HIGH SPEED NET SOLUTIONS, INC.

                          2000 EQUITY COMPENSATION PLAN


                         ARTICLE I - GENERAL PROVISIONS

         1.1 The Plan is  designed  for the benefit of the Company to secure and
retain the services of Eligible  Participants.  The Board believes the Plan will
promote and  increase  personal  interests in the welfare of the Company by, and
provide  incentive  to,  those who are  primarily  responsible  not only for its
regular operations but also for shaping and carrying out the long-range plans of
the Company and ordering its continued growth and financial success.

         1.2 Awards  under the Plan may be made to  Participants  in the form of
(i) Incentive  Stock  Options;  (ii)  Nonqualified  Stock  Options;  (iii) Stock
Appreciation  Rights;  (iv) Restricted  Stock;  (v) Deferred  Stock;  (vi) Stock
Awards;  (vii) Performance Shares; and (viii) Other Stock-Based Awards and other
forms of equity-based compensation as may be provided and are permissible.

         1.3 The Plan shall be  effective  January  31st,  2000 (the  "Effective
Date"). Notwithstanding any other provision of this Plan, any Award granted to a
Participant  prior  to  approval  of  the  shareholders  of the  Company  at the
Company's  2000 Annual  Meeting  shall be  conditioned  upon and subject to such
approval.

                            ARTICLE II - DEFINITIONS

         Except where the context otherwise indicates, the following definitions
apply:

         2.1 "Act" means the  Securities  Exchange Act of 1934, as now in effect
or as  hereafter  amended.  All  citations  to  sections  of the  Act  or  rules
thereunder  are to such  sections  or rules  as they  may  from  time to time be
amended or renumbered.

         2.2 "Agreement" means the written agreement between the Company and the
Participant evidencing each Award granted to a Participant under the Plan.

         2.3 "Award" means an award granted to a Participant under the Plan of a
Stock Option, Stock Appreciation Rights or of Restricted Stock,  Deferred Stock,
Stock Awards, Performance Shares, Other Stock-Based Awards or of any combination
of the foregoing.

         2.4 "Board"  means the  Board of Directors of High Speed Net Solutions,
 Inc.
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         2.5 "Code" means the Internal Revenue Code of 1986, as now in effect or
as hereafter amended. All citations to sections of the Code are to such sections
as they may from time to time be amended or renumbered.

         2.6 "Committee"  means the Compensation  Committee of the Board or such
other  committee  consisting  of two or more  members as may be appointed by the
Board to administer this Plan pursuant to Article III.

         2.7  "Company"  means  High  Speed  Net  Solutions,   Inc.,  a  Florida
corporation,  and its successors and assigns.  The term "Company"  shall include
any company during any period that it is a "parent corporation" or a "subsidiary
corporation"  of the Company  within the meaning of Code  section  424(d).  With
respect  to all  purposes  of the  Plan,  including,  but not  limited  to,  the
establishment, amendment, termination, operation and administration of the Plan,
High Speed Net Solutions, Inc. shall be authorized to act on behalf of all other
entities included within the definition of "Company."

         2.8  "Deferred  Stock" means the stock  awarded under Article IX of the
 Plan.

         2.9  "Disability,"  with respect to any Incentive  Stock Option,  means
disability as determined  under section  22(e)(3) of the Code, and, with respect
to any other Award,  means (i) with respect to a Participant  who is eligible to
participate in the Company's program of long-term disability insurance,  if any,
a  condition  with  respect to which the  Participant  is  entitled  to commence
benefits  under such program of long-term  disability  insurance,  and (ii) with
respect  to  any  Participant  (including  a  Participant  who  is  eligible  to
participate in the Company's program of long-term disability insurance, if any),
a disability as determined under  procedures  established by the Committee or in
any Award.

         2.10 "Eligible  Participant"  means an active full-time employee of the
Company (including officers),  as shall be determined by the Committee,  as well
as any other person,  including members of the Board and consultants who provide
services to the Company,  subject to limitations as may be provided by the Code,
the Act or the Committee, as shall be determined by the Committee.

         2.11 "Fair  Market  Value"  means the fair  market  value of a share of
Stock, as determined in good faith by the Committee; provided, however, that

                  (a) if the Stock is listed on a national securities  exchange,
         Fair Market  Value on a date shall be the closing  sale price  reported
         for the Stock on such  exchange  on such date if at least 100 shares of
         Stock were sold on such date or, if fewer than 100 shares of stock were
         sold on such  date,  then Fair  Market  Value on such date shall be the
         closing sale price  reported for the Stock on such exchange on the last
         prior date on which at least 100 shares  were sold,  all as reported in
         THE WALL STREET  JOURNAL or such other  source as the  Committee  deems
         reliable; and

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                  (b) if  the  Stock  is not  listed  on a  national  securities
         exchange but is admitted to quotation  on the National  Association  of
         Securities  Dealers  Automated  Quotation  System  or other  comparable
         quotation  system,  Fair Market  Value on a date shall be the last sale
         price  reported  for the Stock on such  system on such date if at least
         100 shares of Stock were sold on such date or, if fewer than 100 shares
         of Stock were sold on such date,  then Fair  Market  Value on such date
         shall be the average of the high bid and low asked prices  reported for
         the Stock on such  system  on such date or, if no shares of Stock  were
         sold on such  date,  then Fair  Market  Value on such date shall be the
         last sale price  reported for the Stock on such system on the last date
         on which at least 100 shares of Stock were sold, all as reported in THE
         WALL  STREET  JOURNAL  or such  other  source  as the  Committee  deems
         reliable; and

                  (c) If  the  Stock  is not  traded  on a  national  securities
         exchange  or  reported  by  a  national   quotation   system,   if  any
         broker-dealer  makes a market for the Stock, then the Fair Market Value
         of the Stock on a date shall be the  average of the  highest and lowest
         quoted  selling  prices of the Stock in such  market on such date if at
         least 100  shares of Stock were sold on such date or, if fewer than 100
         shares of Stock were sold on such date,  then Fair Market Value on such
         date shall be the average of the high bid and low asked  prices for the
         Stock in such  market on such date or, if no prices  are quoted on such
         date,  then Fair Market  Value on such date shall be the average of the
         highest and lowest quoted selling prices of the Stock in such market on
         the last date on which at least 100 shares of Stock were sold.

         2.12  Incentive  Stock  Option"  means  a  Stock  Option  granted to an
Eligible Participant under Article IV of the Plan.

         2.13  "Nonqualified  Stock  Option"  means a Stock Option granted to an
 Eligible Participant under Article V of the Plan.

         2.14 "Nontandem Stock Appreciation  Right" means any Stock Appreciation
Right  granted  pursuant  to Article VI of the Plan in a manner not related to a
grant of a Stock Option.

         2.15 "Option Grant Date" means, as to any Stock Option, the latest of:

              (a)   the date on which the Committee takes action to grant the
         Stock Option to the Participant;

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              (b)   the date the Participant receiving the Stock Option  becomes

         an  employee  of the  Company,  to the  extent  employment  status is a
         condition of the grant or a requirement of the Code or the Act; or

              (c)   such other  date (later than the dates  described in (a) and
         (b) above) as the Committee may designate.

         2.16 "Participant"  means an Eligible  Participant to whom an Award has
been granted and who has entered into an Agreement evidencing the Award.

         2.17  "Performance Shares" means shares of Stock that are subject to an
 Award pursuant to Article XI of the Plan.

         2.18  "Plan"  means  the  High  Speed  Net  Solutions, Inc. 1999 Equity
Compensation Plan, as amended from time to time.

         2.19  "Restricted  Stock" means an Award of Stock under Article VIII of
the Plan,  which  Stock is issued with the  restriction  that the holder may not
sell, transfer, pledge, or assign such Stock and with such other restrictions as
the Committee, in its sole discretion, may impose, including without limitation,
any  restriction  on the right to vote such Stock,  and the right to receive any
cash dividends,  which  restrictions  may lapse  separately or in combination at
such time or times,  in  installments  or  otherwise,  as the Committee may deem
appropriate.

         2.20  "Restriction  Period" means the period  commencing on the date an
Award of  Restricted  Stock is granted and ending on such date as the  Committee
shall determine.

         2.21   "Retirement"  means  retirement  from active employment with the
 Company, as determined by the Committee.

         2.22   "Stock"  means  the  common  stock  of High Speed Net Solutions,
Inc., as may be adjusted pursuant to the provisions of Plan Section 3.10.

         2.23 "Stock  Appreciation  Right" means a Stock Right,  as described in
Article VI of this Plan,  which  provides for an amount  payable in Stock and/or
cash,  as determined  by the  Committee,  equal to the excess of the Fair Market
Value of a share of Stock on the day the Stock Right is exercised over the price
at which the  Participant  could exercise a related Stock Option to purchase the
share of Stock.

         2.24  "Stock  Appreciation  Right  Fair  Market  Value"  means  a value
established by the Committee for the exercise of a Stock Appreciation Right or a
Limited Stock Appreciation Right.

         2.25  "Stock  Award"  means  an  Award  of  Stock granted in payment of
compensation, as provided in Article X of the Plan.

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         2.26 "Stock  Option" means an Incentive  Stock Option or a Nonqualified
Stock Option. Stock Options granted under the Plan shall be designated as either
Incentive  Stock Options or  Nonqualified  Stock Options,  and in the absence of
such designation shall be treated as Nonqualified Stock Options.

         2.27 "Stock  Right"  means  an  Award under Article VI of the Plan.  A
Stock Right may be either a Tandem Stock Appreciation Right or a Nontandem Stock
Appreciation Right.

         2.28 "Tandem  Stock  Appreciation  Right" means any Stock  Appreciation
Right granted pursuant to Article VI of the Plan in conjunction with all or part
of any Stock Option granted under the Plan pursuant to a Stock Option  agreement
which states that the  Participant  may, in lieu of exercising the Stock Option,
surrender  the Stock  Option and  receive  shares of Stock equal in value to the
Stock Appreciation Right.

         2.29 "Termination of Employment" means the discontinuance of employment
of a  Participant  with the Company for any reason or, if the  Participant  is a
non-employee   member  of  the  Board,  the  termination  of  the  Participant's
directorship,  or,  if the  Participant  is a  consultant  to the  Company,  the
termination of the Participant's relationship as a consultant. The determination
of whether a Participant has incurred a Termination of Employment  shall be made
by the Committee in its  discretion.  In  determining  whether a Termination  of
Employment has occurred,  the Committee may provide that service as a consultant
or service  with a business  enterprise  in which the Company has a  significant
ownership interest shall be treated as employment with the Company. With respect
to any  Incentive  Stock Option,  employment  shall be  interpreted  in a manner
consistent  with section 422 of the Code. A  Participant  shall not be deemed to
have incurred a Termination  of  Employment  if the  Participant  is on military
leave,  sick leave, or other bona fide leave of absence  approved by the Company
of 90 days or fewer  (or any  longer  period  during  which the  Participant  is
guaranteed  reemployment  by statute or contract.) In the event a  Participant's
leave of  absence  exceeds  this  period,  he will be deemed to have  incurred a
Termination  of  Employment on the day  following  the  expiration  date of such
period.

                          ARTICLE III - ADMINISTRATION

         3.1 This Plan shall be administered by the Committee. The Committee, in
its discretion, may delegate to one or more of its members such of its powers as
it deems  appropriate.  The Committee  also may limit the power of any member to
the extent  necessary  to comply  with rule 16b-3  under the Act,  Code  section
162(m) or any other law or for any other purpose. Members of the Committee shall
be appointed  originally,  and as vacancies occur, by the Board, to serve at the
pleasure of the Board. The Board may serve as the Committee,  if by the terms of
the Plan all Board members are otherwise eligible to serve on the Committee.

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         3.2 The Committee shall meet at such times and places as it determines.
A majority of its  members  shall  constitute  a quorum,  and the  decision of a
majority  of those  present at any  meeting  at which a quorum is present  shall
constitute  the decision of the  Committee.  A  memorandum  signed by all of its
members shall  constitute the decision of the Committee  without  necessity,  in
such event, for holding an actual meeting.

         3.3 The Committee shall have the exclusive right to interpret, construe
and  administer  the Plan,  to select the persons who are eligible to receive an
Award, and to act in all matters  pertaining to the granting of an Award and the
contents of the Agreement  evidencing the Award,  including without  limitation,
the determination of the number of Stock Options,  Stock Rights, shares of Stock
or Performance  Shares subject to an Award and the form,  terms,  conditions and
duration of each Award, and any amendment thereof consistent with the provisions
of the Plan.  All acts,  determinations  and decisions of the Committee  made or
taken  pursuant  to grants of  authority  under the Plan or with  respect to any
questions arising in connection with the  administration  and  interpretation of
the Plan,  including the severability of any and all of the provisions  thereof,
shall  be  conclusive,  final  and  binding  upon  all  Participants,   Eligible
Participants and their estates and beneficiaries.

         3.4 The Committee may adopt such rules,  regulations  and procedures of
general   application  for  the   administration  of  this  Plan,  as  it  deems
appropriate.

         3.5  Subject to  adjustment  as  provided  in Plan  Section  3.10,  the
aggregate number of shares of Stock which are available for issuance pursuant to
Awards  under the Plan shall be Two Million  (2,000,000)  shares of Stock.  Such
shares of Stock shall be made available from authorized and unissued shares. If,
for any reason,  any shares of Stock  awarded or subject to  purchase  under the
Plan are not  delivered or  purchased,  or are  reacquired  by the Company,  for
reasons  including,  but not limited to, a  forfeiture  of  Restricted  Stock or
termination,  expiration or cancellation of a Stock Option, such shares of Stock
shall not be charged  against the aggregate  number of shares of Stock available
for issuance  pursuant to Awards under the Plan and shall again be available for
issuance  pursuant  to Award  under  the  Plan.  If the  exercise  price  and/or
withholding  obligation under a Stock Option is satisfied by tendering shares of
Stock to the Company (either by actual delivery or attestation), only the number
of shares of Stock issued net of the share of Stock so tendered  shall be deemed
delivered  for  purposes of  determining  the maximum  number of shares of Stock
available for issuance under the Plan.

         3.6 Each Award  granted  under the Plan shall be evidenced by a written
Award Agreement.  Each Award Agreement shall be subject to and  incorporate,  by
reference or otherwise, the applicable terms and conditions of the Plan, and any
other terms and conditions, not inconsistent with the Plan, as may be imposed by
the Committee.

         3.7  The  Company  shall  not  be  required  to  issue  or  deliver any
certificates for shares of Stock prior to:

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                  (a) the listing of such shares on any stock exchange on which
         the Stock may then be listed; and

                  (b) the completion of any  registration  or  qualification  of
         such  shares of Stock  under any federal or state law, or any ruling or
         regulation  of any  government  body which the  Company  shall,  in its
         discretion, determine to be necessary or advisable.

The Company will from time to time, as is necessary to  accomplish  the purposes
of this Plan, seek to obtain from any regulatory agency having  jurisdiction any
requisite  authority in order to issue and sell shares of Stock  hereunder.  The
inability  of  the  Company  to  obtain  from  any   regulatory   agency  having
jurisdiction  the authority  deemed by the Company's  counsel to be necessary to
the lawful  issuance and sale of any shares of the Stock hereunder shall relieve
the Company of any liability in respect of the  nonissuance or sale of the Stock
as to which the requisite authority shall not have been obtained.

         3.8 All certificates for shares of Stock delivered under the Plan shall
also be  subject to such  stop-transfer  orders  and other  restrictions  as the
Committee  may  deem  advisable   under  the  rules,   regulations,   and  other
requirements of the Securities and Exchange Commission,  any stock exchange upon
which the Stock is then listed and any applicable federal or state laws, and the
Committee may cause a legend or legends to be placed on any such certificates to
make appropriate  reference to such restrictions.  In making such determination,
the Committee may rely upon an opinion of counsel for the Company.

         3.9 Subject to the  restrictions  on Restricted  Stock,  as provided in
Article  VIII of the Plan and in the  Restricted  Stock  Award  Agreement,  each
Participant  who  receives  an Award of  Restricted  Stock shall have all of the
rights of a  shareholder  with  respect to such shares of Stock,  including  the
right to vote the shares to the  extent,  if any,  such  shares  possess  voting
rights  and  receive  dividends  and other  distributions.  Except  as  provided
otherwise in the Plan or in an Award Agreement,  no Participant  awarded a Stock
Option, Stock Right, Deferred Stock, Stock Award or Performance Share shall have
any right as a shareholder with respect to any shares of Stock covered by his or
her Stock Option, Stock Right,  Deferred Stock, Stock Award or Performance Share
prior to the date of issuance to him or her of a certificate or certificates for
such shares of Stock.

         3.10 If any reorganization,  recapitalization,  reclassification, stock
split,  stock  dividend,   or  consolidation  of  shares  of  Stock,  merger  or
consolidation  or  separation,  including a spin-off,  of the Company or sale or
other  disposition  by the Company of all or a portion of its assets,  any other
change in the Company's corporate structure, or any distribution to shareholders
other than a cash dividend  results in the  outstanding  shares of Stock, or any
securities  exchanged therefor or received in their place, being exchanged for a

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different number or class of shares of Stock or other securities of the Company,
or for shares of Stock or other  securities  of any other  corporation;  or new,
different  or  additional  shares or other  securities  of the Company or of any
other corporation being received by the holders of outstanding  shares of Stock,
then the Committee may make equitable adjustments in:

                  (a)  the limitation on the aggregate number of shares of Stock
         that may be awarded as set forth in Plan Section 3.5;

                  (b)  the  number of  shares  and  class  of  Stock that may be
         subject  to an Award,  and which  have not been  issued or  transferred
         under an outstanding Award;

                  (c)  the  purchase  price  to be paid per share of Stock under
         outstanding Stock Options; and

                  (d)      the terms,  conditions or  restrictions  of any Award
         and Award Agreement, including the price payable for the acquisition of
         Stock;

provided,  however,  that all adjustments made as the result of the foregoing in
respect of each  Incentive  Stock Option shall be made so that such Stock Option
shall  continue  to be an  incentive  stock  option  within the  meaning of Code
section 422, unless the Committee takes  affirmative  action to treat such Stock
Option instead as a Nonqualified Stock Option.

         3.11 In addition to such other  rights of  indemnification  as they may
have as directors or as members of the  Committee,  the members of the Committee
shall be  indemnified  by the Company  against  reasonable  expenses,  including
attorney's  fees,  actually  and  necessarily  incurred in  connection  with the
defense of any action,  suit or  proceeding,  or in  connection  with any appeal
therein,  to which  they or any of them may be a party by reason  of any  action
taken or  failure  to act  under  or in  connection  with the Plan or any  Award
granted thereunder,  and against all amounts paid by them in settlement thereof,
provided such  settlement is approved by independent  legal counsel  selected by
the Company,  or paid by them in satisfaction of a judgment or settlement in any
such action, suit or proceeding,  except as to matters as to which the Committee
member has been  negligent or engaged in  misconduct in the  performance  of his
duties; provided, that within 60 days after institution of any such action, suit
or  proceeding,  a  Committee  member  shall in writing  offer the  Company  the
opportunity, at its own expense, to handle and defend the same.

         3.12 The Committee may require each person  purchasing  shares of Stock
pursuant to a Stock  Option or other Award  under the Plan to  represent  to and
agree  with the  Company  in writing  that he is  acquiring  the shares of Stock
without a view to  distribution  thereof.  The  certificates  for such shares of
Stock may include any legend which the Committee  deems  appropriate  to reflect
any restrictions on transfer.

         3.13  The  Committee  shall  be  authorized  to  make   adjustments  in
performance  based  criteria or in the terms and  conditions  of other Awards in
recognition  of unusual or  nonrecurring  events  affecting  the  Company or its

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financial  statements or changes in applicable  laws,  regulations or accounting
principles.  The  Committee  may  correct  any  defect,  supply any  omission or
reconcile any inconsistency in the Plan or any Award Agreement in the manner and
to the extent it shall deem desirable to carry it into effect.  In the event the
Company  shall  assume  outstanding  employee  benefit  awards  or the  right or
obligation  to make future such awards in  connection  with the  acquisition  of
another  corporation or business  entity,  the Committee may, in its discretion,
make such  adjustments  in the terms of Awards  under the Plan as it shall  deem
appropriate.

         3.14 All  outstanding  Awards to any Participant may be canceled if (a)
the  Participant,  without the consent of the  Committee,  while employed by the
Company  or after  termination  of such  employment,  becomes  associated  with,
employed  by,  renders  services  to, or owns any  interest  in,  other than any
insubstantial interest, as determined by the Committee,  any business that is in
competition  with the  Company or with any  business  in which the Company has a
substantial  interest as determined by the  Committee;  or (b) is terminated for
cause as determined by the Committee.

                      ARTICLE IV - INCENTIVE STOCK OPTIONS

         4.1 Each  provision  of this  Article  IV and of each  Incentive  Stock
Option  granted  under  the  Plan  shall be  construed  in  accordance  with the
provisions  of Code  section  422,  and any  provision  hereof that cannot be so
construed shall be disregarded.

         4.2  Incentive   Stock  Options  shall  be  granted  only  to  Eligible
Participants who are in the active employment of the Company, and to individuals
to whom  grants are  conditioned  upon  active  employment,  each of whom may be
granted one or more such  Incentive  Stock  Options for a reason  related to his
employment  at such time or times  determined  by the  Committee  following  the
Effective Date through the date which is ten (10) years  following the Effective
Date, subject to the following conditions:

                  (a) The  Incentive  Stock Option  exercise  price per share of
         Stock shall be set in the Agreement, but shall not be less than 100% of
         the Fair Market  Value of the Stock on the Option  Grant  Date.  If the
         Eligible  Participant  owns more than 10% of the outstanding  Stock (as
         determined  pursuant to Code section  424(d)) on the Option Grant Date,
         the Incentive  Stock Option  exercise price per share shall not be less
         than 110% of the Fair  Market  Value of the Stock on the  Option  Grant
         Date; provided,  however,  that if an Incentive Stock Option is granted
         to such an Eligible  Participant at an exercise price per share that is
         less than 110% of Fair  Market  Value of the stock on the Option  Grant
         Date, such Option shall be deemed a Nonqualified Stock Option.

                  (b) The Incentive Stock Option may be exercised in whole or in
         part from time to time within ten (10) years from the Option Grant Date
         (five (5) years if the Eligible  Participant  owns more than 10% of the
         Stock on the  Option  Grant  Date),  or such  shorter  period as may be

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         specified by the Committee in the Award;  provided,  that in any event,
         the  Incentive  Stock  Option and  related  Stock Right shall lapse and
         cease to be exercisable upon a Termination of Employment or within such
         period  following  a  Termination  of  Employment  as shall  have  been
         specified in the Incentive Stock Option Award  Agreement,  which period
         shall in no event exceed three months unless:

                           (i) employment  shall have  terminated as a result of
                  death or  Disability,  in which  event such  period  shall not
                  exceed one year after the date of death or Disability; or

                           (ii)  death   shall   have   occurred   following   a
                  Termination of Employment and while the Incentive Stock Option
                  or Stock  Right was still  exercisable,  in which  event  such
                  period  shall  not  exceed  one year  after the date of death;
                  provided, further, that such period following a Termination of
                  Employment  shall in no event  extend  the  original  exercise
                  period of the Incentive Stock Option.

                  (c) To the extent the aggregate Fair Market Value,  determined
         as of the Option  Grant  Date,  of the shares of Stock with  respect to
         which  incentive  stock  options  (determined  without  regard  to this
         subsection) are first exercisable  during any calendar year (under this
         Plan or any other plan of the  Company  and its  parent and  subsidiary
         corporations  (within the meaning of Code  sections  424(e) and 424(f),
         respectively)),  by Participant exceeds $100,000,  such Incentive Stock
         Options granted under the Plan shall be treated as  Nonqualified  Stock
         Options granted under Article V.

                  (d) The  Committee  may adopt any other  terms and  conditions
         which it determines should be imposed for the Incentive Stock Option to
         qualify  under  Code  section  422,  as well  as any  other  terms  and
         conditions not  inconsistent  with this Article IV as determined by the
         Committee.

                  (e)  Subject  to the  limitations  of Plan  Section  3.5,  the
         maximum  number of shares of Stock  subject to  Incentive  Stock Option
         Awards shall be 2,000,000.

         4.3 To  the  extent  an  Incentive  Stock  Option  fails  to  meet  the
requirements  of Code  section  422,  it shall be  deemed a  Nonqualified  Stock
Option.

         4.4 The  Committee  may at any time  offer to buy out for a payment  in
cash,  Stock,  Deferred  Stock or  Restricted  Stock an  Incentive  Stock Option
previously  granted,  based on such terms and conditions as the Committee  shall
establish  and  communicate  to the  Participant  at the time that such offer is
made.

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         4.5 If the  Incentive  Stock  Option Award  Agreement so provides,  the
Committee  may require that all or part of the shares of Stock to be issued upon
the  exercise of an  Incentive  Stock  Option shall take the form of Deferred or
Restricted Stock,  which shall be valued on the date of exercise,  as determined
by the  Committee,  on the basis of the Fair Market Value of such Deferred Stock
or Restricted Stock determined without regard to the deferral limitations and/or
forfeiture restrictions involved.

         4.6 Any Incentive  Stock Option that fails to qualify under section 422
of the Code  shall be treated  as a  Nonqualified  Stock  Option  granted  under
Article V.

                     ARTICLE V - NONQUALIFIED STOCK OPTIONS

         5.1 Nonqualified Stock Options may be granted to Eligible  Participants
to purchase  shares of Stock at such time or times  determined by the Committee,
following the Effective  Date,  subject to the terms and conditions set forth in
this Article V.

         5.2 The  Nonqualified  Stock Option  exercise  price per share of Stock
shall be  established  in the Agreement  and may be more than,  equal to or less
than 100% of the Fair Market Value at the time of the grant, but may not be less
than par value of the Stock.

         5.3 A  Nonqualified  Stock  Option may be  exercised in full or in part
from time to time within such period as may be specified by the Committee in the
Agreement;  provided,  that, in any event, the  Nonqualified  Stock Option shall
lapse and cease to be  exercisable  upon a  Termination  of Employment or within
such period  following a Termination  of Employment as shall have been specified
in the  Nonqualified  Stock Option Award Agreement,  provided,  that such period
following a  Termination  of  Employment  shall in no event  extend the original
exercise period of the Nonqualified Stock Option.

         5.4 The Nonqualified Stock Option Award Agreement may include any other
terms and  conditions  not  inconsistent  with this Article V or Article VII, as
determined by the Committee.

                     ARTICLE VI - STOCK APPRECIATION RIGHTS

         6.1  A  Stock   Appreciation  Right  may  be  granted  to  an  Eligible
Participant in connection with an Incentive Stock Option or a Nonqualified Stock
Option  granted  under  Article IV or Article V of this Plan  (referred  to as a
"Tandem Stock Appreciation Right"), or may be granted independent of any related
Stock Option (referred to as a "Nontandem Stock  Appreciation  Right").  A Stock
Appreciation  Right  granted under the Plan shall be designated as either a: (i)
Tandem Stock Appreciation Right, or (ii) Nontandem Stock Appreciation Right.

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<PAGE>

         6.2 A Tandem Stock Appreciation Right shall entitle a holder of a Stock
Option,  within the period  specified for the exercise of the Stock  Option,  to
surrender the unexercised Stock Option, or a portion thereof,  and to receive in
exchange therefor a payment in cash or shares of Stock having an aggregate value
equal to the  amount  by  which  the Fair  Market  Value of each  share of Stock
exceeds the Stock Option price per share of Stock, times the number of shares of
Stock under the Stock Option, or portion thereof, which is surrendered.

         6.3 Each Tandem Stock  Appreciation  Right granted  hereunder  shall be
subject to the same terms and conditions as the related Stock Option,  including
limitations on transferability, and shall be exercisable only to the extent such
Stock  Option  is  exercisable  and  shall  terminate  or lapse  and cease to be
exercisable  when the related Stock Option  terminates  or lapses.  The grant of
Tandem Stock  Appreciation  Rights  related to Incentive  Stock  Options must be
concurrent  with the grant of the  Incentive  Stock  Options.  With  respect  to
Nonqualified Stock Options, the grant of Tandem Stock Appreciation Rights either
may be  concurrent  with the  grant of the  Nonqualified  Stock  Options,  or in
connection with Nonqualified  Stock Options  previously granted under Article V,
which are unexercised and have not terminated or lapsed.

         6.4 Upon exercise of a Tandem Stock  Appreciation  Right, the number of
shares of Stock  subject  to  exercise  under any  related  Stock  Option  shall
automatically  be reduced by the  number of shares of Stock  represented  by the
Stock Option or portion thereof which is surrendered.

         6.5 The Committee may grant  Nontandem  Stock  Appreciation  Rights and
shall specify at the time of grant the number of shares of Stock covered by such
right and the base price of a share of Stock (the "Base Price"), which shall not
be less than 100% of Fair Market Value of a share of Stock on the date of grant.
A Nontandem Stock  Appreciation Right shall be exercisable during such period as
the Committee shall determine.  Upon exercise of a Nontandem Stock  Appreciation
Right, the Participant shall be entitled to receive from the Company cash and/or
Stock having an  aggregate  Fair Market Value equal to the (i) the excess of (A)
the Fair Market Value of one (1) share of Stock at the time of exercise over (B)
the Base Price,  multiplied by (ii) the number of shares of Stock covered by the
Nontandem Stock Appreciation Right, or the portion thereof being exercised.

         6.6 The Committee  shall have sole discretion to determine in each case
whether the payment with respect to the exercise of a Stock  Appreciation  Right
will be in the form of all cash or all Stock,  or any  combination  thereof.  If
payment  is to be made in  Stock,  the  number  of  shares  of  Stock  shall  be
determined  based on the Fair Market Value of the Stock on the date of exercise.
If the Committee  elects to make full payment in Stock, no fractional  shares of
Stock  shall be issued  and cash  payments  shall be made in lieu of  fractional
shares.

         6.7 The  Committee  shall have sole  discretion as to the timing of any
payment made in cash or Stock, or a combination thereof,  upon exercise of Stock
Appreciation  Rights.  Payment may be made in a lump sum, in annual installments

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<PAGE>

or may be otherwise  deferred;  and the Committee  shall have sole discretion to
determine whether any deferred payments may bear amounts  equivalent to interest
or cash dividends.

         6.8 The exercise of a Stock  Appreciation Right shall be effective only
upon the  Participant's  satisfaction  (as  determined  by the  Committee in its
discretion) of any tax withholding obligations with respect to such exercise.

            ARTICLE VII - INCIDENTS OF STOCK OPTIONS AND STOCK RIGHTS

         7.1 Each Stock Option and Stock Right shall be granted  subject to such
terms and  conditions,  if any,  not  inconsistent  with this Plan,  as shall be
determined by the Committee, including any provisions as to continued employment
as  consideration  for the grant or exercise of such Stock Option or Stock Right
and any  provisions  that may be  advisable  to  comply  with  applicable  laws,
regulations or rulings of any governmental authority.

         7.2 The maximum  number of shares of Stock that may be covered by Stock
Options and Stock Rights granted to any one individual  during any calendar year
(including Stock Options or Stock Rights that are  subsequently  canceled) shall
be 500,000 shares.  If a Stock Option or Stock Right is canceled,  terminated or
repriced with respect to an  individual,  the  canceled,  terminated or repriced
Stock  Option or Stock  Right shall be counted  against  the  maximum  number of
shares  for  which  Stock  Options  or  Stock  Rights  may be  granted  to  such
individual.

         7.3 Except as provided  below,  a Stock Option or Stock Right shall not
be transferable by the Participant  other than by will or by the laws of descent
and  distribution,  or, to the  extent  otherwise  allowed  by  applicable  law,
pursuant to a qualified  domestic  relations order as defined by the Code or the
Employee  Retirement  Income  Security  Act of 1974,  as  amended,  or the rules
thereunder, and shall be exercisable during the lifetime of the Participant only
by him or in the  event of his death or  Disability,  by his  guardian  or legal
representative; provided, however, that a Nonqualified Stock Option (including a
Tandem  Stock  Appreciation  Right  related  thereto)  may  be  transferred  and
exercised by the  transferee  to the extent  determined  by the  Committee to be
consistent with securities and other  applicable laws, rules and regulations and
with Company policy.  Notwithstanding any language herein or in any Agreement to
the contrary,  any  restrictions on transfer of a Stock Option or Stock Right in
the  Plan or an  Agreement  shall  be void  and of no  effect  if the  Committee
determines  that a transfer can be made  consistent  with  securities  and other
applicable laws, rules and regulations.

         7.4 Shares of Stock  purchased upon exercise of a Stock Option shall be
paid for at the time of  exercise  (or,  in case of an  exercise  pursuant  to a
cashless exercise  mechanism  described below, as soon as practicable after such
exercise) in cash or by tendering  (either by actual delivery or by attestation)

                                       13
<PAGE>

shares of Stock  acceptable  to the Committee and valued as of the exercise date
or in any combination thereof in such amounts, at such times and upon such terms
as shall be determined by the Committee, subject to limitations set forth in the
corresponding  Stock Option  Award  Agreement.  The  Committee  may  establish a
cashless  exercise  mechanism by which a Participant  may pay the exercise price
under a Stock Option by irrevocably  authorizing a third party to sell shares of
Stock (or a  sufficient  portion of the shares)  acquired  upon  exercise of the
Stock Option and remit to the Company a sufficient portion of the sales proceeds
to pay the entire exercise price and/or any tax withholding  resulting from such
exercise.  Without limiting the foregoing,  the Committee may establish  payment
terms for the exercise of Stock Options which permit the  Participant to deliver
shares of Stock,  or other  evidence of ownership of Stock  satisfactory  to the
Company, with a Fair Market Value equal to the Stock Option price as payment.

         7.5 No cash  dividends  shall be paid on  shares  of Stock  subject  to
unexercised Stock Options or Stock Rights.  The Committee may provide,  however,
that a Participant  to whom a Stock Option or Stock Right has been granted which
is exercisable in whole or in part at a future time for shares of Stock shall be
entitled to receive an amount per share equal in value to the cash dividends, if
any, paid per share on issued and  outstanding  Stock, as of the dividend record
dates  occurring  during the period  between  the date of the grant and the time
each such share of Stock is delivered  pursuant to exercise of such Stock Option
or Stock Right. Such amounts (herein called "dividend  equivalents") may, in the
discretion of the Committee, be:

         (a)      paid in cash or Stock either from time to time prior to, or at
                  the time of the delivery of, such Stock, or upon expiration of
                  the  Stock  Option  or Stock  Right if it shall  not have been
                  fully exercised; or

         (b)      converted into  contingently  credited  shares of Stock,  with
                  respect to which  dividend  equivalents  may  accrue,  in such
                  manner,  at such value, and deliverable at such time or times,
                  as may be determined by the Committee.

         Such  Stock,  whether  delivered  or  contingently  credited,  shall be
charged against the limitations set forth in Plan Section 3.5.

         7.6 The Committee,  in its sole  discretion,  may authorize  payment of
interest  equivalents  on  dividend  equivalents  which are payable in cash at a
future time.

         7.7 In the  event of  Disability  or  death,  the  Committee,  with the
consent of the Participant or his legal  representative,  may authorize payment,
in cash or in Stock, or partly in cash and partly in Stock, as the Committee may
direct, of an amount equal to the difference at the time between the Fair Market
Value  of  the  Stock  subject  to a  Stock  Option  and  the  option  price  in
consideration of the surrender of the Stock Option.

                                       14
<PAGE>

         7.8 If a  Participant  is required to pay to the Company an amount with
respect to income and employment tax withholding  obligations in connection with
exercise of a Nonqualified  Stock Option or Stock Right,  and/or with respect to
certain  dispositions  of Stock acquired upon the exercise of an Incentive Stock
Option,  the  Committee,  in its  discretion and subject to such rules as it may
adopt,  may permit the  Participant  to satisfy the  obligation,  in whole or in
part, by surrendering  shares of Stock which the Participant  already owns or by
making an irrevocable election that, in lieu of the issuance of Stock, a portion
of  the  total  Fair  Market  Value  of  the  shares  of  Stock  subject  to the
Nonqualified  Stock  Option  or Stock  Right  and/or  with  respect  to  certain
dispositions  of Stock acquired upon the exercise of an Incentive  Stock Option,
be  surrendered  for  cash  and  that  such  cash  payment  be  applied  to  the
satisfaction of the withholding obligations. The amount to be withheld shall not
exceed  the  statutory  minimum  federal  and state  income and  employment  tax
liability arising from the Stock Option exercise transaction.

         7.9 The  Committee  may  permit  the  voluntary  surrender  of all or a
portion of any Stock Option  granted under the Plan to be  conditioned  upon the
granting to the  Participant  of a new Stock  Option for the same or a different
number of shares of Stock as the Stock Option  surrendered,  or may require such
surrender  as a  condition  precedent  to a grant of a new Stock  Option to such
Participant.  Subject to the provisions of the Plan, such new Stock Option shall
be  exercisable  at such  price,  during such period and on such other terms and
conditions as are specified by the Committee at the time the new Stock Option is
granted. Upon surrender, the Stock Options surrendered shall be canceled and the
shares of Stock  previously  subject to them shall be available for the grant of
other Stock Options.

         7.10 The  Committee may provide in any Stock Option  Agreement  entered
into pursuant to the Plan, or by separate agreement, that if a Participant makes
payment upon the exercise of any Stock Option  granted  hereunder in whole or in
part  through  the  surrender  of  shares  of  Stock,   such  Participant  shall
automatically  receive a new Stock  Option  for the number of shares of Stock so
surrendered  by him at a price equal to the Fair  Market  Value of the shares of
Stock at the time of  surrender,  exercisable  on the same  basis and having the
same  terms  as the  underlying  Stock  Option  or on such  other  basis  as the
Committee shall determine and provide in the Stock Option Agreement.

                         ARTICLE VIII - RESTRICTED STOCK

         8.1 Restricted Stock Awards may be made to Participants as an incentive
for the performance of future  services that will  contribute  materially to the
successful  operation of the  Company.  Awards of  Restricted  Stock may be made
either alone or in addition to or in tandem with other Awards  granted under the
Plan.

         8.2      With  respect  to  Awards  of Restricted Stock, the Committee
shall:

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<PAGE>

                  (a) determine the purchase  price, if any, to be paid for such
        Restricted  Stock,  which may be more  than,  equal to, or less than par
        value and may be zero,  subject to such minimum  consideration as may be
        required by applicable law;

                  (b)  determine the length of the Restriction Period;

                  (c)  determine  any  restrictions applicable to the Restricted
        Stock such as service or performance;

                  (d) determine if the restrictions shall lapse as to all shares
        of  Restricted  Stock at the end of the  Restriction  Period  or as to a
        portion of the shares of  Restricted  Stock in  installments  during the
        Restriction Period; and

                  (e)  determine if  dividends  and other  distributions  on the
        Restricted  Stock are to be paid currently to the Participant or paid to
        the Company for the account of the Participant.

         8.3 Awards of Restricted  Stock must be accepted  within a period of 60
days,  or such  shorter  period as the  Committee  may  specify,  by executing a
Restricted Stock Award Agreement and paying whatever price, if any, is required.
The prospective  recipient of a Restricted Stock Award shall not have any rights
with  respect to such Award,  unless such  recipient  has  executed a Restricted
Stock Award  Agreement  and has  delivered a fully  executed copy thereof to the
Committee,  and has otherwise  complied with the applicable terms and conditions
of such Award.

         8.4 Except when the  Committee  determines  otherwise,  or as otherwise
provided  in  the  Restricted  Stock  Agreement,  if  a  Participant  terminates
employment  with  the  Company  for any  reason  before  the  expiration  of the
Restriction  Period, all shares of Restricted Stock still subject to restriction
shall be forfeited by the Participant and shall be reacquired by the Company.

         8.5 Except as otherwise  provided in this Article VIII, or as otherwise
provided  in the  Restricted  Stock  Agreement,  no shares of  Restricted  Stock
received  by a  Participant  shall be  sold,  exchanged,  transferred,  pledged,
hypothecated or otherwise disposed of during the Restriction Period.

         8.6 The Committee may designate  whether any Restricted  Stock Award is
intended  to be  "performance-based  compensation"  within  the  meaning of Code
section  162(m).  Any such award shall be  conditioned  on achievement of one or
more performance measures selected by the Committee.

The grant of such Awards and the establishment of the performance measures shall
be made  during the period  required  under Code  section  162(m).  No more than
500,000  shares of Stock may be  subject to  Restricted  Stock  Awards  that are

                                       16
<PAGE>

intended to constitute  "performance-based  compensation"  within the meaning of
Code section 162(m) granted to any one individual during any calendar year.

         8.7  To  the  extent  not  otherwise  provided  in a  Restricted  Stock
Agreement,  in cases of death,  Disability  or Retirement or in cases of special
circumstances,  the  Committee may in its  discretion  elect to waive any or all
remaining restrictions with respect to such Participant's Restricted Stock.

         8.8 In the  event of  hardship  or  other  special  circumstances  of a
Participant whose employment with the Company is involuntarily  terminated,  the
Committee  may in its  discretion  elect to waive in whole or in part any or all
remaining  restrictions  with  respect  to  any  or  all  of  the  Participant's
Restricted  Stock,  based on such factors and criteria as the Committee may deem
appropriate.

         8.9 Upon an Award of  Restricted  Stock to a  Participant,  one or more
stock  certificates  representing  the  shares  of  Restricted  Stock  shall  be
registered in the Participant's name. Such certificates may either:

                  (a) be held in custody by the  Company  until the  Restriction
         Period expires or until  restrictions  thereon otherwise lapse, and the
         Participant  shall  deliver to the  Company  one or more  stock  powers
         endorsed in blank relating to the Restricted Stock; and/or

                  (b) be issued to the Participant and registered in the name of
         the Participant,  and shall bear an appropriate  restrictive legend and
         shall be subject to appropriate stop-transfer orders.

         8.10 Except as provided in this Article VIII, a Participant receiving a
Restricted  Stock Award shall have, with respect to such Restricted Stock Award,
all of the rights of a shareholder  of the Company,  including the right to vote
the shares to the extent,  if any,  such shares  possess  voting  rights and the
right to receive any  dividends;  provided,  however,  the Committee may require
that any  dividends on such shares of  Restricted  Stock shall be  automatically
deferred and  reinvested  in  additional  Restricted  Stock  subject to the same
restrictions  as the underlying  Award,  or may require that dividends and other
distributions  on Restricted  Stock shall be paid to the Company for the account
of the Participant. The Committee shall determine whether interest shall be paid
on such amounts,  the rate of any such interest,  and the other terms applicable
to such amounts.

         8.11  If and  when  the  Restriction  Period  expires  without  a prior
forfeiture  of  the  Restricted  Stock  subject  to  such  Restriction   Period,
unrestricted certificates for such shares shall be delivered to the Participant;
provided,  however,  that the  Committee  may cause such legend or legends to be

                                       17
<PAGE>

placed  on any such  certificates  as it may deem  advisable  under  the  rules,
regulations and other requirements of the Securities and Exchange Commission and
any applicable federal or state law.

         8.12 In order to better ensure that Award payments actually reflect the
performance of the Company and the service of the Participant, the Committee may
provide, in its sole discretion,  for a tandem  performance-based or other Award
designed to guarantee a minimum value, payable in cash or Stock to the recipient
of a  Restricted  Stock  Award,  subject to such  performance,  future  service,
deferral and other terms and conditions as may be specified by the Committee.

                           ARTICLE IX - DEFERRED STOCK

         9.1 Shares of Deferred Stock  together with cash dividend  equivalents,
if so determined by the Committee,  may be issued either alone or in addition to
other Awards  granted  under the Plan in the  discretion of the  Committee.  The
Committee  shall  determine the  individuals  to whom,  and the time or times at
which, such Awards will be made, the number of shares to be awarded,  the price,
if any, to be paid by the recipient of a Deferred Stock Award, the time or times
within which such Awards may be subject to forfeiture,  and all other conditions
of the Awards.  The Committee may  condition  Awards of Deferred  Stock upon the
attainment of specified  performance  goals or such other factors or criteria as
the Committee may determine.

         9.2 Deferred Stock Awards shall be  subject to the  following terms and
conditions:

         (a)      Subject  to the  provisions  of this  Plan and the  applicable
                  Award  Agreement,  Deferred  Stock  Awards  may  not be  sold,
                  transferred,  pledged, assigned or otherwise encumbered during
                  the period  specified  by the  Committee  for purposes of such
                  Award  (the  "Deferral  Period").  At  the  expiration  of the
                  Deferral  Period,  or the Elective  Deferral Period defined in
                  Section  9.3,  share  certificates  shall be  delivered to the
                  Participant, or his legal representative, in a number equal to
                  the number of shares of Stock  covered by the  Deferred  Stock
                  Award.

                  Based on service,  performance  and/or  such other  factors or
                  criteria  as  the  Committee  may  determine,  the  Committee,
                  however,  at or after grant, may accelerate the vesting of all
                  or any part of any  Deferred  Stock  Award  and/or  waive  the
                  deferral limitations for all or any part of such Award.

         (b)      Unless otherwise determined by the Committee, amounts equal to
                  any dividends that would have been payable during the Deferral
                  Period with  respect to the number of shares of Stock  covered
                  by a  Deferred  Stock  Award if such  shares of Stock had been

                                       18
<PAGE>

                  outstanding  shall be automatically  deferred and deemed to be
                  reinvested in additional  Deferred Stock,  subject to the same
                  deferral limitations as the underlying Award.

         (c)      Except to the extent otherwise provided in this Plan or in the
                  applicable  Award  Agreement,  upon  Termination of Employment
                  during the  Deferral  Period for a given  Award,  the Deferred
                  Stock  covered  by  such  Award  shall  be  forfeited  by  the
                  Participant;  provided, however, the Committee may provide for
                  accelerated  vesting in the event of Termination of Employment
                  due to death,  Disability  or  Retirement,  or in the event of
                  hardship or other special circumstances as the Committee deems
                  appropriate.

         (d)      The Committee may require that a designated  percentage of the
                  total Fair Market  Value of the shares of Deferred  Stock held
                  by one or more  Participants  be  paid in the  form of cash in
                  lieu of the  issuance  of Stock and that such cash  payment be
                  applied to the  satisfaction  of the federal and state  income
                  and employment tax withholding  obligations  that arise at the
                  time the Deferred Stock becomes free of all restrictions.  The
                  designated percentage shall be equal to the minimum income and
                  employment  tax  withholding  rate in effect at the time under
                  applicable federal and state laws.

         (e)      The Committee may provide one or more Participants  subject to
                  the  mandatory  cash  payment  with an  election to receive an
                  additional percentage of the total value of the Deferred Stock
                  in the  form of a cash  payment  in lieu  of the  issuance  of
                  Deferred Stock. The additional percentage shall not exceed the
                  difference  between  50% and the  designated  percentage  cash
                  payment.

         (f)      The Committee may impose such further terms and  conditions on
                  partial cash  payments  with  respect to Deferred  Stock as it
                  deems appropriate.

         9.3 A Participant  may elect to further defer receipt of Deferred Stock
for a  specified  period or until a  specified  event  (the  "Elective  Deferral
Period"),  subject in each case to the Committee's approval and to such terms as
are  determined  by the  Committee.  Subject  to any  exceptions  adopted by the
Committee,  such  election  must  generally  be made at least 12 months prior to
completion of the Deferral  Period for the Deferred Stock Award in question,  or
for the applicable installment of such an Award.

         9.4 Each  Award shall be  confirmed by,  and subject to the terms of, a
Deferred Stock Award Agreement.

         9.5 In order to better  ensure  that the Award  actually  reflects  the
performance of the Company and the service of the Participant, the Committee may
provide, in its sole discretion,  for a tandem  performance-based or other Award
designed to guarantee a minimum value, payable in cash or Stock to the recipient

                                       19
<PAGE>

of a Deferred Stock Award, subject to such performance, future service, deferral
and other terms and conditions as may be specified by the Committee.

                            ARTICLE X - STOCK AWARDS

         10.1 A Stock  Award  shall be granted  only in payment of  compensation
that  has  been  earned  or as  compensation  to be  earned,  including  without
limitation,  compensation awarded concurrently with or prior to the grant of the
Stock Award.

         10.2 For the purposes of this Plan, in determining the value of a Stock
Award,  all shares of Stock  subject to such Stock  Award shall be valued at not
less than 100% of the Fair Market Value of such shares of Stock on the date such
Stock Award is granted,  regardless  of whether or when such shares of Stock are
issued or transferred to the Participant and whether or not such shares of Stock
are subject to restrictions which affect their value.

         10.3  Shares  of  Stock  subject  to a Stock  Award  may be  issued  or
transferred to the Participant at the time the Stock Award is granted, or at any
time subsequent  thereto, or in installments from time to time, as the Committee
shall  determine.  If any such  issuance  or  transfer  shall not be made to the
Participant  at the time the Stock Award is granted,  the  Committee may provide
for payment to such Participant, either in cash or shares of Stock, from time to
time or at the time or times such shares of Stock shall be issued or transferred
to such  Participant,  of amounts not exceeding  the dividends  which would have
been payable to such Participant in respect of such shares of Stock, as adjusted
under Section 3.10,  if such shares of Stock had been issued or  transferred  to
such Participant at the time such Stock Award was granted.  Any issuance payable
in shares of Stock under the terms of a Stock Award,  at the  discretion  of the
Committee, may be paid in cash on each date on which delivery of shares of Stock
would  otherwise  have been made, in an amount equal to the Fair Market Value on
such date of the shares of Stock which would otherwise have been delivered.

         10.4 A Stock  Award  shall be  subject  to such  terms and  conditions,
including without  limitation,  restrictions on the sale or other disposition of
the Stock Award or of the shares of Stock issued or transferred pursuant to such
Stock Award, as the Committee shall determine;  provided, however, that upon the
issuance or transfer of shares pursuant to a Stock Award, the Participant,  with
respect  to such  shares  of Stock,  shall be and  become a  shareholder  of the
Company fully entitled to receive dividends, to vote to the extent, if any, such
shares  possess  voting rights and to exercise all other rights of a shareholder
except to the extent  otherwise  provided in the Stock  Award.  Each Stock Award
shall be evidenced by a written  Award  Agreement in such form as the  Committee
shall determine.

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<PAGE>

                         ARTICLE XI - PERFORMANCE SHARES

         11.1 Awards of Performance  Shares may be made to certain  Participants
as an incentive for the  performance  of future  services  that will  contribute
materially to the  successful  operation of the Company.  Awards of  Performance
Shares may be made either  alone,  in addition to or in tandem with other Awards
granted under the Plan and/or cash payments made outside of the Plan.

         11.2 With respect to Awards of Performance Shares,  which may be issued
for no consideration or such minimum  consideration as is required by applicable
law, the Committee shall:

         (a)      determine and  designate  from time to time those Participants
                  to whom Awards of Performance Shares are to be made;

         (b)      determine the performance  period  (the "Performance  Period")
                  and/or  performance  objectives  the "Performance Objectives")
                  applicable to such Awards;

         (c)      determine the form of settlement of a Performance Share; and

         (d)      generally  determine  the  terms and  conditions  of each such
                  Award. At any date, each Performance  Share shall have a value
                  equal to the Fair  Market  Value,  determined  as set forth in
                  Section 2.11.

         11.3 Performance Periods may overlap,  and Participants may participate
simultaneously   with  respect  to  Performance   Shares  for  which   different
Performance Periods are prescribed.

         11.4 The Committee shall determine the Performance objectives of Awards
of  Performance  Shares.  Performance  Objectives  may vary from  Participant to
Participant and between Awards and shall be based upon such performance criteria
or combination of factors as the Committee may deem  appropriate,  including for
example,  but not limited to, minimum earnings per share or return on equity. If
during the course of a Performance  Period there shall occur significant  events
which the  Committee  expects  to have a  substantial  effect on the  applicable
Performance  Objectives  during  such  period,  the  Committee  may revise  such
Performance Objectives.

         11.5 The Committee shall  determine for each  Participant the number of
Performance  Shares  which shall be paid to the  Participant  if the  applicable
Performance objectives are exceeded or met in whole or in part.

                                       21
<PAGE>

         11.6 If a  Participant  terminates  service  with the Company  during a
Performance  Period  because of death,  Disability,  Retirement  or under  other
circumstances in which the Committee in its discretion finds that a waiver would
be  appropriate,  that  Participant,  as  determined  by the  Committee,  may be
entitled to a payment of Performance Shares at the end of the Performance Period
based upon the extent to which the Performance  objectives were satisfied at the
end of such  period  and pro rated for the  portion  of the  Performance  Period
during which the Participant was employed by the Company; provided, however, the
Committee may provide for an earlier  payment in settlement of such  Performance
Shares in such amount and under such terms and conditions as the Committee deems
appropriate or desirable.  If a Participant  terminates service with the Company
during a Performance  Period for any other reason,  then such Participant  shall
not be entitled to any payment with respect to that  Performance  Period  unless
the Committee shall otherwise determine.

         11.7 Each Award of a Performance Share shall be paid in whole shares of
Stock,  or cash,  or a  combination  of Stock  and cash as the  Committee  shall
determine,  with payment to be made as soon as practicable  after the end of the
relevant Performance Period.

         11.8 The  Committee  shall have the  authority  to approve  requests by
Participants  to defer  payment of  Performance  Shares on terms and  conditions
approved by the Committee and set forth in a written Award Agreement between the
Participant  and the Company  entered  into in advance of the time of receipt or
constructive receipt of payment by the Participant.

                     ARTICLE XII - OTHER STOCK-BASED AWARDS

         12.1 Other awards that are valued in whole or in part by reference  to,
or are otherwise based on, Stock ("Other Stock-Based Awards"), including without
limitation,  convertible preferred stock,  convertible debentures,  exchangeable
securities,  phantom  stock and Stock  awards or options  valued by reference to
book value or  performance,  may be granted either alone or in addition to or in
tandem with Stock Options,  Stock Rights,  Restricted  Stock,  Deferred Stock or
Stock Awards granted under the Plan and/or cash awards made outside of the Plan.

         Subject  to the  provisions  of the  Plan,  the  Committee  shall  have
authority to determine the Eligible  Participants  to whom and the time or times
at which such  Awards  shall be made,  the number of shares of Stock  subject to
such Awards,  and all other  conditions of the Awards.  The  Committee  also may
provide  for the grant of shares of Stock  upon the  completion  of a  specified
Performance Period.

         The  provisions of Other  Stock-Based  Awards need not be the same with
respect to each recipient.

                                       22
<PAGE>

         12.2     Other  Stock-Based  Awards  made pursuant  to this Article XII
shall be subject to the following terms and conditions:

         (a)      Subject  to  the   provisions  of  this  Plan  and  the  Award
                  Agreement,  shares of Stock  subject to Awards made under this
                  Article XII may not be sold, assigned, transferred, pledged or
                  otherwise encumbered prior to the date on which the shares are
                  issued,  or,  if  later,  the  date on  which  any  applicable
                  restriction, performance or deferral period lapses.

         (b)      Subject to the provisions of this Plan and the Award Agreement
                  and unless  otherwise  determined by the Committee at the time
                  of the Award, the recipient of an Award under this Article XII
                  shall be  entitled  to  receive,  currently  or on a  deferred
                  basis,   interest  or   dividends   or  interest  or  dividend
                  equivalents  with  respect to the number of shares  covered by
                  the  Award,  as  determined  at the  time of the  Award by the
                  Committee,  in its  sole  discretion,  and the  Committee  may
                  provide  that such  amounts,  if any,  shall be deemed to have
                  been reinvested in additional Stock or otherwise reinvested.

         (c)      Any Award under this Article XII and any Stock  covered by any
                  such  Award  shall  vest  or be  forfeited  to the  extent  so
                  provided  in  the  Award  Agreement,   as  determined  by  the
                  Committee, in its sole discretion.

         (d)      Upon the Participant's Retirement,  Disability or death, or in
                  cases of special circumstances, the Committee may, in its sole
                  discretion,  waive  in  whole  or in  part  any  or all of the
                  remaining limitations imposed hereunder,  if any, with respect
                  to any or all of an Award under this Article XII.

         (e)      Each Award  under this  Article XII shall be confirmed by, and
                  subject to the terms of, an Award Agreement.

         (f)      Stock,  including securities convertible into Stock, issued on
                  a bonus basis under this Article XII may be issued for no cash
                  consideration.

         12.3     Other  Stock-Based Awards may  include a phantom  stock Award,
which is subject to the following terms and conditions:

         (a)      The Committee shall select the Eligible  Participants  who may
                  receive phantom stock Awards.  The Eligible  Participant shall
                  be awarded a phantom stock unit, which shall be the equivalent
                  to a share of Stock.

         (b)      Under an Award of phantom stock,  payment shall be made on the
                  dates or dates as specified  by the  Committee or as stated in

                                       23
<PAGE>

                  the Award Agreement and phantom stock Awards may be settled in
                  cash, Stock, or some combination thereof.

         (c)      The Committee  shall determine such other terms and conditions
                  of each Award as it deems necessary in its sole discretion.

                    ARTICLE XIII - AMENDMENT AND TERMINATION

         13.1  The  Board  at any time  and  from  time to  time,  may  amend or
terminate the Plan. To the extent  required by Code section 422 and/or the rules
of the exchange upon which the Stock is traded,  no amendment,  without approval
by the Company's shareholders, shall:

                  (a) alter the group of persons eligible to participate in the
         Plan;

                  (b) except as  provided  in Plan  Section  3.5,  increase  the
         maximum  number of shares of Stock  which are  available  for  issuance
         pursuant to Awards granted under the Plan;

                  (c) extend the period during which Incentive Stock Options may
         be  granted  beyond  the date  which is ten (10)  years  following  the
         Effective Date.

                  (d) limit or restrict the powers of the Committee with respec
         to the administration of this Plan;

                  (e) change the definition of an Eligible  Participant  for the
         purpose of Incentive  Stock  Options or increase the limit or the value
         of shares of Stock for which an Eligible  Participant may be granted an
         Incentive Stock Option;

                  (f) materially increase the benefits accruing to  Participants
         under this Plan;

                  (g) materially modify the requirements as to  eligibility  for
         participation in this Plan; or

                  (h) change any of the provisions of this Article XIII.

         13.2 No amendment to or  discontinuance  of this Plan or any  provision
thereof by the Board or the  shareholders  of the  Company  shall,  without  the
written consent of the Participant,  adversely affect, as shall be determined by
the Committee, any Award previously granted to such Participant under this Plan;
provided,  however,  the  Committee  retains  the  right  and power to treat any
outstanding  Incentive Stock Option as a Nonqualified Stock Option in accordance
with Plan Section 4.3.

                                       24
<PAGE>

         13.3 Notwithstanding  anything herein to the contrary,  if the right to
receive or benefit from any Award, either alone or together with payments that a
Participant  has the right to  receive  from the  Company,  would  constitute  a
"parachute  payment"  under Code section 280G, all such payments may be reduced,
in the  discretion of the  Committee,  to the largest  amount that will avoid an
excise tax to the Participant under Code section 280G.

                     ARTICLE XIV - MISCELLANEOUS PROVISIONS

         14.1  Nothing  in the Plan or any Award  granted  under the Plan  shall
confer upon any  Participant any right to continue in the employ of the Company,
or to serve as a director thereof, or interfere in any way with the right of the
Company to terminate  his or her  employment  at any time.  Unless agreed by the
Board,  no Award granted  under the Plan shall be deemed salary or  compensation
for the purpose of computing  benefits under any employee  benefit plan or other
arrangement  of the  Company for the benefit of its  employees.  No  Participant
shall have any claim to an Award until it is actually granted under the Plan. To
the extent that any person acquires a right to receive payments from the Company
under the Plan, such right shall, except as otherwise provided by the Committee,
be no greater  than the right of an unsecured  general  creditor of the Company.
All  payments to be made under the Plan shall be paid from the general  funds of
the  company,  and no  special or  separate  fund  shall be  established  and no
segregation of assets shall be made to assure payment of such amounts, except as
provided  in  Article  VIII with  respect  to  Restricted  Stock  and  except as
otherwise provided by the Committee.

         14.2 The Committee may make such  provisions  and take such steps as it
may deem  necessary or  appropriate  for the  withholding of any taxes which the
Company is  required by any law or  regulation  of any  governmental  authority,
whether federal,  state or local, domestic or foreign, to withhold in connection
with  any  Award  or the  exercise  thereof,  including,  but  not  limited  to,
withholding  the  payment of all or any  portion of such Award or another  Award
under this Plan until the Participant  reimburses the Company for the amount the
Company is required to withhold  with respect to such taxes,  or  canceling  any
portion of such Award or another  Award under this Plan in an amount  sufficient
to reimburse itself for the amount it is required to so withhold, or selling any
property  contingently  credited  by the  Company for the purpose of paying such
Award or another Award under this Plan in order to withhold or reimburse  itself
for the amount it is required to so  withhold.  The amount to be withheld  shall
not exceed the statutory  minimum  federal and state income and  employment  tax
liability arising from the exercise transaction.

         14.3  The  Plan  and the  grant  of  Awards  shall  be  subject  to all
applicable  federal and state laws, rules, and regulations and to such approvals
by any United States government or regulatory agency as may be required.

         14.4  The terms of the Plan shall be binding upon the Company,  and its
successors and assigns.

                                       25
<PAGE>

         14.5  The  Plan is  intended  to  constitute  an  "unfunded"  plan  for
incentive and deferred  compensation.  With respect to any payments not yet made
to a Participant by the Company,  nothing  contained  herein shall give any such
Participant any rights that are greater than those of a general  creditor of the
Company.  In its sole  discretion,  the  Committee may authorize the creation of
trusts or other  arrangements to meet the obligations  created under the Plan to
deliver  shares of Stock or payments in lieu of or with  respect to Awards under
the Plan;  provided,  however,  that, unless the Committee otherwise  determines
with the consent of the affected  Participant,  the  existence of such trusts or
other arrangements is consistent with the "unfunded" status of the Plan.

         14.6 Each Participant exercising an Award under the Plan agrees to give
the Committee  prompt  written  notice of any election made by such  Participant
under Code section 83(b) or any similar provision thereof.

         14.7 If any provision of this Plan or an Award  Agreement is or becomes
or is deemed invalid,  illegal or  unenforceable in any  jurisdiction,  or would
disqualify the Plan or any Award  Agreement  under any law deemed  applicable by
the Committee, such provision shall be construed or deemed amended to conform to
applicable laws or if it cannot be construed or deemed amended  without,  in the
determination  of the Committee,  materially  altering the intent of the Plan or
the Award  Agreement,  it shall be stricken and the remainder of the Plan or the
Award Agreement shall remain in full force and effect.


         IN WITNESS WHEREOF, this Plan is executed this the 18th day of
February, 2000.


                                      HIGH SPEED NET SOLUTIONS, INC.


ATTEST:                               By:  /s/ Andrew Fox
                                         ---------------------------
                                                  Authorized Officer
(Corporate Seal)

/s/ Alan R. Kleinmaier
----------------------------------
                        Secretary