<PAGE>


Exhibit 10(o)
                                   Xceed Inc.


                                ----------------


                                 XCEED INC. 1999
                            LONG-TERM INCENTIVE PLAN


                                ----------------


                                PLAN INFORMATION


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       THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
                       THAT HAVE BEEN REGISTERED UNDER THE
                             SECURITIES ACT OF 1933.


                                ----------------


                3,000,000 Shares of Common Stock, $.01 par value


                                ----------------


    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
       AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
         THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
             COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE
               PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                                CRIMINAL OFFENSE.


         April 27, 1999






<PAGE>


                                Table of Contents

Section                                                                   Page


Xceed Inc. 1999 Long-Term Incentive Plan.....................................1

Other Information...........................................................17

Resale Restrictions ........................................................17

Employee Retirement Income Security Act (ERISA).............................17

Tax Information ............................................................17

Federal Income Tax Consequences.............................................17
         Stock Options......................................................17
         Stock Appreciation Rights..........................................19
         Restricted Stock and Restricted Stock Units........................19
         Performance Shares and Performance Units ..........................20
         Other Awards.......................................................20

Information Concerning the Company..........................................20

Additional Information......................................................21


<PAGE>


                                   XCEED INC.
                          1999 LONG-TERM INCENTIVE PLAN


Article 1         Establishment, Purpose and Duration

1.1      Establishment of the Plan. Xceed Inc., a Delaware corporation
         (hereinafter referred to as the "Company"), hereby establishes an
         incentive compensation plan to be known as the "Xceed Inc. 1999
         Long-Term Incentive Plan" (hereinafter referred to as the "Plan"), as
         set forth in this document. The Plan permits the grant of Nonqualified
         Stock Options (NQSO), Incentive Stock Options (ISO), Stock Appreciation
         Rights (SAR), Restricted Stock, Restricted Stock Units, Performance
         Units, Performance Shares and other awards.

         The Plan shall become effective when approved by the shareholders at
the Annual Meeting on March 12, 1998 (the "Effective Date"), and shall remain in
effect as provided in Section 1.3 herein.

1.2      Purpose of the Plan. The purpose of the Plan is to promote the success
         and enhance the value of the Company by linking the personal interests
         of Participants to those of Company shareholders and customers.

         The Plan is further intended to provide flexibility to the Company in
its ability to motivate, attract and retain the services of Participants upon
whose judgment, interest and special effort the successful conduct of its
operations is largely dependent.

1.3      Duration of the Plan. The Plan shall commence on the Effective Date, as
         described in Section 1.1 herein, and shall remain in effect, subject to
         the right of the Board of Directors to terminate the Plan at any time
         pursuant to Article 15 herein, until all Shares subject to it shall
         have been purchased or acquired according to the Plan's provisions.

Article 2         Definitions

         Whenever used in the Plan, the following terms shall have the meanings
set forth below and, when such meaning is intended, the initial letter of the
word is capitalized:

2.1      "Award" means, individually or collectively, a grant under the Plan of
         NQSOs, ISOs, SARs, Restricted Stock, Restricted Stock Units,
         Performance Units, Performance Shares or any other type of award
         permitted under Article 10 of the Plan.


                                       1
<PAGE>


2.2      "Award Agreement" means an agreement entered into by each Participant
         and the Company, setting forth the terms and provisions applicable to
         an Award granted to a Participant under the Plan.

2.3      "Base Value" of an SAR shall have the meaning set forth in Section 7.1
         herein.

2.4      "Board" or "Board of Directors" means the Board of Directors of the
         Company.

2.5      "Change Control" means the earliest of the following to occur: (a) the
         acquisition by any Person of beneficial  ownership (within the meaning
         of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of the
         combined voting power of the then outstanding securities of the Company
         entitled to vote generally in the election of directors ("Outstanding
         Company Voting Securities"); provided, however, that the following
         acquisitions shall not constitute a Change of Control: (i) any
         acquisition directly from the Company, (ii) any acquisition by the
         Company or any subsidiary thereof, (iii) any acquisition by any
         employee benefit plan (or related trust) sponsored or maintained by the
         Company or any corporation controlled by the Company or (iv) any
         acquisition by any corporation pursuant to a transaction described in
         clauses (i), (ii) and (iii) of clause (c) below; or (b) individuals
         who, as of January 1, 1998, constitute the Board (the "Incumbent
         Board") cease for any reason to constitute at least a majority of the
         Board; provided, however that any individual becoming a director
         subsequent to January 1, 1998, whose election  or nomination for
         election by the Company's shareholders was approved by a vote of at
         least a majority of the directors then comprising the Incumbent Board
         shall be considered as though such individual were a member of the
         Incumbent Board; or (c) the effective date of a reorganization, merger
         or consolidation of the Company (a "Business  Combination"), in each
         case, unless, following such Business Combination, (i) all or
         substantially all of the individuals and entities who were the
         beneficial owners of the Outstanding Company Voting Securities
         immediately prior to such Business Combination beneficially own,
         directly or indirectly, more than 70% of the combined voting power of
         the then outstanding securities entitled to vote generally in the
         election of directors of the corporation resulting from such Business
         Combination (including, without limitation, a corporation which as a
         result of such transaction owns the Company through one or more
         subsidiaries) in substantially the same proportion as their ownership,
         immediately prior to such Business Combination, of the Outstanding
         Company Voting Securities, (ii) no Person (excluding any employee
         benefit plan (or related trust) of the Company or such corporation
         resulting from such Business Combination) beneficially owns, directly
         or indirectly, 30% or more of the combined voting power of the then
         outstanding voting securities of such corporation except to the extent
         that such ownership existed prior to the Business Combination and (iii)
         at least a majority of the members of the board of directors of the
         corporation resulting from such Business Combination were members of
         the Incumbent Board at the time of the execution of the initial
         agreement, or of the action of the Board, providing for such Business
         Combination; or (d) the effective date of (i) a complete liquidation or
         dissolution of the Company or (ii) the sale or other disposition of all


                                       2
<PAGE>

         or substantially all of the assets of the Company, other than to a
         corporation, with respect to which following such sale or other
         disposition (A) 70% of the combined voting power of the then
         outstanding securities of such corporation entitled to vote generally
         in the election of directors is then beneficially owned, directly or
         indirectly, by all or substantially all of the individuals and entities
         who were the beneficial owners, respectively, of the Outstanding
         Company Voting Securities immediately prior to such sale or other
         disposition, in substantially the same proportion as their ownership,
         immediately prior to such sale or other disposition, of the Outstanding
         Company Voting Securities, (B) less than 30% of the combined voting
         power of the then outstanding voting securities of such corporation
         entitled to vote generally in the election of directors is then
         beneficially owned, directly or indirectly, by any Person (excluding
         any employee benefit plan (or related trust) of the Company or such
         corporation), except to the extent that such Person owned 30% or more
         of the Outstanding Company Voting Securities prior to the sale or
         disposition and (C) at least a majority of the members of the board of
         directors of such corporation were members of the Incumbent Board at
         the time of the execution of the initial agreement, or of the action of
         the Board, providing for such sale or other disposition of assets of
         the Company or were elected, appointed or nominated by the Board.

2.6      "Code" means the Internal Revenue Code of 1986, as amended from time to
         time.

2.7      "Committee" means the committee, as specified in Article 3, appointed
         by the Board to administer the Plan with respect to Awards.

2.8      "Company" means Xceed Inc., a Delaware corporation, or any successor
         thereto as provided in Article 17 herein.

2.9      "Director" means any individual who is a member of the Board of
         Directors of the Company.

2.10     "Dividend Equivalent" means, with respect to Shares subject to an
         Award, a right to be paid an amount equal to dividends declared on an
         equal number of outstanding Shares.

2.11     "Eligible Employee" means an Employee who is eligible to participate in
         the Plan, as set forth in Section 5.1 herein.

2.12     "Employee" means any full-time or regularly-scheduled part-time
         employee of the Company or of the Company's Subsidiaries, who is not
         covered by any collective bargaining agreement to which the Company or
         any of its Subsidiaries is a party. Directors who are not otherwise
         employed by the Company shall not be considered Employees for purposes
         of the Plan. For purposes of the Plan, transfer of employment of a
         Participant between the Company and any one of its Subsidiaries (or
         between Subsidiaries) shall not be deemed a termination of employment.


                                       3
<PAGE>



2.13     "Exchange Act" means the Securities Exchange Act of 1934, as amended
         from time to time, or any successor act thereto.

2.14     "Exercise Period" means the period during which an SAR or Option is
         exercisable, as set forth in the related Award Agreement.

2.15     "Fair Market Value" of the Company's common stock on a Trading Day
         shall mean the last reported sale price for common stock or, in case no
         such reported sale takes place on such Trading Day, the average of the
         closing bid and asked prices for the common stock for such Trading Day,
         in either case on the principal national securities exchange on which
         the common stock is listed or admitted to trading, or if the common
         stock is not listed or admitted to trading on any national securities
         exchange, but is traded in the over-the-counter market, the closing
         sale price of the common stock or, if no sale is publicly reported, the
         average of the closing bid and asked quotations for the common stock,
         as reported by the National Association of Securities Dealers Automated
         Quotation System ("NASDAQ") or any comparable system or, if the common
         stock is not listed on NASDAQ or a comparable system, the closing sale
         price of the common stock or, if no sale is publicly reported, the
         average of the closing bid and asked prices, as furnished by two
         members of the National Association of Securities Dealers, Inc. who
         make a market in the common stock selected from time to time by the
         Company for that purpose. In addition, for purposes of this definition,
         a "Trading Day" shall mean, if the common stock is listed on any
         national securities exchange, a business day during which such exchange
         was open for trading and at least one trade of common stock was
         effected on such exchange on such business day, or, if the common stock
         is not listed on any national securities exchange but is traded in the
         over-the-counter market, a business day during which the
         over-the-counter market was open for trading and at least one "eligible
         dealer" quoted both a bid and asked price for the common stock. An
         "eligible dealer" for any day shall include any broker-dealer who
         quoted both a bid and asked price for such day, but shall not include
         any broker-dealer who quoted only a bid or only an asked price for such
         day. In the event the Company's common stock is not publicly traded,
         the Fair Market Value of such common stock shall be determined by the
         Committee in good faith.

2.16     "Freestanding SAR" means an SAR that is granted independently of any
         Option.

2.17     "Incentive Stock Option" or "ISO" means an option to purchase Shares,
         granted under Article 6 herein, which is designated as an Incentive
         Stock Option and satisfies the requirements of Section 422 of the Code.

2.18     "Nonqualified Stock Option" or "NQSO" means an option to purchase
         Shares, granted under Article 6 herein, which is not intended to be an
         Incentive Stock Option under Section 422 of the Code.

2.19     "Option" means an Incentive Stock Option or a Nonqualified Stock
         Option.


                                       4
<PAGE>


2.20     "Option  Exercise  Price"  means  the  price  at  which a Share  may be
         purchased by a Participant  pursuant to an Option, as determined by the
         Committee and set forth in the Option Award Agreement.

2.21     "Participant" means an Employee who has outstanding an Award granted
         under the Plan.

2.22     "Performance Period" means the time period during which Performance
         Unit/Performance Shares performance goals much be met.

2.23     "Performance Share" means an Award granted to an Eligible Employee, as
         described in Article 9 herein.

2.24     "Performance Unit" means an Award granted to an Eligible Employee, as
         described in Article 9 herein.

2.25     "Period of Restriction" means the period during which the transfer of
         Restricted Stock is limited in some way, as provided in Article 8
         herein.

2.26     "Person" shall have the meaning ascribed to such term in Section
         3(a)(9) of the Exchange Act, as used in Sections 13(d) and 14(d)
         thereof, including usage in the definition of a "group" in Section
         13(d) thereof.

2.27     "Plan" means Xceed Inc. 1999 Long-Term Incentive Plan.

2.28     "Restricted Stock" means an Award of Shares granted to an Eligible
         Employee pursuant to Article 8 herein.

2.29     "Restricted Stock Unit" means an Award granted to an Eligible Employee
         pursuant to Article 8 herein.

2.30     "Shares" means the shares of common stock, $.01 par value per share, of
         the Company.

2.31     "Stock Appreciation Right" or "SAR" means a right, granted alone or in
         connection with a related Option, designated as an SAR, to receive a
         payment on the day the right is exercised, pursuant to the terms of
         Article 7 herein. Each SAR shall be denominated in terms of one Share.

2.32     "Subsidiary" means any corporation that is a "subsidiary corporation"
         of the Company as that term is defined in Section 424(f) of the Code.

2.33     "Tandem SAR" means an SAR that is granted in connection with a related
         Option, the exercise of which shall require forfeiture of the right to
         purchase a Share under the related Option (and when a Share is
         purchased under the Option, the Tandem SAR shall be similarly
         canceled).


                                       5
<PAGE>


Article 3         Administration

3.1      The Committee. The Plan shall be administered by a committee (the
         "Committee") consisting solely of two or more members of the Board. The
         members of the Committee shall be appointed from time to time by, and
         shall serve at the discretion of, the Board of Directors.

3.2      Authority of the Committee. The Committee shall have full power except
         as limited by law, the Articles of Incorporation and the Bylaws of the
         Company, subject to such other restricting limitations or directions as
         may be imposed by the Board and subject to the provisions herein, to
         determine the Employees to receive Awards; to determine the size and
         types of Awards; to determine the terms and conditions of such Awards;
         to construe and interpret the Plan and any agreement or instrument
         entered into under the Plan; to establish, amend or waive rules and
         regulations for the Plan's administration; and (subject to the
         provisions of Article 15 herein) to amend the terms and conditions of
         any outstanding Award. Further, the Committee shall make all other
         determinations which may be necessary or advisable for the
         administration of the Plan. As permitted by law, the Committee may
         delegate its authorities as identified hereunder.

3.3      Restrictions on Distribution of Shares and Share Transferability.
         Notwithstanding any other provision of the Plan, the Company shall have
         no liability to deliver any Shares or benefits under the Plan unless
         such delivery would comply with all applicable laws (including, without
         limitation, the Securities Act of 1933) and applicable requirements of
         any securities exchange or similar entity and unless the Participant's
         tax obligations have been satisfied as set forth in Article 16. The
         Committee may impose such restrictions on any Shares acquired pursuant
         to Awards under the Plan as it may deem advisable, including, without
         limitation, restrictions to comply with applicable Federal securities
         laws, with the requirements of any stock exchange or market upon which
         such Shares are then listed and/or traded and with any blue sky or
         state securities laws applicable to such Shares.

3.4      Decisions Binding. All determinations and decisions made by the
         Committee pursuant to the provisions of the Plan and all related orders
         or resolutions of the Board shall be final, conclusive and binding on
         all persons, including the Company, its shareholders, Employees,
         Participants and their estates and beneficiaries.

3.5      Costs. The Company shall pay all costs of administration of the Plan.


Article 4    Shares Subject to the Plan

4.1      Number of Shares. Subject to Section 4.2 herein, the maximum number of
         Shares available for grant under the Plan shall be 3,000,000. Shares
         underlying lapsed or


                                       6
<PAGE>


         forfeited Awards, or Awards that are not paid in Shares, may be reused
         for other Awards; if the Option Exercise Price is satisfied by
         tendering Shares, only the number of Shares issued net of the Shares
         tendered shall be deemed issued under the Plan. Shares granted pursuant
         to the Plan may be (i) authorized but unissued Shares of Common Stock,
         (ii) Treasury Shares or (iii) Shares purchased on the open market.

4.2      Adjustments in Authorized Shares and Awards. In the event of any
         merger, reorganization, consolidation, recapitalization, liquidation,
         stock dividend, split-up, spin-off, share combination, share exchange
         or other change in the corporate structure of the Company affecting the
         Awards of the Shares, such adjustment shall be made in the outstanding
         Awards, the number and class of Shares which may be delivered under the
         Plan, and in the number and class of and/or price of Shares subject to
         outstanding Awards granted under the Plan, as may be determined to be
         appropriate and equitable by the Committee, in its sole discretion, to
         prevent dilution or enlargement of rights. Notwithstanding the
         foregoing, (i) each such adjustment with respect to an Incentive Stock
         Option shall comply with the rules of Section 424(a) of the Code and
         (ii) in no event shall any adjustment be made which would render any
         Incentive Stock Option granted hereunder to be other than an incentive
         stock option for purposes of Section 422 of the Code.


Article 5         Eligibility and Participation

5.1      Eligibility. Persons eligible to participate in the Plan ("Eligible
         Employees") include all officers and key employees of the Company and
         its Subsidiaries, as determined by the Committee, including Employees
         who are members of the Board, but excluding Directors who are not
         Employees.

5.2      Actual Participation. Subject to the provisions of the Plan, the
         Committee may, from time to time, select from all Eligible Employees
         those to whom Awards shall be granted.


Article 6         Stock Options

6.1      Grant of Options. Subject to the terms and conditions of the Plan,
         Options may be granted to an Eligible Employee at any time and from
         time to time, as shall be determined by the Committee.

         The Committee shall have complete discretion in determining the number
of Shares subject to Options granted to each Eligible Employee (subject to
Article 4 herein) and, consistent with the provisions of the Plan, in
determining the terms and conditions pertaining to such Options. The Committee
may grant ISOs, NQSOs or a combination thereof.


                                       7
<PAGE>


6.2      Option Award Agreement. Each Option grant shall be evidenced by an
         Option Award Agreement that shall specify the Option Exercise Price,
         the term of the Option, the number of Shares to which the Option
         pertains, the Exercise Period and such other provisions as the
         Committee shall determine, including but not limited to any rights to
         Dividend Equivalents. The Option Award Agreement shall also specify
         whether the Option is intended to be an ISO or a NQSO.

         The Option Exercise Price for each Share purchasable under any ISO
granted hereunder shall be such amount as the Committee shall, in its best
judgment, determine to be not less than one hundred percent (100%) of the Fair
Market Value per Share at the date the Option is granted; and provided, further,
that in the case of an ISO granted to a person who, at the time such ISO is
granted, owns shares of stock of the Company or of any Subsidiary which possess
more than ten percent (10%) of the total combined voting power of all classes of
shares of stock of the Company or of any Subsidiary, the Option Exercise Price
for each Share shall be such amount as the Committee, in its best judgment,
shall determine to be not less than one hundred ten percent (110%) of the Fair
Market Value per Share at the date the Option is granted. The Option Exercise
Price will be subject to adjustment in accordance with the provisions of Section
4.2 of the Plan.

         No ISO by its terms shall be exercisable after the expiration of ten
(10) years from the date of grant of the Option; provided, however, in the case
of an ISO granted to a person who, at the time such Option is granted, owns
shares of stock of the Company or of any Subsidiary possessing more than ten
percent (10%) of the total combined voting power of all classes of shares of
stock of the Company or of any Subsidiary, such Option shall not be exercisable
after the expiration of five (5) years from the date such Option is granted.

         No ISO may be granted after the expiration of ten (10) years from the
date the Plan is adopted, or the date the Plan is approved by the shareholders
of the Company, whichever is earlier.

6.3      Exercise of and Payment for Options. Options granted under the Plan
         shall be exercisable at such times and shall be subject to such
         restrictions and conditions as the Committee shall in each instance
         approve.

         A Participant may exercise an Option at any time during the Exercise
Period. Options shall be exercised by the delivery of a written notice of
exercise to the Company, setting forth the number of Shares with respect to
which the Option is to be exercised, accompanied by provision for full payment
for the Shares.

         The Option Exercise Price shall be payable: (a) in cash or its
equivalent, (b) by tendering previously acquired Shares having an aggregate Fair
Market Value at the time of exercise equal to the total Option Exercise Price
(provided that the Shares which are tendered must have been held by the
Participant for at least six (6) months prior to their tender to satisfy the
Option Exercise Price), (c) by broker-assisted cashless exercise or (d) by a
combination of (a), (b) and/or (c).


                                       8
<PAGE>


         As soon as practicable after receipt of a written notification of
exercise of an Option and provision for full payment therefor, there shall be
delivered to the Participant, in the Participant's name, Share certificates in
an appropriate amount based upon the number of Shares purchased under the
Option(s).

6.4      Termination of Employment. Each Option Award Agreement shall set forth
         the extent to which the Participant shall have the right to exercise
         the Option following termination of the Participant's employment with
         the Company and its Subsidiaries. Such provisions shall be determined
         in the sole discretion of the Committee (subject to applicable law),
         shall be included in the Option Award Agreement entered into with
         Participants, need not be uniform among all Options granted pursuant to
         the Plan or among Participants and may reflect distinctions based on
         the reasons for termination of employment.

6.5      Transferability of Options. Except as otherwise determined by the
         Committee, all Options granted to a Participant under the Plan shall be
         exercisable during his or her lifetime only by such Participant and no
         Option granted under the Plan may be sold, transferred, pledged,
         assigned, or otherwise alienated or hypothecated, other than by will or
         by the laws of descent and distribution. ISOs are not transferable.


Article 7         Stock Appreciation Rights

7.1      Grant of SARs. Subject to the terms and conditions of the Plan, an SAR
         may be granted to an Eligible Employee at any time and from time to
         time as shall be determined by the Committee. The Committee may grant
         Freestanding SARs, Tandem SARs or any combination of these forms of
         SARs.

         The Committee shall have complete discretion in determining the number
of SARs granted to each Eligible Employee (subject to Article 4 herein) and,
consistent with the provisions of the Plan, in determining the terms and
conditions pertaining to such SARs.

         The Base Value of a Freestanding  SAR shall equal the Fair Market Value
of a Share on the date of grant of the SAR.  The Base Value of Tandem SARs shall
equal the Option Exercise Price of the related Option.

7.2      SAR Award Agreement. Each SAR grant shall be evidenced by an SAR Award
         Agreement that shall specify the number of SARs granted, the Base
         Value, the term of the SAR, the Exercise Period and such other
         provisions as the Committee shall determine.

7.3      Exercise and Payment of SARs. Tandem SARs may be exercised for all or
         part of the Shares subject to the related Option upon the surrender of
         the right to exercise the equivalent portion of the related Option. A
         Tandem SAR may be exercised only with respect to the Shares for which
         its related Option is then exercisable.


                                       9
<PAGE>


         Notwithstanding any other provision of the Plan to the contrary, with
respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR
will expire no later than the expiration of the underlying ISO; (ii) the value
of the payout with respect to the Tandem SAR may be for no more than one hundred
percent (100%) of the difference between the Option Exercise Price of the
underlying ISO and the Fair Market Value of the Shares subject to the underlying
ISO at the time the Tandem SAR is exercised; and (iii) the Tandem SAR may be
exercised only when the Fair Market Value of the Shares subject to the ISO
exceeds the Option Exercise Price of the ISO.

         Freestanding SARs may be exercised upon whatever terms and conditions
the Committee, in its sole discretion, imposes upon them.

         A Participant may exercise an SAR at any time during the Exercise
Period. SARs shall be exercised by the delivery of a written notice of exercise
to the Company, setting forth the number of SARs being exercised. Upon exercise
of an SAR, a Participant shall be entitled to receive payment from the Company
in an amount equal to the product of:

                  7.3.1 the excess of (i) the Fair Market Value of a Share on
the date of exercise over (ii) the Base Value multiplied by

                  7.3.2 the number of Shares with respect to which the SAR is
exercised.

         At the sole discretion of the Committee, the payment to the Participant
upon SAR exercise may be in cash, in Shares of equivalent value or in some
combination thereof.

7.4      Termination of Employment. Each SAR Award Agreement shall set forth the
         extent to which the Participant shall have the right to exercise the
         SAR following termination of the Participant's employment with the
         Company and its Subsidiaries. Such provisions shall be determined in
         the sole discretion of the Committee, shall be included in the SAR
         Award Agreement entered into with Participants, need not be uniform
         among all SARs granted pursuant to the Plan or among Participants and
         may reflect distinctions based on the reasons for termination of
         employment.

7.5      Transferability of SARs. Except as otherwise determined by the
         Committee, all SARs granted to a Participant under the Plan shall be
         exercisable during his or her lifetime only by such Participant or his
         or her legal representative and no SAR granted under the Plan may be
         sold, transferred, pledged, assigned, or otherwise alienated or
         hypothecated, other than by will or by the laws of descent and
         distribution.


Article 8         Restricted Stock and Restricted Stock Units

8.1      Grant of Restricted Stock and Restricted Stock Units. Subject to the
         terms and conditions of the Plan, Restricted Stock and/or Restricted
         Stock Units may be


                                       10
<PAGE>


         granted to Eligible Employees at any time and from time to time, as
         shall be determined by the Committee.

         The Committee shall have complete discretion in determining the number
of shares of Restricted Stock and/or Restricted Stock Units granted to each
Eligible Employee (subject to Article 4 herein) and, consistent with the
provisions of the Plan, in determining the terms and conditions pertaining to
such Awards.

8.2      Restricted Stock/Restricted Stock Unit Award Agreement. Each grant of
         Restricted Stock and/or Restricted Stock Units grant shall be evidenced
         by a Restricted Stock and/or Restricted Stock Unit Award Agreement that
         shall specify the number of shares of Restricted Stock and/or
         Restricted Stock Units granted, the initial value (if applicable), the
         Period or Periods of Restriction, and such other provisions as the
         Committee shall determine.

8.3      Transferability. Restricted Stock and Restricted Stock Units granted
         hereunder may not be sold, transferred, pledged, assigned, or otherwise
         alienated or hypothecated until the end of the applicable Period of
         Restriction established by the Committee and specified in the Award
         Agreement. All rights with respect to the Restricted Stock and
         Restricted Stock Units granted to a Participant under the Plan shall be
         available during his or her lifetime only to such Participant or his or
         her legal representative.

8.4      Certificate Legend. Each certificate representing Restricted Stock
         granted pursuant to the Plan may bear a legend substantially as
         follows:

         "The sale or other transfer of the shares of stock  represented by this
         certificate,  whether voluntary, involuntary or by operation of law, is
         subject to certain  restrictions on transfer as set forth in Xceed Inc.
         1999  Long-Term   Incentive  Plan  and  in  a  Restricted  Stock  Award
         Agreement.  A copy of such Plan and such Agreement may be obtained from
         Xceed Inc.."

         The   Company   shall  have  the  right  to  retain  the   certificates
representing Restricted Stock in the Company's possession until such time as all
restrictions applicable to such Shares have been satisfied.

8.5      Removal of Restrictions. Restricted Stock shall become freely
         transferable by the Participant after the last day of the Period of
         Restriction applicable thereto. Once Restricted Stock is released from
         the restrictions, the Participant shall be entitled to have any legend
         referred to in Section 8.4 removed from the Participant's stock
         certificate. Payment of Restricted Stock Units shall be made after the
         last dat of the period of Restriction applicable thereto. The
         Committee, in its sole discretion, may pay Restricted Stock Units in
         cash or in shares (or in a combination thereof), which have an
         aggregate Fair Market Value equal to the value of the Restricted Stock
         Units.


                                       11
<PAGE>


8.6      Voting Rights. During the Period of Restriction, Participants holding
         Restricted Stock may exercise full voting rights with respect to those
         Shares.

8.7      Dividends and Other Distributions. Subject to the Committee's right to
         determine otherwise at the time of grant, during the Period of
         Restriction, Participants holding Restricted Stock shall receive all
         regular cash dividends paid with respect to all Shares while they are
         so held. All other distributions paid with respect to such Restricted
         Stock shall be credited to Participants subject to the same
         restrictions on transferability and forfeitability as the Restricted
         Stock with respect to which they were paid and shall be paid to the
         Participant promptly after the full vesting of the Restricted Stock
         with respect to which such distributions were made.

         Rights, if any, to Dividend Equivalents on Restricted Stock Units shall
be established by the Committee at the time of grant and set forth in the Award
Agreement.

8.8      Termination of Employment. Each Restricted Stock/Restricted Stock Unit
         Award Agreement shall set forth the extent to which the Participant
         shall have the right to receive Restricted Stock and/or a Restricted
         Stock Unit payment following termination of the Participant's
         employment with the Company and its Subsidiaries. Such provisions shall
         be determined in the sole discretion of the Committee, shall be
         included in the Award Agreement entered into with Participants, need
         not be uniform among all grants of Restricted Stock/Restricted Stock
         Units or among Participants and may reflect distinctions based on the
         reasons for termination of employment.


Article 9         Performance Units and Performance Shares

9.1      Grant of Performance Units and Performance Shares. Subject to the terms
         and conditions of the Plan, Performance Units and/or Performance Shares
         may be granted to an Eligible Employee at any time and from time to
         time, as shall be determined by the Committee.

         The Committee shall have complete discretion in determining the number
of Performance Units and/or Performance Shares granted to each Eligible Employee
(subject to Article 4 herein) and, consistent with the provisions of the Plan,
in determining the terms and conditions pertaining to such Awards.

9.2      Performance Unit/Performance Share Award Agreement. Each grant of
         Performance Units and/or Performance Shares shall be evidenced by a
         Performance Unit and/or Performance Share Award Agreement that shall
         specify the number of Performance Units and/or Performance Shares
         granted, the initial value (if applicable), the Performance Period, the
         performance goals and such other provisions as the Committee shall
         determine, including but not limited to any rights to Dividend
         Equivalents.


                                       12
<PAGE>


9.3      Value of Performance Units/Performance Shares. Each Performance Unit
         shall have an initial value that is established by the Committee at the
         time of grant. The value of a Performance Share shall be equal to the
         Fair Market Value of a Share. The Committee shall set performance goals
         in its discretion which, depending on the extent to which they are met,
         will determine the number and/or value of Performance Units/Performance
         Shares that will be paid out to the Participants.

9.4      Earning of Performance Units/Performance Shares. After the applicable
         Performance Period has ended, the holder of Performance
         Units/Performance Shares shall be entitled to receive a payout with
         respect to the Performance Units/Performance Shares earned by the
         Participant over the Performance Period, to be determined as a function
         of the extent to which the corresponding performance goals have been
         achieved.

9.5      Form and Timing of Payment of Performance Units/Performance Shares.
         Payment of earned Performance Units/Performance Shares shall be made
         following the close of the applicable Performance Period. The
         Committee, in its sole discretion, may pay earned Performance
         Units/Shares in cash or in Shares (or in a combination thereof), which
         have an aggregate Fair Market Value equal to the value of the earned
         Performance Units/Shares at the close of the applicable Performance
         Period. Such Shares may be granted subject to any restrictions deemed
         appropriate by the Committee.

9.6      Termination of Employment. Each Performance Unit/Performance Share
         Award Agreement shall set forth the extent to which the Participant
         shall have the right to receive a Performance Unit/Performance Share
         payment following termination of the Participant's employment with the
         Company and its Subsidiaries during a Performance Period. Such
         provisions shall be determined in the sole discretion of the Committee,
         shall be included in the Award Agreement entered into with
         Participants, need not be uniform among all grants of Performance
         Units/Performance Shares or among Participants and may reflect
         distinctions based on reasons for termination of employment.

9.7      Transferability. Except as otherwise determined by the Committee, a
         Participant's rights with respect to Performance Units/Performance
         Shares granted under the Plan shall be available during the
         Participant's lifetime only to such Participant or the Participant's
         legal representative and Performance Units/Performance Shares may not
         be sold, transferred, pledged, assigned or otherwise alienated or
         hypothecated, other than by will or by the laws of descent and
         distribution.


Article 10        Other Awards

         The Committee shall have the right to grant other Awards which may
include, without limitation, the grant of Shares based on certain conditions,
the payment of Shares in lieu of cash or cash based on performance criteria
established by the Committee, and


                                       13
<PAGE>


the payment of Shares in lieu of cash under other Company incentive bonus
programs. Payment under or settlement of any such Awards shall be made in such
manner and at such times as the Committee may determine.


Article 11        Beneficiary Designation

         Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of the Participant's death
before the Participant receives any or all of such benefit. Each such
designation shall revoke all prior designations by the same Participant, shall
be in a form prescribed by the Company and will be effective only when filed by
the Participant in writing with the Company during the Participant's lifetime.
In the absence of any such designation, benefits remaining unpaid at the
Participant's death shall be paid to the Participant's estate.

         The spouse of a married Participant domiciled in a community property
jurisdiction shall join in any designation of beneficiary or beneficiaries other
than the spouse.


Article 12        Deferrals

         The Committee may permit a Participant to defer the Participant's
receipt of the payment of cash or the delivery of Shares that would otherwise be
due to such Participant under the Plan. If any such deferral election is
permitted, the Committee shall, in its sole discretion, establish rules and
procedures for such payment deferrals.


Article 13        Rights of Employees

13.1     Employment. Nothing in the Plan shall interfere with or limit in any
         way the right of the Company or any Subsidiary to terminate any
         Participant's employment at any time, for any reason or no reason in
         the Company's or the Subsidiary's sole discretion, nor confer upon any
         Participant any right to continue in the employ of the Company or any
         Subsidiary.

13.2     Participation. No Employee shall have the right to be selected to
         receive an Award under the Plan, or, having been so selected, to be
         selected to receive a future Award.

13.3     Limitation of Implied Rights. Neither a Participant nor any other
         Person shall, by reason of the Plan, acquire any right in or title to
         any assets, funds or property of the Company or any Subsidiary
         whatsoever, including, without limitation, any specific funds, assets
         or other property which the Company or any Subsidiary, in their sole
         discretion, may set aside in anticipation of a liability under the
         Plan. A


                                       15
<PAGE>


         Participant shall have only a contractual right to the Shares or
         amounts, if any, payable under the Plan, unsecured by any assets of the
         Company or any Subsidiary. Nothing contained in the Plan shall
         constitute a guarantee that the assets of such companies shall be
         sufficient to pay any benefits to any Person.

         Except as otherwise provided in the Plan, no Award under the Plan shall
confer upon the holder thereof any right as a shareholder of the Company prior
to the date on which the individual fulfills all conditions for receipt of such
rights.


Article 14        Change in Control

         The terms of this Article 14 shall immediately become operative,
without further action or consent by any person or entity, upon a Change in
Control, and once operative shall supersede and take control over any other
provisions of this Plan.

         Upon a Change in Control

14.1     Any and all Options and SARs granted hereunder shall become immediately
         vested and exercisable;

14.2     Any restriction periods and restrictions imposed on Restricted Stock
         and Restricted Stock Units shall be deemed to have expired; such
         Restricted Stock shall become immediately vested in full, and such
         Restricted Stock Units shall be paid out in cash on the effective date
         of the Change in Control; and

14.3     The target payout opportunity attainable under all outstanding Awards
         of Performance Units and Performance Shares shall be deemed to have
         been fully earned for the entire Performance Period(s) as of the
         effective date of the Change in Control. On the effective date of the
         Change in Control, all Performance Shares shall be paid out in Shares,
         and all Performance Units shall be paid out in cash.


Article 15        Amendment, Modification and Termination

15.1     Amendment, Modification and Termination. The Board may, at any time and
         from time to time, alter, amend, suspend or terminate the Plan in whole
         or in part.

15.2     Awards Previously Granted. No termination, amendment or modification of
         the Plan shall adversely affect in any material way any Award
         previously granted under the Plan without the written consent of the
         Participant holding such Award, unless such termination, modification
         or amendment is required by applicable law and except as otherwise
         provided herein.



                                       15
<PAGE>


Article 16        Withholding

16.1     Tax Withholding. The Company shall have the power and the right to
         deduct or withhold, or require a Participant to remit to the Company,
         an amount (including any Shares withheld as provided below) sufficient
         to satisfy Federal, state and local taxes (including the Participant's
         FICA obligation) required by law to be withheld with respect to an
         Award made under the Plan.

16.2     Share Withholding. With respect to tax withholding required upon the
         exercise of Options or SARs, upon the lapse of restrictions on
         Restricted Stock, or upon any other taxable event arising out of or as
         a result of Awards granted hereunder, Participants may elect to satisfy
         the withholding requirement, in whole or in part, by tendering Shares
         held by the Participant at least six (6) months prior to their tender
         or by having the Company withhold Shares having a Fair Market Value on
         the effective date of exercise equal to the minimum statutory total tax
         which could be imposed on the transaction. All elections shall be
         irrevocable, made in writing and signed by the Participant.


Article 17        Successors

         All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation or otherwise of all or substantially all of the business
and/or assets of the Company.


Article 18        Legal Construction

18.1     Gender and Number. Except where otherwise indicated by the context, any
         masculine term used herein also shall include the feminine, the plural
         shall include the singular and the singular shall include the plural.

18.2     Severability. In the event any provision of the Plan shall be held
         illegal or invalid for any reason, the illegality or invalidity shall
         not affect the remaining parts of the Plan, and the Plan shall be
         construed and enforced as if the illegal or invalid provision had not
         been included.

18.3     Requirements of Law. The granting of Awards and the issuance of Shares
         under the Plan shall be subject to all applicable laws, rules and
         regulations, and to such approvals by any governmental agencies or
         national securities exchanges as may be required.



                                       16
<PAGE>



18.4     Governing Law. To the extent not preempted by Federal law, the Plan,
         and all agreements hereunder, shall be construed in accordance with,
         and governed by, the laws of the State of Delaware.





                                       17
<PAGE>


                                OTHER INFORMATION


Resale Restrictions

         While the Plan does not place restrictions on resales of Company Common
Stock, shares of Company Common Stock acquired pursuant to the Plan by an
"affiliate", as that term is defined in Rule 405 of the Securities Act of 1933,
of the Company may be resold only pursuant to the registration requirements of
that Act or an applicable exemption therefrom. In addition, acquisitions and
dispositions of Company Common Stock by Section 16 officers of the Company
within any period of less than six months may give rise to the right of the
Company to recapture any profit from such transactions pursuant to Section 16(b)
of the Securities Exchange Act of 1934, as amended.


ERISA

         The Plan is not subject to any provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").


Tax Information

Federal Income Tax Consequences

         The following is a brief summary of the principal federal income tax
consequences of the Plan. This summary is based on the Company's understanding
of present federal income tax law and regulations. The summary does not purport
to be complete or applicable to every specific situation. RECIPIENTS OF AWARDS
UNDER THE PLAN ARE ADVISED TO CONSULT THEIR PERSONAL TAX ADVISORS WITH REGARD TO
ALL TAX CONSEQUENCES ARISING WITH RESPECT TO THEIR AWARDS.

         Capitalized terms not defined herein, which are defined in the Plan,
shall have the meanings set forth in the Plan.

Stock Options

         (a)      Consequences to the Optionholder

Grant. There are no federal income tax consequences to the optionholder solely
by reason of the grant of ISOs or NQSOs under the Plan.

Exercise. The exercise of an ISO is not a taxable event for regular federal
income tax purposes if certain requirements are satisfied, including the
requirement that the optionholder generally must exercise the ISO no later than
three months following the

<PAGE>


termination of the optionholder's employment with the Company. However, such
exercise may give rise to alternative minimum tax liability (see "Alternative
Minimum Tax" below).

Upon the exercise of a NQSO, the optionholder will generally recognize ordinary
income in an amount equal to the excess of the fair market value of the shares
of Company Common Stock at the time of exercise over the amount paid therefor by
the optionholder as the exercise price. The ordinary income recognized in
connection with the exercise by an optionholder of a NQSO will be subject to
both wage and employment tax withholding.

The optionholder's tax basis in the shares acquired pursuant to the exercise of
an option will be the amount paid upon exercise plus, in the case of a NQSO, the
amount of ordinary income, if any, recognized by the optionholder upon exercise
thereof.

Qualifying Disposition. If an optionholder disposes of shares of Company Common
Stock acquired upon exercise of an ISO in a taxable transaction, and such
disposition occurs more than two years from the date on which the option was
granted and more than one year after the date on which the shares were
transferred to the optionholder pursuant to the exercise of the ISO, the
optionholder will recognize long-term capital gain or loss equal to the
difference between the amount realized upon such disposition and the
optionholder's adjusted basis in such shares (generally the option exercise
price).

Disqualifying Disposition. If the optionholder disposes of shares of Company
Common Stock acquired upon the exercise of an ISO (other than in certain
tax-free transactions) within two years from the date on which the ISO was
granted or within one year after the transfer of shares to the optionholder
pursuant to the exercise of the ISO, at the time of disposition the optionholder
will generally recognize ordinary income equal to the lesser of (i) the excess
of each such share's fair market value on the date of exercise over the exercise
price paid by the optionholder, or (ii) the optionholder's actual gain (i.e.,
the excess, if any, of the amount realized on the disposition over the exercise
price paid by the optionholder). If the total amount realized on a taxable
disposition (including return of capital and capital gain) exceeds the fair
market value on the date of exercise of the shares of Company Common Stock
purchased by the optionholder under the option, the optionholder will recognize
a capital gain in the amount of such excess. If the optionholder incurs a loss
on the disposition (i.e., if the total amount realized is less than the exercise
price paid by the optionholder), the loss will be a capital loss.

Other Disposition. If an optionholder disposes of shares of Company Common Stock
acquired upon exercise of a NQSO in a taxable transaction, the optionholder will
recognize capital gain or loss in an amount equal to the difference between the
optionholder's basis (as discussed above) in the shares sold and the total
amount realized upon disposition. Any such capital gain or loss (and any capital
gain or loss recognized on a disqualifying disposition of shares of Company
Common Stock acquired upon exercise of ISOs as discussed above) will be
short-term or long-term depending on whether the shares of Company Common Stock
were held for more than one year from the date such shares were transferred to
the optionholder.



                                       19
<PAGE>


Alternative Minimum Tax. Alternative minimum tax ("AMT") is payable if and to
the extent the amount thereof exceeds the amount of the taxpayer's regular tax
liability, and any AMT paid generally may be credited against future regular tax
liability (but not future AMT liability). AMT applies to alternative minimum
taxable income; generally regular taxable income as adjusted for tax preferences
and other items are treated differently under the AMT.

For AMT purposes, the spread upon exercise of an ISO (but not a NQSO) will be
included in alternative minimum taxable income, and the taxpayer will receive a
tax basis equal to the fair market value of the shares of Company Common Stock
at such time for subsequent AMT purposes. However, if the optionholder disposes
of the ISO shares in the year of exercise, the AMT income cannot exceed the gain
recognized for regular tax purposes, provided that the disposition meets certain
third-party requirements for limiting the gain on a disqualifying disposition.
If there is a disqualifying disposition in a year other than the year of
exercise, the income on the disqualifying disposition is not considered
alternative minimum taxable income.

         (b)      Consequences to the Company

There are no federal income tax consequences to the Company by reason of the
grant of ISOs or NQSOs or the exercise of an ISO (other than disqualifying
dispositions).

At the time the optionholder recognizes ordinary income from the exercise of a
NQSO, the Company will be entitled to a federal income tax deduction in the
amount of the ordinary income so recognized (as described above). To the extent
the optionholder recognizes ordinary income by reason of a disqualifying
disposition of the stock acquired upon exercise of an ISO, the Company will be
entitled to a corresponding deduction in the year in which the disposition
occurs.

The Company will be required to report to the Internal Revenue Service any
ordinary income recognized by any optionholder by reason of the exercise of a
NQSO. The Company will be required to withhold income and employment taxes (and
pay the employer's share of employment taxes) with respect to ordinary income
recognized by the optionholder upon the exercise of NQSOs.

Stock Appreciation Rights

The recipient of a SAR is not taxed and the Company is not entitled to a federal
income tax deduction at the time of grant. When the SAR is exercised, the
recipient recognizes ordinary income in an amount equal to the amount of cash
received and the fair market value of shares of stock received, and the Company
will be entitled to a federal income tax deduction in an amount equal to such
amount.



                                       20
<PAGE>


Restricted Stock and Restricted Stock Units

The grantee of Restricted Stock or Restricted Stock Units is not taxed and the
Company is not entitled to a federal income tax deduction at the time of grant.
However, when shares of Restricted Stock are no longer subject to a substantial
risk of forfeiture, the grantee recognizes ordinary income in an amount equal to
the fair market value of the stock less the amount paid, if any, for the stock.
Alternatively, the grantee of shares of Restricted Stock may file an election
with the Internal Revenue Service within 30 days of the date of his receipt of
the shares, to recognize ordinary income at the time of grant rather than at the
time the restrictions lapse. Upon payment of cash or stock by the Company upon
the end of the restriction period applicable to Restricted Stock Units, the
grantee recognizes ordinary income in an amount equal to the cash received
and/or the fair market value of the stock received. The Company is entitled to a
federal income tax deduction in an amount equal to the fair market value of the
stock or the amount of the cash payment at the time the grantee recognizes
income related to the grant of shares of Restricted Stock or Restricted Stock
Units.

Performance Shares and Performance Units

No income generally will be recognized upon the grant of Performance Shares or
Performance Units. Upon payment in respect of the earn-out of Performance Shares
or Performance Units, the recipient generally will be required to include as
ordinary income in the year of receipt an amount equal to the cash received and
the fair market value of shares of stock received, and the Company will be
entitled to a federal income tax deduction in an amount equal to such amount.

Other Awards

The recipient of cash or shares of the Company's Common Stock recognizes
ordinary income upon receipt in an amount equal to the cash received and/or the
fair market value of the stock received, and the Company will be entitled to a
federal income tax deduction in an amount equal to such amount.

The foregoing discussion is not a complete description of the federal income tax
aspects of the Plan. In addition, administrative and judicial interpretations of
the application of the federal income tax laws are subject to change.
Furthermore, the foregoing discussion does not address state or local tax
consequences.

Information Concerning the Company

         The Company hereby undertakes to provide without charge to each
participant to whom this document is delivered, upon written or oral request of
such participant, a copy of any and all the documents that have been
incorporated by reference in Item 3 of Part II of the latest Registration
Statement on Form S-8 relating to the Plan (which documents are incorporated by
reference into the prospectus) and any other documents required to be delivered
to participants pursuant to Rule 428(b) of the Securities Act of 1933.


                                       21
<PAGE>


Requests for all documents should be addressed to:

                           Edward Nelowet
                           Vice President - Human Resources
                           Xceed Inc.
                           488 Madison Avenue
                           New York, New York  10022
                           (212) 753-5511


Additional Information

         Additional information about the Plan and its administrators may be
obtained from the Mr. Edward Nelowet at the above address.



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