS IN GENERAL.

          (a) TYPES OF AWARDS. Awards under the Plan may consist of Stock
Awards, Restricted Stock Units, Options, SARs, Performance Units, Dividend
Equivalents, Other Awards, Performance Awards or any combination of the
foregoing. Any Award may be granted singly or in combination or tandem with any
other Award, as the Committee may determine. Awards may be made in combination
with or as alternatives to grants or rights under any other compensation or
benefit plan of the Companies, including the plan of any acquired entity.
Notwithstanding the foregoing, it is intended that the principal form of Award
to be issued hereunder shall be Options.

          (b) TERMS SET FORTH IN AWARD DOCUMENT. The terms and provisions of
each Award shall be set forth in an Award Document approved by the Committee and
delivered or made available to the Participant as soon as practicable following
the date of the Award. The vesting, exercisability, payment and other
restrictions applicable to an Award (which may include, without limitation,
restrictions on transferability or provision for mandatory resale to the
Company) shall be determined by the Committee and set forth in the applicable
Award Document.

          7. STOCK AWARDS.

          (a) FORM OF AWARD. The Committee is authorized to grant shares of
Common Stock to an Eligible Individual as a Stock Award for no consideration
other than the provision of services or at a purchase price determined by the
Committee. Stock Awards may be granted in lieu of other compensation or benefits
payable to a Participant or in settlement of previously granted Awards. Shares
of Common Stock granted pursuant to this Section 7 shall be subject to such
restrictions on transfer or other incidents of ownership for such periods of
time, and shall be subject to such conditions of vesting, as the Committee may
determine and as shall be set forth in the Award Document. If shares of Common
Stock are offered for sale under the Plan, the purchase price shall be payable
in cash, or, in the sole discretion of the Committee or as set forth in the
applicable Award Document, in shares of Common Stock already owned by the
Participant, for other consideration acceptable to the Committee or in any
combination of cash, shares of Common Stock or such other consideration.

          (b) SHARE CERTIFICATES; RIGHTS AND PRIVILEGES. At the time Restricted
Shares are granted or sold to a Participant, share certificates representing the
appropriate number of Restricted Shares shall be registered in the name of the
Participant but shall be held by the Company in custody for the account of such
person. The certificates shall bear a legend restricting their transferability
as provided herein. Except for such restrictions on transfer or other incidents
of ownership as may be determined by the Committee and set forth in the Award
Document relating to an award or sale of Restricted Shares, a Participant shall
have the rights of
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a stockholder as to such Restricted Shares, including the right to receive
dividends and the right to vote in accordance with applicable law.

          (c) DISTRIBUTIONS. Unless the Committee determines otherwise at or
after the time of grant, any shares of Common Stock or other securities of the
Company received by a Participant to whom Restricted Shares have been granted or
sold as a result of a non-cash distribution to holders of Common Stock or as a
stock dividend on Common Stock shall be subject to the same terms, conditions
and restrictions as such Restricted Shares.

          8. RESTRICTED STOCK UNITS. The Committee is authorized to grant
Restricted Stock Units to Eligible Individuals. Each Restricted Stock Unit shall
represent the right to receive, one share of Common Stock subject to the terms
and conditions established by the Committee in connection with the Award and set
forth in the applicable Award Document. Upon satisfaction of the conditions to
vesting and payment specified in the applicable Award Document, Restricted Stock
Units will be payable, at the discretion of the Committee, in Common Stock, in
cash or other property with a value equal to the Fair Market Value of a share of
Common Stock on the date of settlement of the Restricted Stock Unit. Restricted
Stock Units shall be subject to such vesting, payment and settlement terms and
restrictions as the Committee shall impose. Restricted Stock Units may be
granted in lieu of other compensation or benefits payable to a Participant or in
settlement of previously granted Awards.

          9. STOCK OPTIONS.

          (a) FORM OF AWARD. The Committee is authorized to grant Options to
Eligible Individuals. An Option shall entitle a Participant to purchase a
specified number of shares of Common Stock during a specified time at an
exercise price determined in accordance with Section 9(b) below. The Committee
will fix the vesting and exercisability conditions applicable to all Options
which shall be set forth in the Award Document. An Option shall be effective for
such term as shall be determined by the Committee and set forth in the Award
Document relating to such Option, and the Committee may extend the term of an
Option after the time of grant; provided, however, that the term of an Option
may in no event extend beyond the tenth anniversary of the date of grant of such
Option. The Committee may also provide at or after the time of grant that a
Participant shall have the right to receive a Restoration Option upon the
exercise through the tendering of shares of Common Stock of an Option or an
option granted under another plan of the Company.

          (b) EXERCISE PRICE. The exercise price per share of Common Stock
purchasable under a Option shall be fixed by the Committee at the time of grant
or, alternatively, shall be determined by a method specified by the Committee at
the time of grant.

          (c) METHOD OF EXERCISE. Subject to the provisions of the applicable
Award Document, the exercise price of an Option may be paid in cash or shares
held at least six months
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by the relevant Participant or a combination thereof and, if the applicable
Award Document explicitly so provides, in whole or in part through the
withholding of shares subject to the Stock Option with a value equal to the
exercise price. The Committee may also establish procedures pursuant to which an
Option may be exercised through a "cashless exercise" procedure involving a
broker or dealer approved by the Committee, that affords Participants the
opportunity to sell immediately some or all of the shares underlying the
exercised portion of the Option in order to generate sufficient cash to pay the
Option exercise price and/or to satisfy withholding tax obligations related to
the Option.

          (d) INCENTIVE STOCK OPTIONS. Each Option granted pursuant to the Plan
shall be designated at the time of grant as either an Incentive Stock Option or
as a Nonqualified Stock Option. No Option granted to a consultant may be an
Incentive Stock Option. No Incentive Stock Option may be issued pursuant to the
Plan to any individual who, at the time the Option is granted, owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or any of its Subsidiaries, unless (i) the exercise price
determined as of the date of grant is at least 110% of the Fair Market Value on
the date of grant of the shares of Common Stock subject to such Option, and (ii)
the Incentive Stock Option is not exercisable more than five years from the date
of grant thereof. No Incentive Stock Option may be granted under the Plan after
the tenth anniversary of the Effective Date.

          10. STOCK APPRECIATION RIGHTS.

          (a) FORM OF AWARD. The Committee is authorized to grant SARs to
Eligible Individuals. An SAR shall entitle a Participant to receive, upon
exercise, (i) an amount in cash equal to the excess, if any, of the Fair Market
Value on the exercise date of the number of shares of Common Stock for which the
stock appreciation right is exercised, over the Fair Market Value of such number
of shares on the date of grant (or, in the case of an SAR granted in tandem with
an Option, the aggregate exercise price which the Participant would otherwise
have been required to pay under the terms of the Option in order to purchase
such shares), (ii) a number of shares of Common Stock having an aggregate Fair
Market Value, as of the date of exercise, equal to the amount determined as in
the preceding clause (i), or (iii) a combination of cash and shares having an
aggregate value equal to the amount determined as in the preceding clause (i).
An SAR may be granted on a free-standing basis or in tandem with another Award.
Notwithstanding the foregoing, the exercise price of an SAR that is a Substitute
Award may be less than the Fair Market Value of a share of Common Stock on the
date of grant.

          (b) EXERCISABILITY. The Committee shall determine at or after the time
of grant whether payments in respect of an SAR shall be in cash, shares of
Common Stock or a combination thereof. An SAR shall be exercisable at the time
or times established by the Committee at or after the time of grant.
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                                       12


          (c) TANDEM SARS. If an SAR is granted in tandem with an Option, the
SAR shall not be exercisable prior to or later than the time the related Option
could be exercised. An SAR granted in tandem with an Option may be granted
either at the same time as such Option or subsequent thereto. If granted in
tandem with an Option, an SAR shall cover the same number of shares of Common
Stock as covered by the Option (or such lesser number of shares as the Committee
may determine) and shall be exercisable only at such time or times and to the
extent the related Option shall be exercisable, and shall have the same term and
exercise price as the related Option (which, in the case of an SAR granted after
the grant of the related Option, may be less than the Fair Market Value per
share on the date of grant of the tandem SAR). Upon exercise of an SAR granted
in tandem with an Option, the related Option shall be canceled automatically to
the extent of the number of shares covered by such exercise; conversely, if the
related Option is exercised as to some or all of the shares covered by the
tandem grant, the tandem SAR shall be canceled automatically to the extent of
the number of shares covered by the Option exercise.

          11. PERFORMANCE UNITS. The Committee is authorized to grant
Performance Units to Eligible Individuals. Performance Units may be granted as
fixed or variable share- or dollar-denominated units subject to such conditions
of vesting and time of payment as the Committee may determine and as shall be
set forth in the applicable Award Document relating to such Performance Units.
Performance Units may be paid in cash, Common Stock, Awards, other property or
any combination thereof, as the Committee may determine at or after the time of
grant.

          12. DIVIDEND EQUIVALENTS. The Committee is authorized to grant
Dividend Equivalents to a Participant, entitling the Participant to receive
cash, Common Stock, Awards or other property equal in value to the dividends
paid in respect of a specified number of shares of Common Stock. Dividend
Equivalents may be awarded on a free-standing basis or in connection with
another Award. The Committee may provide that Dividend Equivalents will be paid
or distributed when accrued or will be deemed reinvested in additional shares of
Common Stock, Awards, or other investment vehicles as the Committee may specify.
Dividend Equivalents may be subject to the same terms and conditions as any
Award granted in connection therewith or to such other terms and conditions as
the Committee specifies in connection with the granting of the Dividend
Equivalents.

          13. OTHER AWARDS. The Committee is authorized to grant Other Awards in
addition to the Awards as described in Sections 6 through 12 pursuant to which
cash, Common Stock or other securities of the Company, other property or any
combination thereof is, or in the future may be, acquired by a Participant.
Other Awards may be valued in whole or in part with reference to, or otherwise
based upon or related to one or more Performance Goals, the value of a share of
Common Stock or the value of other securities of the Company, including
preferred stock, debentures, notes, convertible or exchangeable debt securities,
rights or warrants, the value of any asset or property of the Company or such
other criteria as the Committee shall
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                                       13


specify. Other Awards may consist solely of cash bonuses or supplemental cash
payments to a Participant, including without limitation, payments to permit the
Participant to pay some or all of the tax liability incurred in connection with
the vesting, exercise, payment or settlement of an Award. Other Awards may be
granted in lieu of other compensation or benefits payable to a Participant or in
settlement of previously granted Awards.

          14. PERFORMANCE AWARDS.

          (a) FORM OF AWARD. Subject to the further provisions of this Section
14, the Committee is authorized to grant Performance Awards under this Section
14 which shall provide for Target Payments to Participants for a Performance
Period upon the achievement of the Target or Targets established by the
Committee for such Performance Period. Target Payments may be made in cash,
Common Stock, Awards, other property or any combination thereof. The provisions
of this Section 14 shall be construed and administered by the Committee in a
manner which complies with the requirements under Section 162(m) of the Code
applicable to "qualified performance-based compensation."

          (b) PERFORMANCE GOALS AND TARGETS. The Performance Goals and Targets
applicable to a Performance Period shall be established by the Committee prior
to, or reasonably promptly following the inception of, a Performance Period but,
to the extent required by Section 162(m) of the Code and the regulations
thereunder, by no later than the earlier of the date that is ninety days after
the commencement of the Performance Period or the day prior to the date on which
twenty-five percent of the Performance Period has elapsed. At the time that the
Committee specifies the Performance Goals and Targets applicable to a
Performance Period, the Committee shall also specify (i) the Target Payment
payable for the Performance Period if the applicable Target or Targets are
achieved, (ii) the amount, if any, payable in excess of the Target Payment if
actual performance exceeds the Target or Targets and (iii) the amount by which
the Target Payment will be reduced if actual performance is less than the Target
or Targets established for the Performance Period. The Committee may also
establish the minimum level of performance on one or more Performance Goals for
a Performance Period below which no amounts will be payable for the Performance
Period.

          (c) ADDITIONAL PROVISIONS APPLICABLE TO PERFORMANCE PERIODS. More than
one Performance Goal may apply to a given Performance Period and the payment in
connection with a Performance Award for a given Performance Period may be made
based upon (i) the attainment of the performance Targets for only one
Performance Goal or for any one of the Performance Goals applicable to that
Performance Period or (ii) performance related to two or more Performance Goals,
whether assessed individually or in combination with each other. The Committee
may, in connection with the establishment of Performance Goals and Targets for a
Performance Period, establish a matrix setting forth the relationship between
performance on two or more Performance Goals and the amount of the Award payable
for that Performance Period.
<PAGE>

                                       14


          (d) DURATION OF THE PERFORMANCE PERIOD. The Committee shall establish
the duration of each Performance Period at the time that it sets the Performance
Goals and Targets applicable to that period. The Committee shall be authorized
to permit overlapping or consecutive Performance Periods.

          (e) CERTIFICATION. Following the completion of each Performance
Period, the Committee shall certify, in accordance with the requirements in the
regulations under Section 162(m) of the Code, whether the criteria for paying
amounts in respect of each Performance Award related to that Performance Period
have been achieved. Unless the Committee determines otherwise, no amounts
payable in respect of Performance Awards shall be paid for a Performance Period
until the Performance Period has ended and the Committee has certified the
amount of the Awards payable for the Performance Period in accordance with
Section 162(m) of the Code.

          (f) DISCRETION. The Committee is authorized at any time during or
after a Performance Period to reduce or eliminate the amount payable in respect
of a Performance Award to any Participant, for any reason, including, without
limitation, (i) in recognition of unusual or nonrecurring events affecting the
Company, any Subsidiary, or any business division or unit or the financial
statements of the Company or any Subsidiary, or in response to changes in
applicable laws, regulations, or accounting principles, (ii) to take into
account a change in the position or duties of a Participant during the
Performance Period or a change in the Participant's employment status during the
Performance Period or (iii) to take into account subjective or objective
performance factors not otherwise set forth in the Plan or applicable Award
Documents.

          (g) TIMING OF PAYMENT. Subject to Section 14(e), the amounts, if any,
payable in respect of Performance Awards for a Performance Period will generally
be paid within ninety days following the end of the applicable Performance
Period.

          (h) MAXIMUM AMOUNT PAYABLE PER PARTICIPANT UNDER THIS SECTION 14. The
maximum aggregate value of the cash and other property in settlement of a
Performance Award (prior to adjustment in accordance with Section 14(i)) payable
per Participant for any Performance Period of twelve months may not exceed
$5,000,000 (the "Performance Dollar Limit"). If the Target Payment in connection
with a Performance Award payable to a Participant for a Performance Period of
twelve months is expressed as a percentage of the Participant's base salary,
then, in addition to the limit set forth in the previous sentence, the maximum
aggregate value of the cash and other property (prior to adjustment in
accordance with Section 14(i)) payable to such Participant in respect of the
Performance Award for such Performance Period shall not exceed 200% (the "Salary
Limit") of the Participant's annual rate of base salary as of the start of the
Performance Period. If a Performance Period is greater than or less than twelve
months, the applicable Performance Dollar Limit or Salary Limit, as the case may
be, shall be determined by multiplying the applicable twelve-month limit by a
fraction, the numerator of
<PAGE>

                                       15


which is the number of whole and partial months in the Performance Period and
the denominator of which is twelve.

          (i) PAYMENT OF PERFORMANCE AWARDS IN SHARES OF COMMON STOCK. In the
event that the Company settles a Performance Award through the payment of Common
Stock that is subject to either forfeiture or transfer restrictions, the Company
may apply a reasonable discount to the then Fair Market Value of the stock in
determining the number of shares issued in settlement of such portion of the
award; provided, however, that the amount of the discount applied to the Fair
Market Value of a share of Common Stock may not exceed twenty-five percent.

          15. VESTING; FORFEITURE; TERMINATION OF EMPLOYMENT AND CHANGE IN
CONTROL. The Committee shall specify at or after the time of grant of an Award
the vesting, forfeiture and other conditions applicable to the Award and the
provisions governing the disposition of an Award in the event of a Participant's
termination of employment with the Companies. In connection with a Participant's
termination of employment, the Committee may, but is not required to, vary the
vesting, exercisability and settlement provisions of an Award relative to the
circumstances resulting in such termination of employment. The Committee shall
have the discretion to accelerate the vesting or exercisability of, eliminate
the restrictions and conditions applicable to, or extend the post-termination
exercise period of an outstanding Award. Similarly, the Committee shall have
full authority to determine the effect, if any, of a change in control of the
Company or an underwritten initial public offering of the Company's Common Stock
on the vesting, exercisability, payment or lapse of restrictions applicable to
an Award, which effect may be specified in the applicable Award Document or
determined at a subsequent time.

          16. ACCELERATION AND DEFERRAL.

          (a) ACCELERATION. The Committee may accelerate the payment or
settlement of an Award and may apply a reasonable discount to the amount
delivered to the Participant to reflect such accelerated payment or settlement.
If the Committee accelerates the payment or settlement of a Performance Award,
the amount of the discount applied to such accelerated payment or settlement
shall meet the requirements of the regulations under Section 162(m) of the Code.

          (b) DEFERRAL. In accordance with rules and procedures established by
the Committee, the Committee (i) may permit a Participant at or after the time
of grant to defer receipt of payment or settlement of some or all of an Award to
one or more dates elected by the Participant, subsequent to the date on which
such Award is payable or otherwise to be settled, or (ii) may require at or
after the time of grant that the portion of an Award in excess of an amount
specified by the Committee be mandatorily deferred until one or more dates
specified by the Committee. Amounts deferred in accordance with the preceding
sentence shall be noted in a
<PAGE>

                                       16


bookkeeping account maintained by the Company for this purpose and may
periodically be credited with notional interest or earnings in accordance with
procedures established by the Committee from time to time. Deferred amounts
shall be paid in cash, Common Stock or other property, as determined by the
Committee at or after the time of deferral, on the date or dates elected by the
Participant or, in the case of amounts which are mandatorily deferred, on the
date or dates specified by the Committee.

          17. GENERAL PROVISIONS.

          (a) NON-TRANSFERABILITY OF AWARD. Unless the Committee determines
otherwise, no Award or amount payable under, or interest in, the Plan shall be
transferable by a Participant except by will or the laws of descent and
distribution or as required by law, or otherwise be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge; PROVIDED, HOWEVER, that the Committee may, in its discretion and subject
to such terms and conditions as it shall specify, permit the transfer of an
Award for no consideration to a Participant's family members or to one or more
trusts or partnerships established in whole or in part for the benefit of one or
more of such family members (collectively, "Permitted Transferees"); and
provided further that this sentence shall not preclude a Participant from
designating a Beneficiary to receive the Participant's outstanding Award
following the death of the Participant. Any Award transferred to a Permitted
Transferee shall be further transferable only by will or the laws of descent and
distribution or, for no consideration, to another Permitted Transferee of the
Participant. The Committee, may in its discretion, permit transfers of Awards
other than those contemplated by this Section 17(a). During the lifetime of the
Participant, an Option, SAR or similar-type Other Award shall be exercisable
only by the Participant or by a Permitted Transferee to whom such Option, SAR or
Other Award has been transferred in accordance with this Section 17(a).

          (b) RIGHTS WITH RESPECT TO SHARES. A Participant shall have no rights
as a stockholder with respect to shares of Common Stock covered by an Award
until the date the Participant or his nominee becomes the holder of record of
such shares, and, except as provided in Section 12, no adjustments shall be made
for cash dividends or other distributions or other rights as to which there is a
record date preceding the date such person becomes the holder of record of such
shares.

          (c) NO RIGHT TO CONTINUED EMPLOYMENT. No Eligible Individual or
Participant shall have any claim or right to receive grants of Awards under the
Plan. Nothing in the Plan or in any Award or Award Document shall confer upon
any employee of the Company any right to continued employment with the Company
or interfere in any way with the right of the Company to terminate the
employment of any of its employees at any time, with or without cause.

          (d) CONSENT TO PLAN. By accepting any Award or other benefit under the
Plan, each Participant and each person claiming under or through him shall be
conclusively deemed to
<PAGE>

                                       17


have indicated his acceptance and ratification of, and consent to, any action
taken under the Plan by the Company, the Board or the Committee.

          (e) WAGE AND TAX WITHHOLDING. The Company or any Subsidiary is
authorized to withhold from any Award or any compensation or other payment to a
Participant amounts of withholding and other taxes due in connection with any
Award, and to take such other action as the Committee may deem necessary or
advisable to enable the Company and the Participants to satisfy obligations for
the payment of withholding taxes and other tax obligations relating to any
Award. This authority shall include authority for the Company to withhold or
receive Common Stock or other property and to make cash payments in respect
thereof in satisfaction of a Participant's tax obligations, either on a
mandatory or elective basis in the discretion of the Committee.

          (f) COMPLIANCE WITH SECURITIES LAWS. An Award may not be exercised,
and no shares of Common Stock may be issued in connection with an Award, unless
the issuance of such shares has been registered under the Securities Act of
1933, as amended, and qualified under applicable state "blue sky" laws, or the
Company has determined that an exemption from registration and from
qualification under such state "blue sky" laws is available.

          (g) AWARDS TO INDIVIDUALS SUBJECT TO NON-U.S. JURISDICTIONS. To the
extent that Awards under the Plan are awarded to individuals who are domiciled
or resident outside of the United States or to persons who are domiciled or
resident in the United States but who are subject to the tax laws of a
jurisdiction outside of the United States, the Committee may adjust the terms of
the Awards granted hereunder to such person (i) to comply with the laws of such
jurisdiction and (ii) to permit the grant of the Award not to be a taxable event
to the Participant. The authority granted under the previous sentence shall
include the discretion for the Committee to adopt, on behalf of the Company, one
or more sub-plans applicable to separate classes of Eligible Individuals who are
subject to the laws of jurisdictions outside of the United States.

          (h) UNFUNDED PLAN. The Plan is intended to constitute an "unfunded"
plan for incentive compensation. Nothing contained in the Plan (or in any Award
Documents or other documentation related thereto) shall give any Participant any
rights that are greater than those of a general creditor of the Company;
provided, however, that the Committee may authorize the creation of trusts and
deposit therein cash, shares of Common Stock, or other property or make other
arrangements, to meet the Company's obligations under the Plan. Such trusts or
other arrangements shall be consistent with the "unfunded" status of the Plan
unless the Committee determines otherwise. The trustee of such trusts may be
authorized to dispose of trust assets and reinvest the proceeds in alternative
investments, subject to such terms and conditions as the Committee may specify.

          (i) OTHER EMPLOYEE BENEFIT PLANS. Payments received by a Participant
under any Award made pursuant to the Plan shall not be included in, nor have any
effect on, the
<PAGE>

                                       18


determination of benefits under any other employee benefit plan or similar
arrangement provided by the Company, unless otherwise specifically provided for
under the terms of such plan or arrangement or by the Committee.

          (j) COMPLIANCE WITH RULE 16b-3. Notwithstanding anything contained in
the Plan or in any Award Document to the contrary, if the consummation of any
transaction under the Plan would result in the possible imposition of liability
on a Participant pursuant to Section 16(b) of the Exchange Act, the Committee
shall have the right, in its sole discretion, but shall not be obligated, to
defer such transaction or the effectiveness of such action to the extent
necessary to avoid such liability, but in no event for a period longer than six
months.

          (k) EXPENSES. The costs and expenses of administering and implementing
the Plan shall be borne by the Company.

          (l) AWARD DOCUMENT. In the event of any conflict or inconsistency
between the Plan and any Award Document, the Plan shall govern, and the Award
Document shall be interpreted to minimize or eliminate any such conflict or
inconsistency.

          18. RECAPITALIZATION OR REORGANIZATION.

          (a) AUTHORITY OF THE COMPANY AND STOCKHOLDERS. The existence of the
Plan, the Award Documents and the Awards granted hereunder shall not affect or
restrict in any way the right or power of the Company or the stockholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company's capital structure or its business, any merger or
consolidation of the Company, any issue of stock or of options, warrants or
rights to purchase stock or of bonds, debentures, preferred or prior preference
stocks whose rights are superior to or affect the Common Stock or the rights
thereof or which are convertible into or exchangeable for Common Stock, or the
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.

          (b) CHANGE IN CAPITALIZATION. Notwithstanding any provision of the
Plan or any Award Document, the number and kind of shares authorized for
issuance under Section 5(a), including the maximum number of shares available
under the special limits provided for in Section 5(d), may be equitably adjusted
in the sole discretion of the Committee in the event of a stock split, stock
dividend, recapitalization, reorganization, merger, consolidation, extraordinary
dividend, split-up, spin-off, combination, exchange of shares, warrants or
rights offering to purchase Common Stock at a price substantially below Fair
Market Value or other similar corporate event affecting the Common Stock in
order to preserve, but not increase, the benefits or potential benefits intended
to be made available under the Plan. In addition, upon the occurrence of any of
the foregoing events, the number of outstanding Awards and the number and kind
of shares subject to any outstanding Award and the purchase price per share, if
any,
<PAGE>

                                       19


under any outstanding Award may be equitably adjusted (including by payment of
cash to a Participant) in the sole discretion of the Committee in order to
preserve the benefits or potential benefits intended to be made available to
Participants granted Awards. Such adjustments shall be made by the Committee,
whose determination as to what adjustments shall be made, and the extent
thereof, shall be final. Unless otherwise determined by the Committee, such
adjusted Awards shall be subject to the same vesting schedule and restrictions
to which the underlying Award is subject. Notwithstanding the foregoing, in the
event of a stock split or reverse stock split, the appropriate proportional
adjustment to the Plan Limit, any other limits hereunder, and the number of
shares of Common Stock and purchase price per share with respect to any
outstanding Awards shall automatically be effected without the necessity of any
action by the Committee or the Board.

          19. EFFECTIVE DATE. The Plan shall become effective on the Effective
Date, subject to subsequent approval thereof by the Company's stockholders, and
shall remain in effect until it has been terminated pursuant to Section 20. If
the Plan is not approved by the stockholders at such annual meeting, the Plan
and all interests in the Plan awarded to Participants before the date of such
annual meeting shall be void ab initio and of no further force and effect.
Section 14 of the Plan and the definition of "Performance Goal" shall be
submitted to the Company's stockholders at the first stockholder meeting that
occurs in the fifth year following the year in which the Plan was last approved
by stockholders (or any earlier meeting designated by the Board), in accordance
with the requirements of Section 162(m) of the Code and the regulations
thereunder. If stockholder approval of the Plan is not obtained at any such
meeting, then no further Performance Awards shall be made under Section 14 after
the date of such annual meeting, but the remainder of the Plan shall continue in
effect until terminated in accordance with Section 20.

          20. AMENDMENT AND TERMINATION. Notwithstanding anything herein to the
contrary, the Board or the Committee may, at any time, terminate or, from time
to time, amend, modify or suspend the Plan; provided, however, that no amendment
which (i) increases the Plan Limit or increases limits set forth in Section 5(d)
(except as otherwise contemplated by the terms of the Plan as approved by
stockholders) or (ii) must be approved by shareholders pursuant to applicable
law or stock exchange requirements, shall be effective without stockholder
approval.

          21. GOVERNING LAW. The validity, construction and effect of the Plan,
any rules and regulations relating to the Plan, and any Award shall be
determined in accordance with the laws of the State of New York applicable to
contracts to be performed entirely within such state and without giving effect
to principles of conflicts of laws.