Exhibit 4.01

                                 Approved by Board of Directors on July 11, 2002
                                       Approved by Stockholders on July 15, 2002
                Share Numbers are Adjusted for Stock Dividend Paid July 29, 2002


                         GL ENERGY AND EXPLORATION, INC.

                          2002 Equity Performance Plan

Section 1.        Purpose; Definitions.

         1.1.   Purpose. The purpose of the GL Energy and Exploration, Inc. 2002
                -------
Equity  Performance  Plan  ("Plan")  is to enable  the  Company  to offer to its
employees,  officers,  directors  and  consultants  whose past,  present  and/or
potential  contributions to the Company and its  Subsidiaries  have been, are or
will be  important to the success of the Company,  an  opportunity  to acquire a
proprietary  interest in the Company.  The various types of long-term  incentive
awards that may be provided under the Plan will enable the Company to respond to
changes in compensation practices, tax laws, accounting regulations and the size
and diversity of its businesses.

         1.2.   Definitions. For purposes of the Plan, the following terms shall
                -----------
be defined as set forth below:

                (a)   "Agreement"  means the  agreement  between the Company and
the  Holder,  or such other  document  as may be  determined  by the  Committee,
setting forth the terms and conditions of an award under the Plan.

                (b)   "Board" means the Board of Directors of the Company.

                (c)   "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

                (d)   "Committee"  means the Stock Option Committee of the Board
or any other  committee of the Board that the Board may  designate to administer
the Plan or any portion  thereof.  If no  Committee is so  designated,  then all
references in this Plan to "Committee" shall mean the Board.

                (e)   "Common  Stock" means the Common Stock of the Company,  no
par value.

                (f)   "Company"  means  GL  Energy  and   Exploration   Inc.,  a
corporation organized under the laws of the State of Delaware.

                (g)   "Deferred  Stock" means Common Stock to be received  under
an award made pursuant to Section 8, below,  at the end of a specified  deferral
period.

                (h)   "Disability"   means  physical  or  mental  impairment  as
determined  under  procedures  established  by the Committee for purposes of the
Plan.

                (i)   "Effective Date" means the date set forth in Section 12.1,
below.

                (j)   "Fair  Market  Value",  unless  otherwise  required by any
applicable provision of the Code or any regulations issued thereunder, means, as
of any given date:  (i) if the Common  Stock is listed on a national  securities
exchange or quoted on the Nasdaq National Market or Nasdaq SmallCap Market,  the
last sale  price of the Common  Stock in the  principal  trading  market for the
Common Stock on such date,  as reported by the  exchange or Nasdaq,  as the case
may be; (ii) if the Common Stock is not listed on a national securities exchange
or quoted on the Nasdaq National Market or Nasdaq SmallCap Market, but is traded
in the  over-the-counter  market,  the closing bid price for the Common Stock on
such date,  as  reported by the OTC  Bulletin  Board or the  National  Quotation
Bureau,  Incorporated or similar publisher of such quotations;  and (iii) if the
fair market value of the Common Stock  cannot be  determined  pursuant to clause
(i) or (ii) above, such price as the Committee shall determine, in good faith.



                                       1
<PAGE>

                (k)   "Holder"  means a person who has  received  an award under
the Plan.

                (l)   "Incentive  Stock Option" means any Stock Option  intended
to be and  designated  as an  "incentive  stock  option"  within the  meaning of
Section 422 of the Code.

                (m)   "Nonqualified Stock Option" means any Stock Option that is
not an Incentive Stock Option.

                (n)   "Normal   Retirement"   means   retirement   from   active
employment  with the Company or any Subsidiary on or after such age which may be
designated by the Committee as "retirement age" for any particular Holder. If no
age is designated, it shall be 65.

                (o)   "Other  Stock-Based Award" means an award under Section 9,
below, that is valued in whole or in part by reference to, or is otherwise based
upon, Common Stock.

                (p)   "Parent" means any present or future "parent  corporation"
of the Company, as such term is defined in Section 424(e) of the Code.

                (q)   "Plan"  means  the GL Energy  and  Exploration  Inc.  2002
Equity Performance Plan, as hereinafter amended from time to time.

                (r)   "Repurchase Value" shall mean the Fair Market Value in the
event the award to be settled under Section 2.2(h) or repurchased  under Section
10.2 is  comprised  of shares of Common  Stock and the  difference  between Fair
Market  Value and the  Exercise  Price (if lower than Fair Market  Value) in the
event the award is a Stock  Option or Stock  Appreciation  Right;  in each case,
multiplied by the number of shares subject to the award.

                (s)   "Restricted  Stock" means Common Stock  received  under an
award made pursuant to Section 7, below,  that is subject to restrictions  under
said Section 7.

                (t)   "SAR Value"  means the excess of the Fair Market Value (on
the  exercise  date) over the  exercise  price that the  participant  would have
otherwise  had to pay to exercise the related  Stock  Option,  multiplied by the
number of shares for which the Stock Appreciation Right is exercised.

                (u)   "Stock Appreciation Right" means the right to receive from
the Company, on surrender of all or part of the related Stock Option,  without a
cash payment to the Company, a number of shares of Common Stock equal to the SAR
Value divided by the Fair Market Value (on the exercise date).

                (v)   "Stock  Option" or  "Option"  means any option to purchase
shares of Common Stock which is granted pursuant to the Plan.

                (w)   "Stock  Reload  Option"  means any  option  granted  under
Section 5.3 of the Plan.


                                       2
<PAGE>


                (x)   "Subsidiary"  means  any  present  or  future  "subsidiary
corporation"  of the Company,  as such term is defined in Section  424(f) of the
Code.

                (y)   "Vest" means to become  exercisable or to otherwise obtain
ownership rights in an award.

Section 2.        Administration.

         2.1.   Committee  Membership.  The Plan  shall be  administered  by the
                ---------------------
Board or a Committee.  Committee  members shall serve for such term as the Board
may in each case  determine,  and shall be subject to removal at any time by the
Board.  The  Committee  members,  to  the  extent  possible  and  deemed  to  be
appropriate by the Board,  shall be "non-employee  directors" as defined in Rule
16b-3  promulgated  under  the  Securities  Exchange  Act of  1934,  as  amended
("Exchange  Act"), and "outside  directors" within the meaning of Section 162(m)
of the Code.

         2.2.   Powers of Committee.  The Committee shall have full authority to
                -------------------
award,  pursuant  to the  terms of the  Plan:  (i)  Stock  Options,  (ii)  Stock
Appreciation  Rights,  (iii)  Restricted  Stock,  (iv) Deferred Stock, (v) Stock
Reload  Options  and/or  (vi)  Other   Stock-Based   Awards.   For  purposes  of
illustration  and not of  limitation,  the  Committee  shall have the  authority
(subject to the express provisions of this Plan):

                (a)   to  select  the   officers,   employees,   directors   and
consultants  of the  Company  or any  Subsidiary  to whom Stock  Options,  Stock
Appreciation  Rights,  Restricted  Stock,  Deferred Stock,  Reload Stock Options
and/or Other Stock-Based Awards may from time to time be awarded hereunder.

                (b)   to determine the terms and  conditions,  not  inconsistent
with the terms of the Plan, of any award granted hereunder  (including,  but not
limited to, number of shares,  share  exercise  price or types of  consideration
paid upon exercise of such options,  such as other  securities of the Company or
other property,  any  restrictions or  limitations,  and any vesting,  exchange,
surrender,  cancellation,  acceleration,  termination,  exercise  or  forfeiture
provisions, as the Committee shall determine);

                (c)   to determine any specified performance goals or such other
factors  or  criteria  which  need to be  attained  for the  vesting of an award
granted hereunder;

                (d)   to determine the terms and  conditions  under which awards
granted hereunder are to operate on a tandem basis and/or in conjunction with or
apart from other equity  awarded  under this Plan and cash and  non-cash  awards
made by the Company or any Subsidiary outside of this Plan;

                (e)   to permit a Holder  to elect to defer a payment  under the
Plan under such rules and procedures as the Committee may  establish,  including
the payment or crediting of interest on deferred amounts denominated in cash and
of dividend equivalents on deferred amounts denominated in Common Stock;

                (f)   to  determine  the extent and  circumstances  under  which
Common Stock and other amounts  payable with respect to an award hereunder shall
be deferred that may be either automatic or at the election of the Holder;

                (g)   to substitute (i) new Stock Options for previously granted
Stock  Options,  which  previously  granted  Stock  Options  have higher  option
exercise prices and/or contain other less favorable  terms,  and (ii) new awards
of any  other  type  for  previously  granted  awards  of the same  type,  which
previously granted awards are upon less favorable terms; and



                                       3
<PAGE>


                (h)   to make payments and distributions  with respect to awards
(i.e.,  to "settle"  awards)  through  cash  payments in an amount  equal to the
Repurchase Value.

         2.3.   Interpretation of Plan.

                (a)   Committee  Authority.  Subject to Section 11,  below,  the
Committee   shall  have  the   authority   to  adopt,   alter  and  repeal  such
administrative  rules,  guidelines and practices  governing the Plan as it shall
from time to time deem  advisable to interpret  the terms and  provisions of the
Plan  and any  award  issued  under  the  Plan  (and to  determine  the form and
substance of all agreements  relating thereto),  and to otherwise  supervise the
administration of the Plan.  Subject to Section 11, below, all decisions made by
the  Committee  pursuant  to the  provisions  of the  Plan  shall be made in the
Committee's  sole  discretion  and shall be final and binding  upon all persons,
including the Company, its Subsidiaries and Holders.

                (b)   Incentive  Stock  Options.  Anything  in the  Plan  to the
contrary notwithstanding, no term or provision of the Plan relating to Incentive
Stock  Options  (including  but not  limited  to Stock  Reload  Options or Stock
Appreciation  rights granted in conjunction  with an Incentive  Stock Option) or
any  Agreement  providing for  Incentive  Stock  Options  shall be  interpreted,
amended or altered, nor shall any discretion or authority granted under the Plan
be so exercised,  so as to disqualify the Plan under Section 422 of the Code or,
without the consent of the Holder(s) affected, to disqualify any Incentive Stock
Option under such Section 422.


Section 3.        Stock Subject to Plan.

         3.1.   Number of  Shares.  The total  number of shares of Common  Stock
                -----------------
reserved and  available for issuance  under the Plan shall be 6,000,000  shares.
Shares of Common Stock under the Plan  ("Shares")  may  consist,  in whole or in
part, of authorized  and unissued  shares or treasury  shares.  If any shares of
Common  Stock that have been  granted  pursuant  to a Stock  Option  cease to be
subject to a Stock Option,  or if any shares of Common Stock that are subject to
any Stock  Appreciation  Right,  Restricted  Stock award,  Deferred Stock award,
Reload Stock Option or Other  Stock-Based  Award granted hereunder are forfeited
or any such  award  otherwise  terminates  without a payment  being  made to the
Holder in the form of Common  Stock,  such shares shall again be  available  for
distribution  in  connection  with future grants and awards under the Plan. If a
Holder pays the exercise price of a Stock Option by surrendering  any previously
owned shares and/or arranges to have the appropriate  number of shares otherwise
issuable  upon  exercise   withheld  to  cover  the  withholding  tax  liability
associated with the Stock Option  exercise,  then the number of shares available
under  the Plan  shall be  increased  by the  lesser  of (i) the  number of such
surrendered  shares and shares used to pay taxes;  and (ii) the number of shares
purchased under such Stock Option.

         3.2.   Adjustment Upon Changes in Capitalization,  Etc. In the event of
                -----------------------------------------------
any merger,  reorganization,  consolidation,  common stock  dividend  payable on
shares of Common  Stock,  Common Stock split or reverse  split,  combination  or
exchange of shares of Common  Stock,  or other  extraordinary  or unusual  event
which  results  in a change in the  shares of Common  Stock of the  Company as a
whole,  the Committee  shall  determine,  in its sole  discretion,  whether such
change  equitably  requires an adjustment  in the terms of any award  (including
number of shares  subject to the award and the exercise  price) or the aggregate
number of shares reserved for issuance under the Plan. Any such adjustments will
be  made by the  Committee,  whose  determination  will be  final,  binding  and
conclusive.


Section 4.        Eligibility.

Awards may be made or granted to employees,  officers, directors and consultants
who are deemed to have rendered or to be able to render significant  services to
the Company or its  Subsidiaries  and who are deemed to have  contributed  or to
have the  potential to  contribute  to the success of the Company.  No Incentive
Stock  Option  shall be  granted to any  person  who is not an  employee  of the
Company or a Subsidiary at the time of grant.  Notwithstanding the foregoing, an
award  may be made or  granted  to a person  in  connection  with his  hiring or
retention,  or at any time on or after the date he reaches an agreement (oral or
written) with the Company with respect to such hiring or retention,  even though
it may be prior to the date the person first  performs  services for the Company
or its Subsidiaries;  provided, however, that no portion of any such award shall
vest prior to the date the person first performs such services.



                                       4
<PAGE>


Section 5.        Stock Options.

         5.1.   Grant and Exercise.  Stock Options granted under the Plan may be
                ------------------
of two types: (i) Incentive Stock Options and (ii)  Nonqualified  Stock Options.
Any  Stock  Option  granted  under  the  Plan  shall  contain  such  terms,  not
inconsistent  with this Plan, or with respect to Incentive  Stock  Options,  not
inconsistent  with the Plan and the Code, as the Committee may from time to time
approve. The Committee shall have the authority to grant Incentive Stock Options
or  Non-Qualified  Stock  Options,  or both types of Stock  Options which may be
granted  alone or in addition to other  awards  granted  under the Plan.  To the
extent that any Stock Option  intended to qualify as an  Incentive  Stock Option
does not so qualify, it shall constitute a separate Nonqualified Stock Option.

         5.2.   Terms and Conditions. Stock Options granted under the Plan shall
                --------------------
be subject to the following terms and conditions:

                (a)   Option Term.  The term of each Stock Option shall be fixed
by the  Committee;  provided,  however,  that an  Incentive  Stock Option may be
granted only within the ten-year  period  commencing from the Effective Date and
may only be  exercised  within  ten years of the date of grant (or five years in
the case of an Incentive Stock Option granted to an optionee who, at the time of
grant,  owns Common Stock  possessing more than 10% of the total combined voting
power of all classes of voting stock of the Company ("10% Stockholder").

                (b)   Exercise  Price.  The  exercise  price per share of Common
Stock  purchasable  under a Stock Option shall be determined by the Committee at
the time of grant  (but not less  than  par,  the par value of a share of Common
Stock).

                (c)   Exercisability. Stock Options shall be exercisable at such
time or times and subject to such terms and conditions as shall be determined by
the Committee and as set forth in Section 10, below. If the Committee  provides,
in its discretion,  that any Stock Option is exercisable  only in  installments,
i.e., that it vests over time, the Committee may waive such installment exercise
provisions at any time at or after the time of grant in whole or in part,  based
upon such factors as the Committee shall determine.

                (d)   Method  of  Exercise.  Subject  to  whatever  installment,
exercise and waiting  period  provisions  are  applicable in a particular  case,
Stock  Options may be  exercised in whole or in part at any time during the term
of the Option by giving written notice of exercise to the Company specifying the
number  of  shares  of  Common  Stock  to be  purchased.  Such  notice  shall be
accompanied by payment in full of the purchase price, which shall be in cash or,
if  provided  in the  Agreement,  either in shares  of Common  Stock  (including
Restricted Stock and other contingent  awards under this Plan) or partly in cash
and  partly in such  Common  Stock,  or such  other  means  which the  Committee
determines  are  consistent  with the Plan's  purpose and  applicable  law. Cash
payments  shall be made by wire  transfer,  certified  or bank check or personal
check, in each case payable to the order of the Company; provided, however, that
the Company shall not be required to deliver  certificates  for shares of Common
Stock  with  respect  to which an Option is  exercised  until  the  Company  has
confirmed  the receipt of good and  available  funds in payment of the  purchase
price thereof (except that, in the case of an exercise  arrangement  approved by
the Committee and described in the last sentence of this paragraph,  payment may
be made as soon as  practicable  after the  exercise).  Payments  in the form of
Common  Stock shall be valued at the Fair Market  Value on the date prior to the
date of exercise.  Such payments shall be made by delivery of stock certificates
in  negotiable  form that are effective to transfer good and valid title thereto
to the Company,  free of any liens or encumbrances.  Subject to the terms of the
Agreement,  the  Committee  may, in its sole  discretion,  at the request of the
Holder,  deliver upon the exercise of a Nonqualified  Stock Option a combination
of  shares  of  Deferred  Stock  and  Common  Stock;  provided,  however,  that,
notwithstanding  the  provisions of Section 8 of the Plan,  such Deferred  Stock
shall be fully vested and not subject to forfeiture. A Holder shall have none of
the rights of a  Stockholder  with  respect to the shares  subject to the Option
until such shares  shall be  transferred  to the Holder upon the exercise of the
Option.  The  Committee  may permit a Holder to elect to pay the Exercise  Price
upon the exercise of a Stock Option by irrevocably  authorizing a third party to
sell shares of Common  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 sale proceeds to pay the entire  Exercise  Price and any tax  withholding
resulting from such exercise.


                                       5
<PAGE>


                (e)   Transferability.  Except  as may be set  forth in the next
sentence  of  this  Section  or in the  Agreement,  no  Stock  Option  shall  be
transferable  by the Holder  other  than by will or by the laws of  descent  and
distribution,  and all Stock Options shall be  exercisable,  during the Holder's
lifetime,  only  by the  Holder  (or,  to the  extent  of  legal  incapacity  or
incompetency,  the Holder's guardian or legal  representative).  Notwithstanding
the  foregoing,  a Holder,  with the approval of the  Committee,  may transfer a
Stock  Option  (i) (A) by  gift,  for no  consideration,  or (B)  pursuant  to a
domestic  relations order, in either case, to or for the benefit of the Holder's
"Immediate  Family" (as defined below), or (ii) to an entity in which the Holder
and/or members of Holder's  Immediate  Family own more than fifty percent of the
voting  interest,  in exchange for an interest in that  entity,  subject to such
limits as the Committee may establish and the execution of such documents as the
Committee may require,  and the transferee shall remain subject to all the terms
and conditions  applicable to the Stock Option prior to such transfer.  The term
"Immediate  Family"  shall  mean  any  child,  stepchild,   grandchild,  parent,
stepparent,   grandparent,   spouse,  former  spouse,  sibling,  niece,  nephew,
mother-in-law,  father-in-law,  son-in-law,  daughter-in-law,  brother-in-law or
sister-in-law, including adoptive relationships, any person sharing the Holder's
household (other than a tenant or employee), a trust in which these persons have
more than fifty  percent  beneficial  interest,  and a foundation in which these
persons (or the Holder) control the management of the assets.

                (f)   Termination by Reason of Death.  If a Holder's  employment
by the Company or a Subsidiary  terminates by reason of death,  any Stock Option
held by such Holder,  unless otherwise determined by the Committee and set forth
in the  Agreement,  shall  thereupon  automatically  terminate,  except that the
portion of such Stock Option that has vested on the date of death may thereafter
be exercised by the legal  representative of the estate or by the legatee of the
Holder  under the will of the  Holder,  for a period of one year (or such  other
greater or lesser period as the Committee may specify in the Agreement) from the
date of such  death or until the  expiration  of the  stated  term of such Stock
Option, whichever period is shorter.

                (g)   Termination  by  Reason  of  Disability.   If  a  Holder's
employment by the Company or any Subsidiary  terminates by reason of Disability,
any  Stock  Option  held by such  Holder,  unless  otherwise  determined  by the
Committee  and  set  forth  in  the  Agreement,  shall  thereupon  automatically
terminate,  except that the portion of such Stock  Option that has vested on the
date of  termination  may  thereafter be exercised by the Holder for a period of
one year (or such other greater or lesser period as the Committee may specify in
the  Agreement)  from the date of such  termination  of  employment or until the
expiration of the stated term of such Stock Option, whichever period is shorter.

                (h)   Other  Termination.  Subject to the  provisions of Section
13.3,  below, and unless otherwise  determined by the Committee and set forth in
the Agreement, if such Holder's employment or retention by, or association with,
the  Company or any  Subsidiary  terminates  for any reason  other than death or
Disability,  the Stock Option shall thereupon  automatically  terminate,  except
that if the Holder's  employment  is  terminated  by the Company or a Subsidiary
without cause or due to Normal Retirement, then the portion of such Stock Option
that has vested on the date of  termination  of employment  may be exercised for
the lesser of three months after  termination  of  employment  or the balance of
such Stock Option's term.



                                       6
<PAGE>

                (i)   Additional Incentive Stock Option Limitation.  In the case
of an Incentive  Stock Option,  the aggregate  Fair Market Value (on the date of
grant of the  Option)  with  respect to which  Incentive  Stock  Options  become
exercisable  for the first time by a Holder  during any calendar year (under all
such plans of the  Company  and its Parent  and  Subsidiaries)  shall not exceed
$100,000.

                (j)   Buyout and Settlement Provisions. The Committee may at any
time,  in its sole  discretion,  offer to  repurchase a Stock Option  previously
granted,  based upon such terms and conditions as the Committee  shall establish
and communicate to the Holder at the time that such offer is made.

         5.3.   Stock Reload Option.  If a Holder tenders shares of Common Stock
                -------------------
to pay  the  exercise  price  of a Stock  Option  ("Underlying  Option")  and/or
arranges  to have a portion  of the  shares  otherwise  issuable  upon  exercise
withheld to pay the applicable  withholding  taxes, then the Holder may receive,
at the discretion of the  Committee,  a new Stock Reload Option to purchase that
number of shares of Common  Stock equal to the number of shares  tendered to pay
the exercise price and the  withholding  taxes (but only if such tendered shares
were held by the Holder for at least six months).  Stock  Reload  Options may be
any type of option  permitted under the Code and will be granted subject to such
terms,  conditions,  restrictions  and  limitations  as may be determined by the
Committee  from time to time.  Such Stock  Reload  Option shall have an exercise
price  equal  to the  Fair  Market  Value  as of the  date  of  exercise  of the
Underlying Option.  Unless the Committee  determines  otherwise,  a Stock Reload
Option may be exercised commencing one year after it is granted and shall expire
on the date of expiration of the Underlying Option to which the Reload Option is
related.


Section 6.        Stock Appreciation Rights.

         6.1.   Grant and Exercise.  The Committee may grant Stock  Appreciation
                ------------------
Rights to  participants  who have been or are being  granted Stock Options under
the Plan as a means of  allowing  such  participants  to  exercise  their  Stock
Options  without the need to pay the  exercise  price in cash.  In the case of a
Nonqualified  Stock Option, a Stock  Appreciation Right may be granted either at
or after the time of the grant of such Nonqualified Stock Option. In the case of
an Incentive Stock Option, a Stock Appreciation Right may be granted only at the
time of the grant of such Incentive Stock Option.

         6.2.   Terms and Conditions. Stock Appreciation Rights shall be subject
                --------------------
to the following terms and conditions:

                (a)   Exercisability.   Stock   Appreciation   Rights  shall  be
exercisable  as  shall  be  determined  by the  Committee  and set  forth in the
Agreement,  subject to the limitations, if any, imposed by the Code with respect
to related Incentive Stock Options.

                (b)   Termination.  A Stock  Appreciation  Right shall terminate
and shall no longer be  exercisable  upon the  termination  or  exercise  of the
related Stock Option.

                (c)   Method of  Exercise.  Stock  Appreciation  Rights shall be
exercisable  upon  such  terms  and  conditions  as shall be  determined  by the
Committee  and set forth in the  Agreement and by  surrendering  the  applicable
portion of the related  Stock  Option.  Upon such  exercise and  surrender,  the
Holder  shall be entitled to receive a number of shares of Common Stock equal to
the  SAR  Value  divided  by the  Fair  Market  Value  on  the  date  the  Stock
Appreciation Right is exercised.

                (d)   Shares  Affected  Upon  Plan.  The  granting  of  a  Stock
Appreciation  Right  shall not  affect  the  number  of  shares of Common  Stock
available  under for awards under the Plan.  The number of shares  available for
awards  under the Plan  will,  however,  be  reduced  by the number of shares of
Common Stock  acquirable  upon  exercise of the Stock Option to which such Stock
Appreciation Right relates.



                                       7
<PAGE>


Section 7.        Restricted Stock.

         7.1.   Grant. Shares of Restricted Stock may be awarded either alone or
                -----
in  addition  to other  awards  granted  under the  Plan.  The  Committee  shall
determine the eligible  persons to whom, and the time or times at which,  grants
of  Restricted  Stock will be awarded,  the number of shares to be awarded,  the
price (if any) to be paid by the  Holder,  the time or times  within  which such
awards may be subject to forfeiture ("Restriction Period"), the vesting schedule
and rights to  acceleration  thereof and all other terms and  conditions  of the
awards.

         7.2.   Terms and  Conditions.  Each  Restricted  Stock  award  shall be
                ---------------------
subject to the following terms and conditions:

                (a)   Certificates.  Restricted  Stock,  when  issued,  will  be
represented by a stock certificate or certificates registered in the name of the
Holder  to whom such  Restricted  Stock  shall  have been  awarded.  During  the
Restriction  Period,  certificates  representing  the  Restricted  Stock and any
securities  constituting Retained  Distributions (as defined below) shall bear a
legend to the effect that ownership of the  Restricted  Stock (and such Retained
Distributions) and the enjoyment of all rights  appurtenant  thereto are subject
to the  restrictions,  terms  and  conditions  provided  in  the  Plan  and  the
Agreement.  Such certificates shall be deposited by the Holder with the Company,
together with stock powers or other instruments of assignment,  each endorsed in
blank,  which will  permit  transfer to the Company of all or any portion of the
Restricted Stock and any securities  constituting  Retained  Distributions  that
shall be forfeited or that shall not become vested in  accordance  with the Plan
and the Agreement.

                (b)   Rights of Holder. Restricted Stock shall constitute issued
and outstanding  shares of Common Stock for all corporate  purposes.  The Holder
will have the right to vote such  Restricted  Stock,  to receive  and retain all
regular cash dividends and other cash equivalent  distributions as the Board may
in its sole discretion designate, pay or distribute on such Restricted Stock and
to exercise all other rights,  powers and privileges of a holder of Common Stock
with respect to such Restricted  Stock,  with the exceptions that (i) the Holder
will not be  entitled  to  delivery  of the stock  certificate  or  certificates
representing  such  Restricted  Stock until the  Restriction  Period  shall have
expired and unless all other  vesting  requirements  with respect  thereto shall
have  been  fulfilled;  (ii)  the  Company  will  retain  custody  of the  stock
certificate  or  certificates  representing  the  Restricted  Stock  during  the
Restriction  Period;  (iii) other than  regular  cash  dividends  and other cash
equivalent  distributions as the Board may in its sole discretion designate, pay
or distribute,  the Company will retain custody of all distributions  ("Retained
Distributions")  made or declared with respect to the Restricted Stock (and such
Retained  Distributions  will be  subject  to the same  restrictions,  terms and
conditions as are applicable to the Restricted  Stock) until such time, if ever,
as the Restricted Stock with respect to which such Retained  Distributions shall
have been made,  paid or declared  shall have become  vested and with respect to
which the  Restriction  Period shall have  expired;  (iv) a breach of any of the
restrictions,  terms or  conditions  contained in this Plan or the  Agreement or
otherwise  established by the Committee with respect to any Restricted  Stock or
Retained  Distributions will cause a forfeiture of such Restricted Stock and any
Retained Distributions with respect thereto.

                (c)   Vesting;   Forfeiture.   Upon   the   expiration   of  the
Restriction  Period  with  respect  to each  award of  Restricted  Stock and the
satisfaction of any other applicable restrictions,  terms and conditions (i) all
or part of such  Restricted  Stock shall become  vested in  accordance  with the
terms of the  Agreement,  subject to Section 10,  below,  and (ii) any  Retained
Distributions  with respect to such Restricted  Stock shall become vested to the
extent that the  Restricted  Stock  related  thereto  shall have become  vested,
subject  to  Section  10,  below.   Any  such  Restricted   Stock  and  Retained
Distributions  that do not vest shall be forfeited to the Company and the Holder
shall not thereafter have any rights with respect to such  Restricted  Stock and
Retained Distributions that shall have been so forfeited.



                                       8
<PAGE>


Section 8.        Deferred Stock.

         8.1.   Grant.  Shares of Deferred  Stock may be awarded either alone or
                -----
in  addition  to other  awards  granted  under the  Plan.  The  Committee  shall
determine the eligible  persons to whom and the time or times at which grants of
Deferred  Stock will be awarded,  the number of shares of  Deferred  Stock to be
awarded to any person,  the duration of the period  ("Deferral  Period")  during
which, and the conditions  under which,  receipt of the shares will be deferred,
and all the other terms and conditions of the awards.

         8.2.   Terms and Conditions. Each Deferred Stock award shall be subject
                --------------------
to the following terms and conditions:

                (a)   Certificates. At the expiration of the Deferral Period (or
the  Additional  Deferral  Period  referred to in Section  8.2 (d) below,  where
applicable),  share certificates shall be issued and delivered to the Holder, or
his legal representative, representing the number equal to the shares covered by
the Deferred Stock award.

                (b)   Rights of Holder.  A person  entitled to receive  Deferred
Stock shall not have any rights of a  Stockholder  by virtue of such award until
the expiration of the applicable  Deferral  Period and the issuance and delivery
of the certificates  representing  such Common Stock. The shares of Common Stock
issuable upon expiration of the Deferral Period shall not be deemed  outstanding
by the Company until the expiration of such Deferral Period and the issuance and
delivery of such Common Stock to the Holder.

                (c)   Vesting;  Forfeiture.  Upon the expiration of the Deferral
Period with respect to each award of Deferred Stock and the  satisfaction of any
other applicable restrictions, terms and conditions all or part of such Deferred
Stock shall become vested in accordance with the terms of the Agreement, subject
to  Section  10,  below.  Any such  Deferred  Stock  that does not vest shall be
forfeited  to the Company and the Holder  shall not  thereafter  have any rights
with respect to such Deferred Stock.

                (d)   Additional  Deferral  Period. A Holder may request to, and
the Committee may at any time,  defer the receipt of an award (or an installment
of an award)  for an  additional  specified  period or until a  specified  event
("Additional  Deferral  Period").  Subject  to  any  exceptions  adopted  by the
Committee,  such  request  must  generally  be made at least  one year  prior to
expiration  of the  Deferral  Period  for such  Deferred  Stock  award  (or such
installment).


Section 9.        Other Stock-Based Awards.

Other Stock-Based Awards may be awarded, subject to limitations under applicable
law, that are denominated or payable in, valued in whole or in part by reference
to, or otherwise  based on or related to, shares of Common  Stock,  as deemed by
the Committee to be consistent with the purposes of the Plan, including, without
limitation,  purchase  rights,  shares of  Common  Stock  awarded  which are not
subject  to  any   restrictions  or  conditions,   convertible  or  exchangeable
debentures,  or other rights  convertible into shares of Common Stock and awards
valued  by  reference  to the  value  of  securities  of or the  performance  of
specified Subsidiaries.  Other Stock-Based Awards may be awarded either alone or
in addition to or in tandem with any other  awards  under this Plan or any other
plan of the Company. Each other Stock-Based Award shall be subject to such terms
and conditions as may be determined by the Committee.


Section 10.       Accelerated Vesting and Exercisability.

         10.1.  Non-Approved Transactions. If any "person" (as such term is used
                -------------------------
in Sections  13(d) and 14(d) of the Exchange Act of 1934, as amended  ("Exchange
Act")),  is or becomes the  "beneficial  owner" (as referred in Rule 13d-3 under
the  Exchange  Act),  directly  or  indirectly,  of  securities  of the  Company
representing  more than 50% of the combined  voting power of the Company's  then
outstanding  securities  in one or more  transactions,  and the  Board  does not
authorize or otherwise approve such acquisition, then the vesting periods of any
and all Stock Options and other awards  granted and  outstanding  under the Plan
shall be accelerated and all such Stock Options and awards will  immediately and
entirely vest, and the respective  holders thereof will have the immediate right
to  purchase  and/or  receive  any and all  Common  Stock  subject to such Stock
Options  and  awards on the  terms  set  forth in this  Plan and the  respective
agreements respecting such Stock Options and awards.



                                       9
<PAGE>


         10.2.  Approved  Transactions.  The  Committee  may, in the event of an
                ----------------------
acquisition of substantially  all of the Company's assets or at least 50% of the
combined  voting power of the Company's  then  outstanding  securities in one or
more transactions  (including by way of merger or reorganization) which has been
approved by the Company's Board of Directors,  (i) accelerate the vesting of any
and all Stock Options and other awards granted and  outstanding  under the Plan,
and (ii)  require a Holder of any award  granted  under this Plan to  relinquish
such award to the Company upon the tender by the Company to Holder of cash in an
amount equal to the Repurchase Value of such award.


Section 11.       Amendment and Termination.

The Board  may at any  time,  and from time to time,  amend  alter,  suspend  or
discontinue  any of the  provisions of the Plan,  but no amendment,  alteration,
suspension  or  discontinuance  shall be made that would  impair the rights of a
Holder  under any  Agreement  theretofore  entered into  hereunder,  without the
Holder's consent.


Section 12.       Term of Plan.

         12.1.  Effective Date. The Plan shall be effective as of July 11, 2002,
                --------------
subject to the  approval of the Plan by the  Company's  stockholders  within one
year after the Effective  Date.  Any awards granted under the Plan prior to such
approval  shall be  effective  when  made  (unless  otherwise  specified  by the
Committee at the time of grant),  but shall be conditioned upon, and subject to,
such approval of the Plan by the Company's stockholders and no awards shall vest
or otherwise become free of restrictions prior to such approval.

         12.2.  Termination  Date.  Unless  terminated  by the Board,  this Plan
                -----------------
shall continue to remain  effective  until such time as no further awards may be
granted  and all  awards  granted  under  the  Plan are no  longer  outstanding.
Notwithstanding  the  foregoing,  grants of Incentive  Stock Options may be made
only during the ten year period following the Effective Date.


Section 13.       General Provisions.

         13.1.  Written  Agreements.  Each award granted under the Plan shall be
                -------------------
confirmed  by, and shall be subject to the terms of, the  Agreement  executed by
the Company and the Holder,  or such other  document as may be determined by the
Committee.  The  Committee  may  terminate  any award made under the Plan if the
Agreement relating thereto is not executed and returned to the Company within 10
days  after  the  Agreement  has been  delivered  to the  Holder  for his or her
execution.

         13.2.  Unfunded  Status of Plan.  The Plan is intended to constitute an
                ------------------------
"unfunded"  plan for  incentive and deferred  compensation.  With respect to any
payments not yet made to a Holder by the Company, nothing contained herein shall
give any such  Holder  any  rights  that are  greater  than  those of a  general
creditor of the Company.



                                       10
<PAGE>


         13.3.  Employees.

                (a)   Engaging in Competition With the Company;  Solicitation of
Customers and Employees;  Disclosure of Confidential Information.  If a Holder's
employment  with the  Company  or a  Subsidiary  is  terminated  for any  reason
whatsoever,  and within 12 months after the date thereof such Holder  either (i)
accepts  employment with any competitor of, or otherwise  engages in competition
with,  the Company or any of its  Subsidiaries,  (ii)  solicits any customers or
employees  of the  Company or any of its  Subsidiaries  to do  business  with or
render  services  to the Holder or any  business  with which the Holder  becomes
affiliated or to which the Holder renders  services or (iii) discloses to anyone
outside  the  Company or uses any  confidential  information  or material of the
Company or any of its Subsidiaries in violation of the Company's policies or any
agreement  between  the Holder and the Company or any of its  Subsidiaries,  the
Committee,  in its sole  discretion,  may  require  such Holder to return to the
Company the  economic  value of any Shares that was realized or obtained by such
Holder at any time  during the period  beginning  on the date that is six months
prior to the date such Holder's  employment  with the Company is terminated.  In
such event,  Holder agrees to remit to the Company,  in cash, an amount equal to
the  difference  between  the Fair  Market  Value of the  Shares  on the date of
termination  (or the sales  price of such  Shares if the Shares were sold during
such six month  period)  and the  price the  Holder  paid the  Company  for such
Shares.

                (b)   Termination  for Cause.  The Committee  may, if a Holder's
employment  with the Company or a Subsidiary is terminated for cause,  annul any
award  granted  under  this  Plan to such  employee  and,  in  such  event,  the
Committee,  in its sole  discretion,  may  require  such Holder to return to the
Company the  economic  value of any Shares that was realized or obtained by such
Holder at any time during the period  beginning  on that date that is six months
prior to the date such Holder's  employment  with the Company is terminated.  In
such event,  Holder agrees to remit to the Company,  in cash, an amount equal to
the  difference  between  the Fair  Market  Value of the  Shares  on the date of
termination  (or the sales  price of such  Shares if the Shares were sold during
such six month  period)  and the  price the  Holder  paid the  Company  for such
Shares.

                (c)   No Right of Employment.  Nothing  contained in the Plan or
in any award  hereunder  shall be deemed to  confer  upon any  Holder  who is an
employee of the Company or any Subsidiary any right to continued employment with
the Company or any Subsidiary,  nor shall it interfere in any way with the right
of the Company or any  Subsidiary to terminate the  employment of any Holder who
is an employee at any time.

         13.4.  Investment  Representations;  Company Policy.  The Committee may
                --------------------------------------------
require each person  acquiring shares of Common Stock pursuant to a Stock Option
or other  award  under the Plan to  represent  to and agree with the  Company in
writing that the Holder is acquiring the shares for investment without a view to
distribution thereof. Each person acquiring shares of Common Stock pursuant to a
Stock  Option or other  award  under the Plan shall be  required to abide by all
policies of the Company in effect at the time of such acquisition and thereafter
with respect to the ownership and trading of the Company's securities.

         13.5.  Additional Incentive Arrangements. Nothing contained in the Plan
                ---------------------------------
shall  prevent  the Board  from  adopting  such  other or  additional  incentive
arrangements  as it may deem  desirable,  including,  but not  limited  to,  the
granting of Stock  Options and the awarding of Common  Stock and cash  otherwise
than under the Plan; and such arrangements may be either generally applicable or
applicable only in specific cases.

         13.6.  Withholding Taxes. Not later than the date as of which an amount
                -----------------
must first be included in the gross income of the Holder for Federal  income tax
purposes  with  respect to any Stock  Option or other award under the Plan,  the
Holder  shall  pay to the  Company,  or make  arrangements  satisfactory  to the
Committee  regarding  the payment of, any Federal,  state and local taxes of any
kind  required  by law to be withheld or paid with  respect to such  amount.  If
permitted  by the  Committee,  tax  withholding  or payment  obligations  may be
settled with Common Stock, including Common Stock that is part of the award that
gives rise to the withholding requirement.  The obligations of the Company under
the Plan shall be conditioned  upon such payment or arrangements and the Company
or the Holder's  employer (if not the Company) shall, to the extent permitted by
law,  have the right to  deduct  any such  taxes  from any  payment  of any kind
otherwise due to the Holder from the Company or any Subsidiary.



                                       11
<PAGE>


         13.7.  Governing  Law.  The Plan and all awards made and actions  taken
                --------------
thereunder shall be governed by and construed in accordance with the laws of the
State of  Delaware  (without  regard  to choice  of law  provisions);  provided,
however,  that all  matters  relating  to or  involving  corporate  law shall be
governed by the laws of the State of Delaware.

         13.8.  Other Benefit Plans.  Any award granted under the Plan shall not
                -------------------
be deemed  compensation for purposes of computing  benefits under any retirement
plan of the Company or any  Subsidiary  and shall not affect any benefits  under
any  other  benefit  plan  now  or   subsequently  in  effect  under  which  the
availability  or amount of  benefits  is  related  to the level of  compensation
(unless  required by specific  reference  in any such other plan to awards under
this Plan).

         13.9.  Non-Transferability.  Except as otherwise  expressly provided in
                -------------------
the Plan or the Agreement,  no right or benefit under the Plan may be alienated,
sold, assigned, hypothecated,  pledged, exchanged, transferred,  encumbranced or
charged,  and any  attempt  to  alienate,  sell,  assign,  hypothecate,  pledge,
exchange, transfer, encumber or charge the same shall be void.

         13.10. Applicable  Laws. The obligations of the Company with respect to
                ----------------
all  Stock  Options  and  awards  under  the Plan  shall be  subject  to (i) all
applicable  laws,  rules and regulations and such approvals by any  governmental
agencies as may be required,  including,  without limitation, the Securities Act
of 1933 (the "Securities  Act"), as amended,  and (ii) the rules and regulations
of any securities exchange on which the Common Stock may be listed.

         13.11. Conflicts.  If any of the terms or  provisions of the Plan or an
                ---------
Agreement  conflict with the  requirements of Section 422 of the Code, then such
terms or provisions  shall be deemed  inoperative to the extent they so conflict
with such  requirements.  Additionally,  if this Plan or any Agreement  does not
contain any  provision  required to be included  herein under Section 422 of the
Code, such provision shall be deemed to be incorporated  herein and therein with
the same force and effect as if such provision had been set out at length herein
and therein.  If any of the terms or provisions  of any Agreement  conflict with
any terms or  provisions  of the Plan,  then such terms or  provisions  shall be
deemed  inoperative to the extent they so conflict with the  requirements of the
Plan. Additionally,  if any Agreement does not contain any provision required to
be  included  therein  under  the  Plan,  such  provision  shall be deemed to be
incorporated  therein  with the same force and effect as if such  provision  had
been set out at length therein.

         13.12. Non-Registered   Stock.   The  shares  of  Common  Stock  to  be
                ----------------------
distributed under this Plan have not been, as of the Effective Date,  registered
under the Securities Act of 1933, as amended, or any applicable state or foreign
securities  laws and the Company has no obligation to any Holder to register the
Common Stock or to assist the Holder in obtaining an exemption  from the various
registration requirements,  or to list the Common Stock on a national securities
exchange or any other trading or quotation system, including the Nasdaq National
Market and Nasdaq SmallCap Market.





                                       12
<PAGE>




                                 Plan Amendments
                                 ---------------


                                                                     Initials
                   Date Approved                                    of Attorney
 Date Approved    by Stockholders,    Sections    Description of     Effecting
   by Board         if necessary      Amended       Amendments       Amendment
 -------------    ----------------    --------    --------------    -----------









                                       13
<PAGE>