MILITARY RESALE GROUP INC.
                           2001 EQUITY INCENTIVE PLAN


       This Military  Resale Group Inc. 2001 Equity  Incentive Plan (the "PLAN")
is  established  by Military  Resale  Group Inc.,  a New York  corporation  (the
"COMPANY"), effective as of December 14, 2001 (the "EFFECTIVE DATE"), subject to
the  approval  of the  shareholders  of the  Company  within  twelve (12) months
thereafter.  Capitalized terms not otherwise defined shall have the meanings set
forth in Section 25.

       1.     PURPOSE.  The Plan is  intended  to provide  qualifying  Employees
(including officers and Directors),  Independent  Directors and Consultants with
equity ownership in the Company,  thereby  strengthening their commitment to the
success  of the  Company,  promoting  the  identity  of  interests  between  the
Company's shareholders and such Employees, Independent Directors and Consultants
and  stimulating  their  efforts  on behalf of the  Company,  and to assist  the
Company in attracting and retaining talented personnel.

       2.     SCOPE OF THE  PLAN.  Subject  to  adjustment  in  accordance  with
Section 20, the total  number of Shares for which grants under the Plan shall be
available is 1,500,000. If any Shares subject to any Award granted hereunder are
forfeited or such Award otherwise terminates without the issuance of such Shares
or for other  consideration  in lieu of such Shares,  the Shares subject to such
Award,  to the extent of any such  forfeiture  or  termination,  shall  again be
available  for  grant  under  the  Plan.  Shares  awarded  under the Plan may be
treasury shares or newly-issued shares.

       3.     ADMINISTRATION.

              (a)    The Plan shall be  administered  by a Committee which shall
consist of at least two or more  members of the Board,  all of whom,  so long as
the Company remains a Public Company, shall qualify as "non-employee  directors"
under  Section  (b)(3)(i) of Rule 16b-3.  The number of members of the Committee
may from time to time be  increased  or  decreased,  and so long as the  Company
remains a Public  Company,  shall be  subject to such  conditions,  as the Board
deems  appropriate  to permit  transactions  in Shares  pursuant  to the Plan to
satisfy such conditions of Rule 16b-3 as then in effect.

              (b)    Subject  to  the  express   provisions  of  the  Plan,  the
Committee has full and final authority and discretion as follows:

                     (i)    to  determine  when  and to whom  Awards  should  be
       granted and the terms,  conditions  and  restrictions  applicable to each
       Award,  including,  without  limitation,  (A) the  exercise  price of the
       Award,  (B) the method of payment for Shares  purchased upon the exercise
       of the  Award,  (C) the  method of  satisfaction  of any tax  withholding
       obligation  arising in connection with the Award,  (D) the timing,  terms
       and conditions of the  exercisability  of the Award or the vesting of any
       Shares acquired upon the exercise thereof, (E) the time of the expiration
       of the vesting of any Shares acquired upon the

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       exercise  thereof,  (F)  the  effect  of  the  Grantee's  termination  of
       employment or service with the Company on any of the  foregoing,  (G) all
       other terms,  conditions and restrictions applicable to the Award or such
       Shares  not  inconsistent  with the  terms of the Plan,  (H) the  benefit
       payable  under  any SAR or  Performance  Share,  and (I)  whether  or not
       specific Awards shall be identified with other specific Awards, and if so
       whether they shall be exercisable cumulatively with, or alternatively to,
       such other specific Awards;

                     (ii)   to  determine  the  amount,  if any,  that a Grantee
       shall pay for Restricted Shares, whether to permit or require the payment
       of cash dividends  thereon to be deferred and the terms related  thereto,
       when Restricted  Shares  (including  Restricted  Shares acquired upon the
       exercise of any Award) shall be  forfeited  and whether such Shares shall
       be held in escrow;

                     (iii)  to interpret the Plan and to make all determinations
       necessary or advisable for the administration of the Plan;

                     (iv)   to make,  amend and rescind  rules,  guidelines  and
       policies relating to the Plan, or to adopt supplements to, or alternative
       versions of, the Plan, including,  without limitation, rules with respect
       to the  exercisability  and forfeitability of Awards upon the termination
       of employment or service of a Grantee;

                     (v)    to determine the terms,  conditions and restrictions
       of all Award  Agreements  (which  need not be  identical)  and,  with the
       consent of the  Grantee,  to amend any such Award  Agreement at any time,
       among  other  things,  to permit  transfers  of such Awards to the extent
       permitted by the Plan,  except that the consent of the Grantee  shall not
       be required for any  amendment  which (A) does not  adversely  affect the
       rights of the Grantee or (B) is necessary or advisable (as  determined by
       the  Committee)  to carry out the purpose of the Award as a result of any
       change in applicable law;

                     (vi)   to  cancel,   with  the  consent  of  the   Grantee,
       outstanding Awards and to grant new Awards in substitution therefor;

                     (vii)  to  accelerate   the   exercisability   of,  and  to
       accelerate or waive any or all of the terms,  conditions and restrictions
       applicable to, any Award or any group of Awards for any reason and at any
       time,  including in connection  with a termination  of employment  (other
       than for Cause);

                     (viii) subject to Section  6(c),  to extend the time during
       which any Award or group of Awards may be exercised;

                     (ix)   to make such  adjustments or modifications to Awards
       to Grantees working outside the United States as are advisable to fulfill
       the purposes of the Plan;

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                     (x)    to impose  such  additional  terms,  conditions  and
       restrictions  upon the  grant,  exercise  or  retention  of Awards as the
       Committee  may,  before  or  concurrent  with  the  grant  thereof,  deem
       appropriate; and

                     (xi)   to take any other action with respect to any matters
       relating to the Plan for which it is responsible.

                     The  determination of the Committee on all matters relating
       to the Plan or any Award Agreement shall be final.

       4.     INDEMNIFICATION  AND  REIMBURSEMENT.  Service  as a member  of the
Committee or any other duly appointed subcommittee shall constitute service as a
Board  member,   and  such  members  shall   accordingly  be  entitled  to  full
indemnification  and reimbursement as Board members for their service as members
of the Committee or any other duly appointed subcommittee. No Committee or other
duly appointed  subcommittee member shall be liable for any act or omission made
in good faith with respect to the Plan or any Award granted under the Plan.

       5.     ELIGIBILITY. The Committee may, in its discretion, grant Awards to
any Eligible Person,  whether or not he or she has previously received an Award,
except in the case of an ISO,  which can only be granted to an  Employee  of the
Company or any Subsidiary.

       6.     CONDITIONS TO GRANTS.

              (a)    GENERAL  CONDITIONS.  Awards  shall be evidenced by written
Award Agreements  specifying the number of Shares covered thereby,  in such form
as the  Committee  shall  from  time to time  establish.  Award  Agreements  may
incorporate  all or any of the terms of the Plan by  reference  and shall comply
with and be subject to the following terms and conditions:

                     (i)    The  Grant  Date of an  Award  shall  be the date on
       which the  Committee  grants the Award or such later date as specified in
       advance by the Committee;

                     (ii)   In the case of an Award of options,  the Option Term
       shall  under no  circumstances  extend more than ten (10) years after the
       Grant  Date  and  shall be  subject  to  earlier  termination  as  herein
       provided; and

                     (iii)  Any terms and  conditions  of an Award not set forth
       in the Plan  shall be set forth in the Award  Agreement  related  to that
       Award.

              (b)    GRANT OF  OPTIONS.  No later  than  the  Grant  Date of any
option,  the Committee shall determine the Option Price of such option.  Subject
to Section 6(c), the Option Price of an option may be the Fair Market Value of a
Share on the Grant Date or may be less than or more than that Fair Market Value.
An  option  shall be  exercisable  for  unrestricted  Shares,  unless  the Award
Agreement provides that it is exercisable for Restricted Shares.

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              (c)    GRANT OF ISOS. At the time of the grant of any option,  the
Committee  may, in its  discretion,  designate  that such  option  shall be made
subject  to  additional  restrictions  to permit  the  option to  qualify  as an
"incentive  stock option" under the requirements of Section 422 of the Code. Any
option designated as an ISO:

                     (i)    shall have an Option Price that is not less than the
       Fair  Market  Value of a Share on the Grant Date and, if granted to a Ten
       Percent  Owner,  have an Option  Price  that is not less than 110% of the
       Fair Market Value of a Share on the Grant Date;

                     (ii)   shall  be for a  period  of not  more  than ten (10)
       years  and,  if granted to a Ten  Percent  Owner,  not more than five (5)
       years, from the Grant Date and shall be subject to earlier termination as
       provided herein or in the applicable Award Agreement;

                     (iii)  shall  meet  the  limitations  of this  subparagraph
       6(c)(iii).  If the aggregate  Fair Market Value of Shares with respect to
       which ISOs first become  exercisable  by a Grantee in any  calendar  year
       exceeds the limit determined in accordance with the provisions of Section
       422 of the Code (the "LIMIT")  taking into account  Shares subject to all
       ISOs granted by the Company that are held by the Grantee, the excess will
       be treated as  nonqualified  options.  To determine  whether the Limit is
       exceeded,  the Fair Market  Value of Shares  subject to options  shall be
       determined  as of the Grant Dates of the options.  In reducing the number
       of options treated as ISOs to meet the Limit,  the most recently  granted
       options will be reduced first. If a reduction of  simultaneously  granted
       options is necessary to meet the Limit, the Committee may designate which
       Shares are to be treated as Shares acquired pursuant to an ISO;

                     (iv)   shall be  granted  within  ten (10)  years  from the
       Effective Date;

                     (v)    shall require the Grantee to notify the Committee of
       any  disposition  of any Shares issued upon the exercise of the ISO under
       the  circumstances  described in Section  421(b) of the Code (relating to
       certain  disqualifying  dispositions,  a  "DISQUALIFYING   DISPOSITION"),
       within ten (10) business days after such Disqualifying Disposition; and

                     (vi)   unless otherwise permitted by the Code, shall by its
       terms not be assignable or transferable other than by will or the laws of
       descent  and  distribution  and may be  exercised,  during the  Grantee's
       lifetime, only by the Grantee, except that the Grantee may, in accordance
       with Section 7, designate in writing a beneficiary to exercise his or her
       ISOs after the Grantee's death.

              (d)    GRANT OF SARS.

                     (i)    When granted,  SARs may, but need not, be identified
       with  a  specific  option,   specific   Restricted  Shares,  or  specific
       Performance  Shares of the  Grantee  (including  any  option,  Restricted
       Shares, or Performance  Shares granted on or before the


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       Grant Date of the SARs) in a number equal to or different from the number
       of SARs so granted.  If SARs are  identified  with  Shares  subject to an
       option, with Restricted Shares, or with Performance Shares,  then, unless
       otherwise  provided in the  applicable  Award  Agreement,  the  Grantee's
       associated  SARs shall  terminate upon (A) the  expiration,  termination,
       forfeiture,   or  cancellation  of  such  option,  Restricted  Shares  or
       Performance  Shares,  (B) the  exercise  of such  option  or  Performance
       Shares, or (C) the date such Restricted Shares become nonforfeitable.

                     (ii)   The  strike  price (the  "STRIKE  PRICE") of any SAR
       shall equal,  for any SAR that is identified  with an option,  the Option
       Price of such option, or for any other SAR, one hundred percent (100%) of
       the Fair  Market  Value of a Share on the Grant Date of such SAR,  except
       that the  Committee  may (A) specify a higher  Strike  Price in the Award
       Agreement  or (B) provide that the benefit  payable upon  exercise of any
       SAR shall not exceed such  percentage of the Fair Market Value of a Share
       on such Grant Date as the Committee shall specify.

              (e)    GRANT OF PERFORMANCE SHARES.

                     (i)    Before  the  grant  of   Performance   Shares,   the
       Committee shall:

                            (A)    determine objective  performance goals, which
              may  consist  of any  one or more of the  following  goals  deemed
              appropriate by the Committee: earnings (either in the aggregate or
              on a  per  share  basis),  operating  income,  cash  flow,  EBITDA
              (earnings before interest,  taxes, depreciation and amortization),
              return on equity,  indices  related to EVA (economic value added),
              per  share  rate  of  return  on  the  Common   Stock   (including
              dividends), general indices relative to levels of general customer
              service     satisfaction,     as    measured    through    various
              randomly-generated  customer service surveys, market share (in one
              or more markets),  customer  retention rates,  market  penetration
              rates,  revenues,  reductions in expense levels, the attainment by
              the  Common  Stock of a  specified  market  value for a  specified
              period  of time,  and any other  object  performance  goal  deemed
              appropriate by the Committee,  in each case where applicable to be
              determined either on a company-wide basis,  individual basis or in
              respect  of any one or more  business  units,  and the  amount  of
              compensation under the goals applicable to such grant;

                            (B)    designate a period for the measurement of the
              extent to which  performance  goals are attained,  which may begin
              simultaneously  with,  prior to or  following  the Grant Date (the
              "PERFORMANCE PERIOD"); and

                            (C)    assign a performance percentage to each level
              of attainment of performance goals during the Performance  Period,
              with the percentage  applicable to minimum  attainment  being zero
              percent and the percentage  applicable to maximum attainment to be
              determined  by the Committee  from time to time (the  "PERFORMANCE
              PERCENTAGE").

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                     (ii)   If a Grantee is promoted, demoted, or transferred to
       a different  business unit of the Company  during a  Performance  Period,
       then,  to the  extent  the  Committee  determines  any one or more of the
       performance goals,  Performance  Period or Performance  Percentage are no
       longer  appropriate,  the  Committee  may make any changes  thereto as it
       deems appropriate in order to make them appropriate.

                     (iii)  When granted,  Performance Shares may, but need not,
       be  identified  with  Shares  subject  to  a  specific  option,  specific
       Restricted  Shares or specific SARs of the Grantee granted under the Plan
       in a number  equal to or  different  from the  number of the  Performance
       Shares so granted. If Performance Shares are so identified,  then, unless
       otherwise  provided in the  applicable  Award  Agreement,  the  Grantee's
       associated  Performance  Shares shall  terminate upon (A) the expiration,
       termination,  forfeiture or cancellation of the option, Restricted Shares
       or SARs  with  which  the  Performance  Shares  are  identified,  (B) the
       exercise of such option or SARs, or (C) the date Restricted Shares become
       nonforfeitable.

              (f)    GRANT OF RESTRICTED SHARES.

                     (i)    The Committee  shall  determine the amount,  if any,
       that a Grantee shall pay for Restricted Shares,  subject to the following
       sentence.  The  Committee  shall  require the Grantee to pay at least the
       Minimum  Consideration  for each Restricted  Share. Such payment shall be
       made in full by the Grantee  before the delivery of the shares and in any
       event no later than ten (10)  business  days after the Grant Date. In the
       discretion of the Committee and to the extent  permitted by law,  payment
       may also be made in accordance with Section 9.

                     (ii)   The Committee may, but need not, provide that all or
       any  portion of a  Grantee's  Restricted  Shares,  or  Restricted  Shares
       acquired upon exercise of an option, shall be forfeited:

                            (A)    except as otherwise  specified in the Plan or
              the Award Agreement,  upon the Grantee's termination of employment
              within a specified time period after the Grant Date; or

                            (B)    if  the  Company  or  the  Grantee  does  not
              achieve  specified  performance  goals (if any) within a specified
              time  period  after  the  Grant  Date  and  before  the  Grantee's
              termination of employment; or

                            (C)    upon failure to satisfy such other conditions
              as the Committee may specify in the Award Agreement.

                     (iii)  If  Restricted  Shares are forfeited and the Grantee
       was required to pay for such shares or acquired  such  Restricted  Shares
       upon the  exercise  of an  option,  the  Grantee  shall be deemed to have
       resold  such  Restricted  Shares to the  Company at a price


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       equal  to the  lesser  of (A) the  amount  paid by the  Grantee  for such
       Restricted  Shares or (B) the Fair Market Value of the Restricted  Shares
       on the date of forfeiture,  which shall be paid to the Grantee in cash as
       soon as administratively  practicable. Such Restricted Shares shall cease
       to be outstanding  and shall no longer confer on the Grantee  thereof any
       rights as a  shareholder  of the Company,  from and after the date of the
       event  causing the  forfeiture,  whether or not the  Grantee  accepts the
       Company's tender of payment for such Restricted Shares.

                     (iv)   The Committee may provide that the  certificates for
       any  Restricted  Shares (A) shall be held  (together  with a stock  power
       executed  in blank by the  Grantee)  in  escrow by the  Secretary  of the
       Company  until  such  Restricted  Shares  become  nonforfeitable  or  are
       forfeited  or (B)  shall  bear  an  appropriate  legend  restricting  the
       transfer of such  Restricted  Shares.  If any  Restricted  Shares  become
       nonforfeitable,  the Company shall cause  certificates for such shares to
       be issued without such legend.

                     (v)    At the time of a grant  of  Restricted  Shares,  the
       Committee  may  require  the  payment  of cash  dividends  thereon  to be
       deferred  and, if the Committee so  determines,  reinvested in additional
       Restricted Shares. Stock dividends or deferred cash dividends issued with
       respect to  Restricted  Shares shall be subject to the same  restrictions
       and other terms as apply to the  Restricted  Shares with respect to which
       such dividends are issued.  The Committee may in its  discretion  provide
       for payment of interest on deferred cash dividends.

              (g)    GRANT OF  COMPENSATORY  SHARES.  The  Committee  may  grant
Compensatory Shares to any Eligible Person.

       7.     NON-TRANSFERABILITY.  An  Award  granted  hereunder  shall  not be
assignable  or  transferable  other  than  by will or the  laws of  descent  and
distribution  and may be exercised  during the  Grantee's  lifetime  only by the
Grantee or his or her guardian or legal representative,  except that, subject to
Section 6(c) in respect of ISOs,  a Grantee may, if permitted by the  Committee,
in its  discretion,  (a) designate in writing a beneficiary to exercise an Award
after his or her death (if that  designation  has been  received  by the Company
prior to the Grantee's  death) and (b) transfer the Award to one or more members
of the Grantee's Immediate Family or any other individuals or entities.

       8.     EXERCISE.

              (a)    EXERCISE OF OPTIONS.

                     (i)    Subject  to  Section  6, each  option  shall  become
       exercisable  at such time or times as may be specified  by the  Committee
       from time to time in the applicable Award Agreement.

                     (ii)   An option  shall be exercised by the delivery to the
       Company  during  the  Option  Term of (A) a  written  notice of intent to
       purchase a specific  number of

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       Shares  subject to the option in accordance  with the terms of the option
       by the person  entitled to exercise the option and (B) payment in full of
       the Option Price of such  specific  number of Shares in  accordance  with
       Section 8(a)(iii).

                     (iii)  Payment of the  Option  Price may be made by any one
       or more of the following means:

                            (A)    cash, check, or wire transfer;

                            (B)    with the  approval of the  Committee,  Mature
              Shares, valued at their Fair Market Value on the date of exercise;

                            (C)    with   the   approval   of   the   Committee,
              Restricted  Shares held by the Grantee for at least six (6) months
              prior to the exercise of the option, each such share valued at the
              Fair Market Value of a Share on the date of exercise;

                            (D)    so  long  as the  Company  remains  a  Public
              Company, in accordance with procedures  previously approved by the
              Company,  through  the sale of the Shares  acquired on exercise of
              the option through a bank or broker-dealer to whom the Grantee has
              submitted  an  irrevocable  notice  of  exercise  and  irrevocable
              instructions to deliver promptly to the Company the amount of sale
              or loan proceeds sufficient to pay for such Shares, together with,
              if requested by the Company,  the amount of federal,  state, local
              or foreign  withholding taxes payable by Grantee by reason of such
              exercise; or

                            (E)    in the discretion of the  Committee,  payment
              may also be made in accordance with Section 9.

                            (F)    with the  approval of the  Committee,  in any
              combination  of the  foregoing or such other manner  determined by
              the Committee.

The Committee may in its discretion  specify that, if any Restricted  Shares are
used to pay the Option Price ("TENDERED RESTRICTED SHARES"),  (A) all the Shares
acquired on exercise of the option shall be subject to the same  restrictions as
the Tendered  Restricted  Shares,  determined  as of the date of exercise of the
option or (B) a number of Shares acquired on exercise of the option equal to the
number of Tendered  Restricted  Shares shall be subject to the same restrictions
as the Tendered Restricted Shares,  determined as of the date of exercise of the
option.

              (b)    EXERCISE OF SARS.

                     (i)    Subject to Section 6(d), (A) each SAR not identified
       with any other Award shall  become  exercisable  at such time or times as
       may be specified  by the  Committee  from time to time in the  applicable
       Award  Agreement and (B) except as otherwise  provided in the  applicable
       Award Agreement,  each SAR which is identified with any other Award shall
       become  exercisable  as and to the extent  that the option or


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       Restricted  Shares with which such SAR is identified  may be exercised or
       becomes nonforfeitable, as the case may be.

                     (ii)   SARs shall be  exercised  by delivery to the Company
       of written notice of intent to exercise a specific number of SARs. Unless
       otherwise  provided in the applicable  Award  Agreement,  the exercise of
       SARs that are  identified  with Shares subject to an option or Restricted
       Shares shall result in the  cancellation  or forfeiture of such option or
       Restricted Shares, as the case may be, to the extent of such exercise.

                     (iii)  The benefit for each SAR exercised shall be equal to
       (A) the Fair Market Value of a Share on the date of such exercise,  minus
       (B) the Strike Price specified in such SAR. Such benefit shall be payable
       in cash,  except that the  Committee  may provide in the Award  Agreement
       that benefits may be paid wholly or partly in Shares.

              (c)    PAYMENT OF PERFORMANCE SHARES. Unless otherwise
provided in the Award Agreement with respect to an Award of Performance  Shares,
if the minimum performance goals applicable to such Performance Shares have been
achieved during the applicable Performance Period, then the Company shall pay to
the Grantee of such Award that number of Shares equal to the product of:

                     (i)    the  sum  of  (A)  number  of   Performance   Shares
       specified  in the  applicable  Award  Agreement  and  (B) the  number  of
       additional  Shares  that would  have been  issuable  if such  Performance
       Shares had been Shares outstanding  throughout the Performance Period and
       the stock dividends,  cash dividends (except as otherwise provided in the
       Award  Agreement),  and other property paid in respect of such Shares had
       been  reinvested in additional  Shares as of each dividend  payment date,
       multiplied by

                     (ii)   the  Performance  Percentage  achieved  during  such
       Performance Period.

The Committee  may, in its  discretion,  determine  that cash be paid in lieu of
some or all of such Shares.  The amount of cash payable in lieu of a Share shall
be determined by valuing such Share at its Fair Market Value on the business day
immediately  preceding  the date such cash is to be paid.  Payments  pursuant to
this Section 8 shall be made as soon as administratively practical after the end
of the applicable  Performance  Period.  Any Performance  Shares with respect to
which the  performance  goals  shall not have  been  achieved  by the end of the
applicable Performance Period shall expire.

       9.     LOANS.  The  Committee  may in its  discretion  allow a Grantee to
defer payment to the Company of all or any portion of (a) the Option Price of an
option, (b) the purchase price of Restricted Shares, or (c) any taxes associated
with the  exercise,  nonforfeitability  of, or payment of benefits in connection
with, an Award.  Any such payment deferral by the Company shall be on such terms
and conditions as the Committee may  determine,  except that a Grantee shall not
be entitled to defer the payment of such Option Price,  purchase  price,  or any
related taxes unless the Grantee (a) enters into a binding obligation to pay the
deferred  amount and (b) other than with

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respect  to  treasury  shares,  pays  upon  exercise  of an  option  or grant of
Restricted  Shares,  as  applicable,  an  amount at least  equal to the  Minimum
Consideration  therefor.  If the Committee  has permitted a payment  deferral in
accordance  with this Section 9, then the  Committee  may require the  immediate
payment of such deferred amount upon the Grantee's  termination of employment or
if the Grantee sells or otherwise transfers his or her Shares purchased pursuant
to such deferral.  The Committee may at any time in its  discretion  forgive the
repayment of any or all of the  principal  of, or interest on, any such deferred
payment obligation.

       10.    NOTIFICATION  UNDER SECTION 83(B).  If the Grantee,  in connection
with the  exercise of any option or the grant of  Restricted  Shares,  makes the
election  permitted under Section 83(b) of the Code to include in such Grantee's
gross income in the year of transfer the amounts  specified in Section  83(b) of
the Code,  then such  Grantee  shall  notify the  Company,  in writing,  of such
election  within ten (10) days after filing the notice of the election  with the
Internal  Revenue Service,  in addition to any filing and notification  required
pursuant to  regulations  issued under Section 83(b) of the Code.  The Committee
may,  in  connection  with the  grant  of an  Award  or at any time  thereafter,
prohibit a Grantee from making the election described in this Section 10.

       11.    MANDATORY TAX WITHHOLDING.

              (a)    Whenever  under the Plan,  Shares are to be delivered  upon
exercise   or  payment  of  an  Award  or  upon   Restricted   Shares   becoming
nonforfeitable,  or  any  other  event  with  respect  to  rights  and  benefits
hereunder,  the Company  shall be entitled to require (i) that the Grantee remit
an amount in cash,  or in the Company's  discretion,  Mature Shares or any other
form of  consideration,  sufficient to satisfy all federal,  state and local tax
withholding  requirements  related thereto  ("REQUIRED  WITHHOLDING"),  (ii) the
withholding of such Required Withholding from compensation  otherwise due to the
Grantee  or from any  Shares  due to the  Grantee  under the Plan,  or (iii) any
combination of the foregoing.

              (b)    Any Grantee  who makes a  Disqualifying  Disposition  or an
election  under  Section  83(b) of the Code shall remit to the Company an amount
sufficient to satisfy all resulting Required Withholding, except that in lieu of
or in addition to the  foregoing,  the Company  shall have the right to withhold
such Required Withholding from compensation otherwise due to the Grantee or from
any Shares or other payment due to the Grantee under the Plan.

              (c)    Any surrender by a Section 16 Grantee of  previously  owned
shares of Common Stock to satisfy tax  withholding  arising upon exercise of the
Award must comply with the applicable provisions of Rule 16b-3(e) under the 1934
Act.

       12.    ELECTIVE SHARE WITHHOLDING. At the Company's discretion, a Grantee
may,  with the prior  consent of the  Committee,  elect the  withholding  by the
Company of a portion of the Shares  otherwise  deliverable  to such Grantee upon
the  exercise  of an Award or upon  Restricted  Shares  becoming  nonforfeitable
(each, a "TAXABLE EVENT") having a Fair Market Value equal to the minimum amount
necessary  to satisfy the Required  Withholding  liability  attributable  to the
Taxable Event.

                                       10
<PAGE>


       13.    TERMINATION OF EMPLOYMENT.

              (a)    FOR CAUSE. Except as otherwise provided by the Committee in
an Award Agreement,  if a Grantee's  employment is terminated for Cause, (i) the
Grantee's  Restricted  Shares (and any SARs identified  therewith) that are then
forfeitable  shall on the date of the  Grantee's  termination  of  employment be
forfeited on such date, subject to the provisions of Section 6(f)(iii) regarding
repayment of certain amounts to the Grantee;  and (ii) any  unexercised  option,
SAR or  Performance  Share  shall  terminate  effective  immediately  upon  such
termination of employment.

              (b)    ON ACCOUNT OF DEATH.  Except as  otherwise  provided by the
Committee  in the Award  Agreement,  if a  Grantee's  employment  terminates  on
account of death, then:

                     (i)    the  Grantee's   Restricted  Shares  (and  any  SARs
       identified  therewith) that are then forfeitable shall on the date of the
       Grantee's termination of employment be forfeited on such date;

                     (ii)   any  unexercised   option  or  SAR,  to  the  extent
       exercisable  on the  date  of  such  termination  of  employment,  may be
       exercised, in whole or in part, within the first twelve (12) months after
       such  termination  of employment  (but only during the Option Term) after
       the death of the Grantee by (A) his or her personal  representative or by
       the person to whom the option or SAR, as  applicable,  is  transferred by
       will  or the  applicable  laws  of  descent  and  distribution,  (B)  the
       Grantee's designated beneficiary, or (C) a Permitted Transferee; and

                     (iii)  any unexercised  Performance Shares may be exercised
       in  whole or in  part,  at any time  within  six (6)  months  after  such
       termination of employment on account of the death of the Grantee,  by (A)
       his  or  her  personal  representative  or by  the  person  to  whom  the
       Performance  Shares are  transferred  by will or the  applicable  laws of
       descent and distribution,  (B) the Grantee's designated  beneficiary,  or
       (C) a Permitted Transferee,  except that the benefit payable with respect
       to any Performance  Shares for which the Performance Period has not ended
       as of the date of such  termination  of  employment  on  account of death
       shall be equal to the  product of Fair Market  Value of such  Performance
       Shares multiplied successively by each of the following:

                            (A)    a  fraction,  the  numerator  of which is the
              number of months  (including  as a whole month any partial  month)
              that has elapsed  since the beginning of such  Performance  Period
              until  the  date  of  such   termination  of  employment  and  the
              denominator of which is the number of months (including as a whole
              month any partial month) in the Performance Period; and

                            (B)    a percentage  determined in the discretion of
              the  Committee  that  would  be  earned  under  the  terms  of the
              applicable  Award  Agreement  assuming  that the rate at which the
              performance  goals  have  been  achieved  as of the  date  of such
              termination  of  employment  would  continue  until the end of the

                                       11
<PAGE>


              Performance  Period,  or, if the  Committee  elects to compute the
              benefit after the end of the Performance  Period,  the Performance
              Percentage,  as determined by the Committee,  attained  during the
              Performance Period for such Performance Shares.

              (c)    ON ACCOUNT OF DISABILITY.  Except as otherwise  provided by
the Committee in the Award Agreement,  if a Grantee's  employment  terminates on
account of Disability, then:

                     (i)    the  Grantee's   Restricted  Shares  (and  any  SARs
       identified  therewith) that are then forfeitable shall on the date of the
       Grantee's termination of employment be forfeited on such date;

                     (ii)   any  unexercised   option  or  SAR,  to  the  extent
       exercisable  on the  date  of  such  termination  of  employment,  may be
       exercised in whole or in part,  within the first twelve (12) months after
       such  termination of employment  (but only during the Option Term) by the
       Grantee, or by (A) his or her personal representative or by the person to
       whom the option or SAR,  as  applicable,  is  transferred  by will or the
       applicable laws of descent and distribution, (B) the Grantee's designated
       beneficiary, or (C) a Permitted Transferee; and

                     (iii)  any unexercised  Performance Shares may be exercised
       in  whole or in  part,  at any time  within  six (6)  months  after  such
       termination of employment on account of Disability by the Grantee,  or by
       (A) his personal  representative or by the person to whom the Performance
       Shares are  transferred  by will or the  applicable  laws of descent  and
       distribution,   (B)  the  Grantee's  designated  beneficiary,  or  (C)  a
       Permitted Transferee, except that the benefit payable with respect to any
       Performance  Shares for which the Performance  Period has not ended as of
       the date of such termination of employment on account of Disability shall
       be  equal to the  product  of the Fair  Market  Value of the  Performance
       Shares multiplied successively by each of the following:

                            (A)    a  fraction,  the  numerator  of which is the
              number of months  (including  as a whole month any partial  month)
              that have elapsed since the beginning of such  Performance  Period
              until  the  date  of  such   termination  of  employment  and  the
              denominator of which is the number of months (including as a whole
              month any partial month) in the Performance Period; and

                            (B)    a percentage  determined in the discretion of
              the  Committee  that  would  be  earned  under  the  terms  of the
              applicable  Award  Agreement  assuming  that the rate at which the
              performance  goals  have  been  achieved  as of the  date  of such
              termination  of  employment  would  continue  until the end of the
              Performance  Period,  or, if the  Committee  elects to compute the
              benefit after the end of the Performance  Period,  the Performance
              Percentage,  as determined by the Committee,  attained  during the
              Performance Period for such Performance Shares.

                                       12
<PAGE>


              (d)    ANY  REASON  OTHER THAN FOR CAUSE OR ON ACCOUNT OF DEATH OR
DISABILITY.  Except  as  otherwise  provided  by  the  Committee  in  the  Award
Agreement,  if a Grantee's  employment  terminates for any reason other than for
Cause, or on account of death or Disability,  then:

                     (i)    the  Grantee's   Restricted  Shares  (and  any  SARs
       identified therewith), that are then forfeitable shall on the date of the
       Grantee's termination of employment be forfeited on such date;

                     (ii)   any  unexercised  option  or SAR  (other  than a SAR
       identified with a Restricted Share or Performance  Share),  to the extent
       exercisable  immediately before the Grantee's  termination of employment,
       may be  exercised  in whole or in part,  not later  than three (3) months
       after such  termination of employment  (but only during the Option Term);
       and

                     (iii)  the  Grantee's  Performance  Shares  (and  any  SARs
       identified  therewith)  shall terminate  effective  immediately upon such
       termination of employment.

       14.    SUBSTITUTED  AWARDS.  If the Committee  cancels any Award (whether
granted  under the Plan or any plan of any entity  acquired  by the Company or a
Subsidiary),  the  Committee  may,  in its  discretion,  substitute  a new Award
therefor  upon  such  terms  and  conditions  consistent  with  the  Plan as the
Committee may determine, except that (a) the Option Price of any new option, and
the  Strike  Price of any new SAR,  shall not be less than one  hundred  percent
(100%) (one hundred ten percent (110%) in the case of an incentive  stock option
granted to a Ten Percent  Owner) of the Fair Market Value of a Share on the date
of the grant of the new Award;  and (b) the Grant Date of the new Award shall be
the date on which such new Award is granted.

       15     SECURITIES LAW MATTERS.

              (a)    If  the  Committee  deems  necessary  to  comply  with  any
applicable securities law, the Committee may require a written investment intent
representation  by the  Grantee  and may require  that a  restrictive  legend be
affixed to certificates for Shares.  If, based upon the advice of counsel to the
Company, the Committee determines that the exercise or nonforfeitability  of, or
delivery  of  benefits  pursuant  to, any Award  would  violate  any  applicable
provision  of  (i)  federal  or  state  securities  laws  or  (ii)  the  listing
requirements  of any national  exchange or national  market  system on which are
listed any of the Company's equity  securities,  then the Committee may postpone
any such exercise, nonforfeitability or delivery, as applicable, but the Company
shall use all reasonable  efforts to cause such exercise,  nonforfeitability  or
delivery to comply with all such provisions at the earliest practicable date.

              (b)    Grants of options to Section 16 Grantees  shall comply with
Rule 16b-3 and shall contain such  additional  conditions or restrictions as may
be required  thereunder  for such grants to qualify for exemption from liability
under Section 16(b) of the 1934 Act.

       16.    NO EMPLOYMENT  RIGHTS.  Neither the  establishment of the Plan nor
the grant of any Award shall (a) give any  Grantee the right to remain  employed
by the Company or any Subsidiary or to any benefits not specifically provided by
the Plan or (b) modify the right of the

                                       13
<PAGE>


Company or any Subsidiary to modify,  amend,  or terminate the Plan or any other
employee benefit plan or employment agreement.

       17.    NO RIGHTS AS A SHAREHOLDER. A Grantee shall not have any rights as
a shareholder  of the Company with respect to the Shares (other than  Restricted
Shares) which may be deliverable upon exercise or payment of an Award until such
Shares have been delivered to him or her.  Restricted Shares,  whether held by a
Grantee or in escrow by the Company, shall confer on the Grantee all rights of a
shareholder  of the  Company,  except  as  otherwise  provided  in the  Plan  or
applicable Award Agreement.

       18.    NATURE OF PAYMENTS.  Awards shall be special incentive payments to
the  Grantee  and shall not be taken  into  account in  computing  the amount of
salary or  compensation  of the Grantee for purposes of determining any pension,
retirement,   death  or  other  benefit  under  (a)  any  pension,   retirement,
profit-sharing,  bonus,  insurance or other employee benefit plan of the Company
or any Subsidiary or (b) any agreement between (i) the Company or any Subsidiary
and (ii) the Grantee, except as such plan or agreement shall otherwise expressly
provide.

       19.    NON-UNIFORM  DETERMINATIONS.  The Committee's determinations under
the Plan need not be uniform and may be made by the Committee  selectively among
persons who  receive,  or are eligible to receive,  Awards,  whether or not such
persons  are  similarly  situated.   Without  limiting  the  generality  of  the
foregoing,  the  Committee  shall be  entitled  to enter  into  non-uniform  and
selective Award Agreements as to (a) the identity of the Grantees, (b) the terms
and provisions of Awards, including,  without limitation,  vesting and manner of
payment of purchase price upon exercise,  and (c) the treatment of  terminations
of employment.

       20.    ADJUSTMENTS. The Committee shall make equitable adjustment of:

              (a)    the aggregate number of Shares available under the Plan for
Awards and the aggregate number of Shares for which Awards may be granted to any
individual  Grantee in any  calendar  year  pursuant  to the second  sentence of
Section 2;

              (b)    the number of Shares, SARs or Performance Shares covered by
an Award; and

              (c)    the Option Price of all outstanding  options and the Strike
Price of all outstanding SARs;

to  reflect  a  stock  dividend,   stock  split,   reverse  stock  split,  share
combination,   recapitalization,  merger,  consolidation,  spin-off,  split-off,
reorganization,  rights  offering,  liquidation  or  similar  event of or by the
Company.

       21.    AMENDMENT OF THE PLAN. The Committee may from time to time, in its
discretion,  amend the Plan without the approval of the Company's  shareholders,
except  (a) as such  shareholder  approval  may be  required  under the  listing
requirements  of any securities  exchange or national market system on which are
listed  the  Company's  equity  securities  and (b) that the  Committee  may not
without the approval of the  Company's  shareholders  amend the Plan to

                                       14
<PAGE>


increase the total number of shares reserved for the purposes of the Plan (other
than in accordance with Section 20).

       22.    TERMINATION  OF THE PLAN.  The Plan shall continue in effect until
the earlier of its  termination by the Committee or the date on which all of the
shares of Common Stock  available  for issuance  under the Plan have been issued
and all  restrictions  on such  shares  under  the  terms  of the  Plan  and the
agreements  evidencing Awards granted under the Plan have lapsed.  However,  all
Awards  shall be granted,  if at all,  within ten (10) years from the earlier of
the date  the  Plan is  adopted  by the  Committee  or the date the Plan is duly
approved by the shareholders of the Company.  Notwithstanding the foregoing,  if
the maximum number of shares of Common Stock  issuable  pursuant to the Plan has
been  increased at any time,  all Awards  shall be granted,  if at all, no later
than the last day preceding the ten (10) year  anniversary of the earlier of (a)
the date on which the latest such  increase  in the maximum  number of shares of
Common Stock  issuable  under the Plan was approved by the  shareholders  of the
Company  or (b) the  date  such  amendment  was  adopted  by the  Committee.  No
termination shall affect any Award then outstanding under the Plan.

       23.    NO ILLEGAL TRANSACTIONS.  The Plan and all Awards granted pursuant
to it are subject to all applicable laws and  regulations.  Notwithstanding  any
provision of the Plan or any Award,  Grantees shall not be entitled to exercise,
or receive  benefits under any Award,  and the Company shall not be obligated to
deliver  any  Shares or  deliver  benefits  to a Grantee,  if such  exercise  or
delivery  would  constitute  a  violation  by the  Grantee or the Company of any
applicable law or regulation.

       24.    CONSTRUCTIVE  SALES. The Grantee shall not directly or indirectly,
through  related  parties or otherwise,  "short" or "short  against the box" (as
those terms are generally  understood in the securities  markets),  or otherwise
directly or indirectly (through derivative  instruments or otherwise) dispose of
or hedge, any securities of the Company issuable upon exercise of such Grantee's
Award(s).

       25.    DEFINITIONS. The terms set forth below have the indicated meanings
which are applicable to both the singular and plural forms thereof:

              "AWARD" shall mean options,  including  ISOs,  Restricted  Shares,
Compensatory Shares, SARs or Performance Shares granted under the Plan.

              "AWARD  AGREEMENT"  shall mean the written  agreement  by which an
Award shall be evidenced.

              "BOARD" shall mean the Board of Directors of the Company.

                                       15
<PAGE>


              "CAUSE", with respect to any employee or consultant of the Company
shall have the  meaning  set forth in such  person's  employment  or  consulting
agreement or, in the absence of such an agreement or if such term is not defined
in such agreement, shall mean any one or more of the following, as determined by
the  Committee  (in the case of a Section  16  Grantee)  or the Chief  Executive
Officer or President of the Company (in the case of any other Grantee):

                     (i)    a Grantee's  commission of a crime that is likely to
result in injury to the Company or a Subsidiary;

                     (ii)   the  material  violation  by the  Grantee of written
policies of the Company or a Subsidiary;

                     (iii)  the   habitual   neglect  by  the   Grantee  in  the
performance of his or her duties to the Company or a Subsidiary; or

                     (iv)   a  Grantee's  willful   misconduct  or  inaction  in
connection with his or her duties to the Company or a Subsidiary  resulting in a
material injury to the Company or a Subsidiary.

              "CODE" shall mean the Internal Revenue Code of 1986, as amended or
superseded,  and  the  regulations  and  rulings  thereunder.   Reference  to  a
particular section of the Code shall include references to successor provisions.

              "COMMITTEE"  shall  mean  the  committee  of the  Board  appointed
pursuant  to  Section  3(a),  or if not so  appointed  or  unable to act or with
reference to Awards to Independent Directors, shall mean the entire Board.

              "COMMON STOCK" shall mean the common stock,  $0.0001 par value per
share, of the Company.

              "COMPENSATORY  SHARES"  shall mean  Shares  that are  awarded to a
Grantee without cost and without restrictions either as a bonus, in lieu of cash
compensation for services rendered to the Company or for any other  compensatory
purpose.

              "CONSULTANT" shall mean any person,  including a Director,  who is
engaged by the Company or any Parent, Subsidiary or Affiliate thereof, to render
services  to or for the  benefit  of the  Company  and is  compensated  for such
services.

              "DIRECTOR" shall mean a member of the Board.

              "DISABILITY"  shall mean a permanent and total disability,  within
the meaning of Section 22(e)(3) of the Code.

              "EFFECTIVE  DATE"  shall  mean  the date  set  forth in the  first
paragraph hereof.

              "ELIGIBLE PERSON" shall mean any Employee,  Consultant or Director
of the Company or any Subsidiary, including any prospective Employee or Employee
on an  approved  leave of absence or  layoff,  if such leave or layoff  does not
qualify as a Disability.

                                       16
<PAGE>


              "EMPLOYEE" shall mean any person treated as an employee (including
officers and directors) in the records of the Company (or Subsidiary) and who is
subject to the control and direction of the Company (or Subsidiary)  with regard
to both the work to be performed and the manner and method of  performance.  The
payment of a director's  fee by the Company (or  Subsidiary) to a Director shall
not be sufficient to constitute  "employment" of the Director by the Company (or
Subsidiary).

              "FAIR MARKET VALUE" per share of Common Stock on any relevant date
shall mean such value as determined in accordance with the following provisions:

                     (i)    If the  Common  Stock is at that  time  listed  on a
national securities exchange,  then the Fair Market Value shall mean the closing
selling  price per share of Common  Stock on the  exchange  on which such Common
Stock is  principally  traded on the relevant date or, if there were no sales on
that date, the closing  selling price of such Common Stock on the last preceding
date on which there were sales.

                     (ii)   If the  Common  Stock is at that time  traded on the
Nasdaq National Market(R), Nasdaq Small Cap Market(SM) or OTC Bulletin Board(R),
as the case may be,  then the Fair Market  Value shall mean the closing  selling
price per share of Common Stock on the relevant  date,  as the price is reported
by the  National  Association  of  Securities  Dealers  on the  Nasdaq  National
Market(R),  Nasdaq Small Cap Market(SM) or  OTC  Bulletin Board(R), as  the case
may be, or any successor  system.  If there is no closing  selling price for the
Common  Stock on the  relevant  date,  then the Fair Market Value shall mean the
closing  selling  price on the last  preceding  date for  which  such  quotation
exists.

                     (iii)  If  the  Common  Stock  is  neither  listed  on  any
national securities exchange nor traded on the Nasdaq National Market(R), Nasdaq
Small Cap Market(SM) or OTC Bulletin Board(R),  then the Fair Market Value shall
mean that value  determined  by the  Committee  after  taking into  account such
factors as the Committee shall in good faith deem appropriate.

              "GRANT DATE" shall have the meaning specified in Section 6(a).

              "GRANTEE" shall mean a person who has been granted an Award or any
Permitted Transferee.

              "ISO" shall mean an incentive  stock option  within the meaning of
Section 422 of the Code.

              "IMMEDIATE  FAMILY"  shall  mean,  with  respect  to a  particular
Grantee, the Grantee's spouse, children and grandchildren.

              "INDEPENDENT DIRECTOR" shall mean a member of the Board who in not
an Employee of the Company.

                                       17
<PAGE>


              "MATURE SHARES" shall mean Shares for which the holder thereof has
good title, free and clear of all liens and encumbrances,  and which such holder
has held for at least six (6) months.

              "MINIMUM  CONSIDERATION"  shall  mean par  value per Share or such
other amount that is from time to time  considered  to be minimum  consideration
under applicable law.

              "1934 ACT"  shall mean the  Securities  Exchange  Act of 1934,  as
amended.  References to a particular section of the 1934 Act or rule thereunder,
include references to successor provisions.

              "OPTION  PRICE"  shall  mean the per  share  exercise  price of an
option.

              "OPTION TERM" shall mean the period beginning on the Grant Date of
an option and ending on the expiration date of such option,  as specified in the
Award  Agreement for such option and as may, in the  discretion of the Committee
and consistent with the provisions of the Plan, be extended from time to time.

              "PERFORMANCE  SHARES" shall mean an Award to a Grantee pursuant to
Section 6(e).

              "PERMITTED TRANSFEREE" shall mean a person to whom an Award may be
transferred or assigned in accordance with Section 7.

              "PUBLIC COMPANY" shall mean any entity issuing any class of equity
securities that has been, or is required to be,  registered  under Section 12 of
the 1934 Act.

              "RESTRICTED   SHARES"  shall  mean  Shares  that  are  subject  to
forfeiture if the Grantee does not satisfy the conditions specified in the Award
Agreement applicable to those Shares.

              "RULE  16B-3" shall mean Rule 16b-3 of the SEC under the 1934 Act,
as amended from time to time, together with any successor rule.

              "SAR" shall mean a stock appreciation right.

              "SEC" shall mean the Securities and Exchange Commission.

              "SECTION  16  GRANTEE"  shall  mean a  person  who is  subject  to
potential  liability  under  Section  16(b)  of the 1934  Act  with  respect  to
transactions involving equity securities of the Company.

              "SHARE" shall mean a share of Common Stock.

              "STRIKE  PRICE"  shall  have  the  meaning  specified  in  Section
6(d)(ii).

                                       18
<PAGE>


              "SUBSIDIARY"  shall mean a subsidiary  corporation,  as defined in
Section  424(f) of the Code (with the  Company  being  treated  as the  employer
corporation for purposes of this definition).

              "TEN PERCENT  OWNER"  shall mean a person who owns  capital  stock
(including  stock treated as owned under Section 424(d) of the Code)  possessing
more than ten  percent  of the total  combined  Voting  Power of all  classes of
capital stock of the Company or any Subsidiary.

              "VOTING  POWER"  shall  mean  the  combined  voting  power  of the
then-outstanding  securities  of the Company  entitled to vote  generally in the
election of directors.

       26.    CONTROLLING LAW. The law of the State of New York,  except its law
with respect to choice of law, shall control all matters relating to the Plan.

       27.    SEVERABILITY.  If any part of the Plan is declared by any court or
governmental   authority  to  be  unlawful  or  invalid,  such  unlawfulness  or
invalidity  shall not invalidate any other part of the Plan. Any Section or part
of a Section so  declared  to be  unlawful or invalid  shall,  if  possible,  be
construed  in a manner  which will given  effect to the terms of such Section to
the fullest extent possible while remaining lawful and valid.


                                       19