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                                                                   EXHIBIT 10.21

                             SENTIGEN HOLDING CORP.
                          2000 Performance Equity Plan

SECTION 1. PURPOSE; DEFINITIONS.

1.1 Purpose.

         The purpose of the Sentigen Holding Corp.. ("Company") 2000 Performance
Equity Plan ("Plan") is to enable the Company to offer to its key 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
         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, and any successor thereto and the regulations promulgated
         thereunder.

(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, par value $.01
         per share.

(f)      "Company" means Sentigen Holding Corp. 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 disability 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.

(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

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         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 age 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 Sentigen Holding Corp. 2000 Performance Equity Plan,
         as hereinafter amended from time to time.

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

(s)      "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.

(t)      "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).

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

(v)      "Stock Reload Option" means any option granted under Section 5.3,
         below, as a result of the payment of the exercise price of a Stock
         Option and/or the withholding tax related thereto in the form of Common
         Stock owned by the Holder or the withholding of Common Stock by the
         Company.

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

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, key 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.

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(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 price or other consideration, 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 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
         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;
         and

(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.

         Notwithstanding anything contained herein to the contrary, the
Committee shall not grant to any one Holder in any one calendar year awards for
more than 200,000 shares in the aggregate.

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 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
distribution under the Plan shall be 2,000,000 shares. Shares of Common Stock
under the Plan 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, Deferred Stock award, Reload Stock Option or Other Stock-Based
Award

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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. Only net shares issued upon a stock-for-stock exercise
(including Common Stock used for withholding taxes) shall be counted against the
number of shares available under the Plan.

3.2 Adjustment Upon Changes in Capitalization, Etc.

         In the event of any change in the shares of Common Stock of the Company
as a whole occurring as the result of a stock split, reverse stock split, stock
dividend payable on shares of Common Stock, combination or exchange of shares,
or other extraordinary or unusual event occurring after the grant of an Award,
the Committee shall determine, in its sole discretion, whether such change
equitably requires an adjustment in the terms of any Award 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 key 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.

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, Non-Qualified Stock Options, or
both types of Stock Options and that 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 ("10% Stockholder") who, at the time of grant, owns Common
         Stock possessing more than 10% of the total combined voting power of
         all classes of stock of the Company.

(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 and may not be less than 100% of the Fair Market
         Value on the day of grant; provided, however, that the exercise price
         of an Incentive Stock Option granted to a 10% Stockholder shall not be
         less than 110% of the Fair Market Value on the date of grant.

(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

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         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. 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 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.

(e)      Transferability. Except as may be set forth 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 in
         the event of legal incapacity or incompetency, the Holder's guardian or
         legal representative).

(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 at the time
         of grant 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 at grant) from the date of
         such death or until the expiration of the stated term of such Stock
         Option, whichever period is the 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 at the time of grant 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 at the time of
         grant) from the date of such termination of employment or until the
         expiration of the stated term of such Stock Option, whichever period is
         the shorter.

(h)      Other Termination. Subject to the provisions of Section 13.3, below,
         and unless otherwise determined by the Committee at the time of grant
         and set forth in the Agreement, if a Holder is an employee of the
         Company or a Subsidiary at the time of grant and if such Holder's
         employment by 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 which 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.

(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 by a Holder during any calendar year (under all such
         plans of the Company and its Parent and Subsidiary) shall not exceed
         $100,000.

(j)      Buyout and Settlement Provisions. The Committee may at any time, in its
         sole discretion, offer to buy out 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.

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5.3 Stock Reload Option.

         The Committee may also grant to the Holder (concurrently with the grant
of an Incentive Stock Option and at or after the time of grant in the case of a
Nonqualified Stock Option) a Stock Reload Option to purchase up to the number of
shares of Stock held by the Holder for at least six months and used to pay all
or part of the exercise price of an Option ("Underlying Option"). 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, Options under the Plan as a means of allowing
such participants to exercise their 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 surrencer, the
         Holder shall be entitled to receive a number of Option Shares 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.

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

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         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.

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.

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(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.

9.1 Grant and Exercise.

         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.

9.2 Eligibility for Other Stock-Based Awards.

         The Committee shall determine the eligible persons to whom and the time
or times at which grants of such other stock-based awards shall be made, the
number of shares of Common Stock to be awarded pursuant to such awards, and all
other terms and conditions of the awards.

9.3 Terms and Conditions.

         Each other Stock-Based Award shall be subject to such terms and
conditions as may be determined by the Committee and to Section 10, below.

SECTION 10. ACCELERATED VESTING AND EXERCISABILITY.

         If any "person" (as such term is used in Sections 13(d) and 14(d) of
the 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 25% or more 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 Options and other Awards granted and outstanding under the Plan
shall be accelerated and all such 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 Options and
awards on the terms set forth in this Plan and the respective agreements
respecting such Options and Awards.

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 February 1, 2000 ("Effective Date"),
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

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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.
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.

13.3 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 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.

13.7 Governing Law.

         The Plan and all awards made and actions taken thereunder shall be
governed by and construed in

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accordance with the laws of the State of New York (without regard to choice of
law provisions); provided, however, that all matters relating to or involving
corporate law shall be governed by the Delaware General Corporation Law.

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, 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 Sections 162(m) or 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 Sections 162(m) or 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.

13.13 Stockholder Approval.

         If this Plan is not approved by the Stockholders as required under
Section 422 and the regulations under Section 162(m) of the Code, this Plan is
deemed amended to eliminate any potential flexibility or benefits which the
Company and Participant might have had under such sections of the Code.

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