EXHIBIT 10(c)

                              BOUNDLESS CORPORATION
                               2000 INCENTIVE PLAN


                                   ARTICLE I.
                                  DEFINITIONS

          Section 1.01 Administrator means the Board and any delegate of the
Board that is appointed in accordance with Article III.

          Section 1.02. Agreement means a written agreement (including any
amendment or supplement thereto) between the Corporation and a Participant
specifying the terms and conditions of a Stock Award or Option granted to such
Participant.

          Section 1.03. Board means the Board of Directors of the Corporation.

          Section 1.04. Change in Control shall mean an event or series of
events that would be required to be described as a change in control of the
Corporation in a proxy or information statement distributed by the Corporation
pursuant to Section 14 of the Exchange Act in response to Item 6(e) of Schedule
14A promulgated thereunder or otherwise adopted. The determination whether and
when a change in control has occurred or is about to occur shall be made by the
Board in office immediately prior to the occurrence of the event or series of
events constituting such change in control.

          Section 1.05. Code means the Internal Revenue Code of 1986, and any
amendments thereto.

          Section 1.06. Common Stock means the common stock, $.01 per value, of
the Corporation.

          Section 1.07. Corporation means Boundless Corporation.

          Section 1.08. Control Change Date means the occurrence of the event or
series of events constituting a Change in Control as determined by the Board.

          Section 1.09. Exchange Act means the Securities Exchange Act of 1934,
as amended and as in effect on the date of this Plan.

          Section 1.10. Fair Market Value means, (i) if the Common Stock is
publicly traded, the closing price (or, if there is none, the average of the
closing bid and asked price) of the Common Stock, on any given day, on such
quotation system or principal securities exchange on which the Common Stock is
traded on such day, or, if the Common Stock is not so traded on such day, then
on the next preceding day that the Common Stock was traded, all as reported by
such source as the Administrator may select and (ii) if the Common Stock is not
publicly traded, as determined in the sole and absolute discretion of the
Corporation's Board.

          Section 1.11. Forfeitable Shares shall have the meaning set forth in
Section 9.04 of this Plan.

          Section 1.12. Non-Employee Director means a member of the Board who is
not an employee of the Corporation or a Related Entity.

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          Section 1.13. Option means a stock option that entitles the holder to
purchase from the Corporation a stated number of shares of Common Stock at the
price set forth in an Agreement.

          Section 1.14. Option Exchange Program shall mean a program whereby
outstanding Options are surrendered in exchange for Options with a lower
exercise price.

          Section 1.15. Participant means an employee of and non-employee
director, advisor and independent consultant to the Corporation or a Related
Entity, including an employee who is a member of the Board, who satisfies the
requirements of Article IV and is selected by the Administrator to receive a
Stock Award, an Option or a combination thereof.

          Section 1.16. Plan means the Corporation's 2000 Incentive Plan.

          Section 1.17. Related Entity means any entity that directly or
indirectly, through one or more intermediaries, controls, or is controlled by,
or is under common control with, the Corporation.

          Section 1.18. Stock Award means Common Stock awarded to a Participant
under Article IX.

          Section 1.19. Stockholders means the stockholders of the Corporation.

                                  ARTICLE II.
                                   PURPOSES

          Section 2.01. General. The Plan is intended to assist the Corporation
and Related Entities (i) in recruiting and retaining employees, directors,
officers, consultants and advisors, and in compensating such individuals by
enabling such individuals to participate in the future success of the
Corporation and the Related Entities and (ii) to associate their interests with
those of the Corporation and its Stockholders. The Plan is intended to permit
the grant of Stock Awards and the grant of non-qualified Options. In the event
this Plan is approved by the Stockholders in accordance with Article XV hereof,
Options qualifying under Section 422 of the Code ("incentive stock options"), as
determined by the Administrator at the time of grant, may also be granted. The
terms in this Plan relating to incentive stock options shall not be effective or
applicable unless and until such Stockholder approval is obtained. No Option
that is intended to be an incentive stock option shall be invalid for failure to
qualify as an incentive stock option. The proceeds received by the Corporation
from the sale of Common Stock pursuant to this Plan shall be used for general
corporate purposes.

          Section 2.02. Payment of Salaries or Fees in Securities. A Participant
may elect to receive all or a portion of his or her salary or fees from the
Corporation in the form of cash, Options or Stock Awards or a combination
thereof, as determined by the Administrator. Such Options and Stock Awards shall
be issued under the Plan. The number of Options and Stock Awards to be granted
to Participants in lieu of salary and fees that would otherwise be paid in cash
shall be calculated in a manner determined by the Administrator. The terms of
such Options or Stock Awards shall also be determined by the Administrator. Any
reference in this Plan to a "grant" or "award" of Options or Stock Awards shall
include the issuance for consideration of Options or Stock Awards as
contemplated in this Section 2.02.

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                                  ARTICLE III.
                                 ADMINISTRATION

          The Plan shall be administered by the Administrator. The Administrator
shall have authority to grant Stock Awards and Options upon such terms (not
inconsistent with the provisions of this Plan) as the Administrator may consider
appropriate. Such terms may include conditions (in addition to those contained
in this Plan) on the exercisability of all or any part of an Option or on the
transferability or forfeitability of a Stock Award, including by way of example
and not limitation, conditions on which Participants may defer receipt of
benefits under the Plan, requirements that the Participant complete a specified
period of employment with or service to the Corporation or a Related Entity,
that the Corporation achieve a specified level of financial performance or that
the Corporation achieve a specified level of financial return. Notwithstanding
any such conditions, the Administrator may, in its discretion, accelerate the
time at which any Option may be exercised, or the time at which a Stock Award
may become transferable or nonforfeitable. In addition, the Administrator shall
have complete authority to determine Fair Market Value, to interpret all
provisions of this Plan, to institute an Option Exchange Program, to prescribe
the form of Agreements, to adopt, amend, and rescind rules and regulations
pertaining to the administration of the Plan and to make all other
determinations necessary or advisable for the administration of this Plan. The
express grant in the Plan of any specific power to the Administrator shall not
be construed as limiting any power or authority of the Administrator. Any
decision made, or action taken, by the Administrator or in connection with the
administration of this Plan shall be final and conclusive. Neither the
Administrator nor any member of the Board shall be liable for any act done in
good faith with respect to this Plan or any Agreement, Option or Stock Award.
All expenses of administering this Plan shall be borne by the Corporation.

          The Board, in its discretion, may appoint a committee of the Board and
delegate to such committee all or part of the Board's authority and duties with
respect to the Plan. The Board may revoke or amend the terms of a delegation at
any time but such action shall not invalidate any prior actions of the Board's
delegate or delegates that were consistent with the terms of the Plan.

                                   ARTICLE IV.
                                   ELIGIBILITY

          Section 4.01. General. Any employee, director, officer, consultant or
advisor to the Corporation or a Related Entity (including a corporation that
becomes a Related Entity after the adoption of this Plan) is eligible to
participate in this Plan if the Administrator, in its sole discretion,
determines that such person has contributed significantly or can be expected to
contribute significantly to the profits or growth of the Corporation or a
Related Entity. Directors of the Corporation or a Related Entity may be selected
to participate in this Plan.

          Section 4.02. Grants. The Administrator will designate individuals to
whom Stock Awards and Options are to be granted and will specify the number of
shares of Common Stock subject to each award or grant. All Stock Awards and
Options granted under this Plan shall be evidenced by Agreements which shall be
subject to the applicable provisions of this Plan and to such other provisions
as the Administrator may adopt. No Participant may be granted incentive stock
options (under all incentive stock option plans of the Corporation and any
Related Entity) which are first exercisable in any calendar year for stock
having an aggregate Fair Market Value (determined as of the date an Option is
granted) that exceed the limitation prescribed by Code section 422(d). The
preceding annual limitation shall not apply with respect to Options that are not
incentive stock options.


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                                   ARTICLE V.
                              STOCK SUBJECT TO PLAN

          Section 5.01. Shares Issued. Upon the award of shares of Common Stock
pursuant to a Stock Award, the Corporation may issue shares of Common Stock from
its authorized but unissued Common Stock or reacquired Common Stock. Upon the
exercise of any Option, the Corporation may deliver to the Participant (or the
Participant's broker if the Participant so directs), shares of Common Stock from
its authorized but unissued Common Stock or reacquired Common Stock.

          Section 5.02. Aggregate Limit. The maximum aggregate number of shares
of Common Stock that may be issued under this Plan shall not exceed 1,000,000
shares. So long as this Plan has not been approved by the Stockholders holding a
majority of the outstanding Common Stock and the Common Stock is listed on the
American Stock Exchange, Nasdaq, or any other exchange, the Administrator may
not authorize the issuance under this Plan of more than 5% of the then
outstanding Common Stock in any calendar year or of more than 10% of the then
outstanding Common Stock in any five-year period or of any Options or Stock
Awards the effect of which would be to cause the Corporation to exceed the
limits set forth in Section 711(b)(ii) (Options to Officers, Directors or Key
Employees) of the rules of the American Stock Exchange or any similar rule of
any exchange on which the Corporation's Common Stock may then be trading.

          Section 5.03. Reallocation of Shares. If an Option is terminated, in
whole or in part, for any reason other than its exercise, or if a Stock Award is
forfeited in whole or in part, the number of shares of Common Stock allocated to
the Option or Stock Award or portion thereof may be reallocated to other Options
and Stock Awards to be granted under this Plan. Such reallocated shares shall
not be included in calculating the percentages set forth in Section 5.02.

                                  ARTICLE VI.
                              OPTION EXERCISE PRICE

          The price per share for Common Stock purchased on the exercise of an
Option shall be determined by the Administrator on the date of grant; provided,
however, that the price per share for Common Stock purchased on the exercise of
an Option that is an incentive stock option shall not be less than the Fair
Market Value on the date the Option is granted.

                                  ARTICLE VII.
                               EXERCISE OF OPTIONS

          Section 7.01. Maximum Option Period. The maximum period in which an
Option may be exercised shall be determined by the Administrator on the date of
grant, except that no Option that is an incentive stock option shall be
exercisable after the expiration of ten years from the date such Option was
granted. The terms of any Option that is an incentive stock option may provide
that it is exercisable for a period less than such maximum period.

          Section 7.02. Nontransferability. Any Option granted under this Plan
shall be nontransferable except by will or by the laws of descent and
distribution or with the written consent of the Administrator. In the event of
any such transfer, the entire Option must be transferred to the same person or
person(s). During the lifetime of the Participant to whom the Option is granted,
the Option may be exercised only by the Participant or his transferee if such
transfer is approved by the Administrator. No right or interest of a Participant
in any Option shall be liable for, or subject to, any lien, obligation, or
liability of such Participant.


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          Section 7.03. Employee Status. For purposes of determining the
applicability of Section 422 of the Code (relating to incentive stock options),
or in the event that the terms of any Option provide that it may be exercised
only during employment or within a specified period of time after termination of
employment, the Administrator may decide to what extent leaves of absence for
governmental or military service, illness, temporary disability, or other
reasons shall not be deemed interruptions of continuous employment.

          Section 7.04. Change in Control. If not sooner exercisable under the
terms of the applicable Agreement, a Participant's Option shall be fully
exercisable (i) as of his termination of employment if his employment terminates
after a Control Change Date and he is terminated without cause or (ii) as of the
date that there is a material reduction in the Participant's compensation or
duties if such reduction occurs after a Control Change Date. For purposes of the
preceding sentence the term "cause" means a willful neglect of responsibilities
to the Corporation or a Related Entity.

                                 ARTICLE VIII.
                               METHOD OF EXERCISE

          Section 8.01. Exercise. Subject to the provisions of Articles VII and
XI, an Option may be exercised in whole at any time or in part from time to time
at such times and in compliance with such requirements as the Administrator
shall determine. An Option granted under this Plan may be exercised with respect
to any number of whole shares less than the full number for which the Option
could be exercised. A partial exercise of an Option shall not affect the right
to exercise the Option from time to time in accordance with this Plan and the
applicable Agreement with respect to the remaining shares subject to the Option.

          Section 8.02. Payment. Unless otherwise provided by the Agreement,
payment of the Option exercise price shall be made in cash. If the Agreement
provides, or in the discretion of the Board, payment of all or part of the
Option price may be made by surrendering shares of Common Stock to the
Corporation, including by allowing the Corporation to deduct from the number of
shares of Common Stock deliverable upon exercise of the Option, a number of such
shares which has an aggregate Fair Market Value, determined as of the day
preceding the date of exercise of the Option, equal to the aggregate Option
exercise price. If Common Stock is used to pay all or part of the Option price,
the shares surrendered must have a Fair Market Value (determined as of the day
preceding the date of exercise) that is not less than such price or part
thereof. Section 8.03. Installment Payment. If the Agreement provides, and if
the Participant is employed by the Corporation on the date the Option is
exercised, payment of all or part of the Option price may be made in
installments. In that event the Corporation may, if so determined by the
Administrator, lend the Participant an amount equal to not more than 90% of the
Option price of the shares acquired by the exercise of the Option. This amount
shall be evidenced by the Participant's promissory note and shall be payable in
not more than five equal annual installments, unless the amount of the loan
exceeds the maximum loan value for the shares purchased, which value shall be
established from time to time in the sole and exclusive discretion of the Board.
In that event, the note shall be payable in equal quarterly installments over a
period of time not to exceed five years.

          The Participant shall pay interest on the unpaid balance at the
minimum rate necessary to avoid imputed interest or original issue discount
under the Code. All shares acquired with cash borrowed from the Corporation
shall be pledged to the Corporation as security for the repayment thereof. In
the discretion of the Administrator, shares of stock may be released from such
pledge proportionately as payments on the note (together with interest) are
made. While shares are so pledged, and so long as there has been no default in
the installment payments, such shares shall remain registered in the name of the
Participant, and the Participant shall have the right to vote such shares and to
receive all dividends thereon.


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          Section 8.04. Shareholder Rights. No Participant shall have any rights
as a stockholder with respect to shares subject to an Option until the date of
exercise of such Option.

                                   ARTICLE IX.
                                  STOCK AWARDS

          Section 9.01. Awards. In accordance with the provisions of Article IV,
the Administrator will designate each individual to whom a Stock Award is to be
made and will specify the number of shares of Common Stock covered by such
awards.

          Section 9.02. Vesting. The Administrator, on the date of the award,
may prescribe that a Participant's rights in the Stock Award shall be
forfeitable or otherwise restricted for a period of time set forth in the
Agreement. By way of example and not of limitation, the restrictions may
postpone transferability of the shares or may provide that the shares will be
forfeited if the Participant separates from the service of the Corporation and
its Related Entities before the expiration of a stated term or if the
Corporation and its Related Entities or the Participant fails to achieve stated
objectives.

          Section 9.03. Change in Control. Section 9.02 to the contrary
notwithstanding, after a Control Change Date each Stock Award will become
transferable and nonforfeitable in accordance with the terms of the applicable
Agreement. If not sooner transferable and nonforfeitable under the terms of the
applicable Agreement, a Participant's interest in a Stock Award shall be
transferable and nonforfeitable (i) as of his termination of employment if his
employment terminates after a Control Change Date and he is terminated without
cause or (ii) as of the date that there is a material reduction in the
Participant's compensation or duties if such reduction occurs after a Control
Change Date. For purposes of the preceding sentence the term "cause" means a
willful neglect of responsibilities to the Corporation or a Related Entity.

          Section 9.04. Stockholder Rights. If all or any portion of a Stock
Award is forfeitable pursuant to the Agreement, at all times prior to a
forfeiture thereof, a Participant will have all rights of a Stockholder with
respect to forfeitable shares of the Stock Award (the "Forfeitable Shares"),
including the right to receive dividends and vote the Forfeitable Shares;
provided, however, that (i) a Participant may not sell, transfer, pledge,
exchange, hypothecate, or otherwise dispose of the Forfeitable Shares, (ii) the
Corporation shall retain custody of the certificates evidencing the Forfeitable
Shares, and (iii) the Participant will deliver to the Corporation a stock power,
endorsed in blank, with respect to the Forfeitable Shares. The limitations set
forth in the preceding sentence shall not apply after the Forfeitable Shares are
no longer forfeitable.

                                   ARTICLE X.
                     ADJUSTMENT UPON CHANGE IN COMMON STOCK

          The maximum number of shares as to which Options may be granted under
this Plan shall be proportionately adjusted, and the terms of outstanding Stock
Awards and Options shall be adjusted, as the Board shall determine to be
equitably required in the event that (a) the Corporation (i) effects one or more
stock dividends, stock split-ups, subdivisions or consolidations of shares or
(ii) engages in a transaction to which Section 424 of the Code applies or (b)
there occurs any other event which, in the judgment of the Board necessitates
such action. Any determination made under this Article X by the Board shall be
final and conclusive.

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          The issuance by the Corporation of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property,
or for labor or services, either upon direct sale or upon the exercise of rights
or warrants to subscribe therefor, or upon conversion of shares or obligations
of the Corporation convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to,
outstanding Stock Awards or Options.

          The Board may make Stock Awards and may grant Options in substitution
for performance shares, phantom shares, stock awards, stock options, stock
appreciation rights, or similar awards held by an individual who becomes an
employee of the Corporation or a Related Entity in connection with a transaction
described in clause (ii) of the first paragraph of this Article X.
Notwithstanding any provision of the Plan (other than the limitation of Article
V), the terms of such substituted Stock Award(s) or Option grant(s) shall be as
the Board, in its discretion, determines is appropriate.

                                  ARTICLE XI.
                             COMPLIANCE WITH LAW AND
                          APPROVAL OF REGULATORY BODIES

          No Option shall be exercisable, no Common Stock shall be issued, no
certificates for shares of Common Stock shall be delivered, and no payment shall
be made under this Plan except in compliance with all applicable federal and
state laws and regulations (including, without limitation, withholding tax
requirements), any listing agreement to which the Corporation is a party, and
the rules of all domestic stock exchanges on which the Corporation's shares may
be listed. The Corporation shall have the right to rely on an opinion of its
counsel as to such compliance. Any share certificate issued to evidence Common
Stock when a Stock Award is granted or for which an Option is exercised may bear
such legends and statements as the Administrator may deem advisable to assure
compliance with federal and state laws and regulations. No Common Stock shall be
issued, no certificate for shares shall be delivered and no payment shall be
made under this Plan until the Corporation has obtained such consent or approval
as the Administrator may deem advisable from regulatory bodies having
jurisdiction over such matters.

                                  ARTICLE XII.
                               GENERAL PROVISIONS

          Section 12.01. Effect on Employment. Neither the adoption of this
Plan, its operation, nor any documents describing or referring to this Plan (or
any part thereof) shall confer upon any individual any right to continue in the
employ or service of the Corporation or a Related Entity or in any way affect
any right and power of the Corporation or a Related Entity to terminate the
employment or service of any individual at any time with or without assigning a
reason therefor.

          Section 12.02. Disposition of Stock. A Participant shall notify the
Administrator of any sale or other disposition of Common Stock acquired pursuant
to an Option that was an incentive stock option if such sale or disposition
occurs (i) within two years of the grant of an Option or (ii) within one year of
the issuance of the Common Stock to the Participant. Such notice shall be in
writing and directed to the Secretary of the Corporation.

          Section 12.03. Rules of Construction. Headings are given to the
articles and sections of this Plan solely as a convenience to facilitate
reference. The reference to any statute, regulation, or other provision of law
shall be construed to refer to any amendment to or successor of such provision
of law.


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          Section 12.04. Limitation on Awards. Notwithstanding any other
provision of the Plan, if any award under this Plan, either alone or together
with payments that a Participant has the right to receive from the Corporation
or a Related Entity, would constitute a "parachute payment" (as defined in
section 280G of the Code), all such payments shall be reduced to the largest
amount that will result in no portion being subject to the excise tax imposed by
section 4999 of the Code.

                                  ARTICLE XIII.
                                    AMENDMENT

          The Board may amend or terminate this Plan from time to time;
provided, however, that no amendment shall, without a Participant's consent,
adversely affect any rights of such Participant under any Stock Award or Option
outstanding at the time such amendment is made.

                                  ARTICLE XIV.
                                DURATION OF PLAN

          No Stock Award or Option may be granted under this Plan more than ten
years after the date the Plan is adopted by the Board.

                                  ARTICLE XV.
                             EFFECTIVE DATE OF PLAN

          Stock Awards and Options may be granted under this Plan upon its
adoption by the Board, provided that no incentive stock option may be granted
unless this Plan is approved by a majority of the votes entitled to be cast by
the Stockholders, voting either in person or by proxy, at a duly held
Stockholders' meeting or by the consent of stockholders owning more than 50% of
shares of the Common Stock within twelve months of such adoption.


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