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                                                                    EXHIBIT 10.5

                          EMPIRE TECHNOLOGY CORPORATION
                            2000 STOCK INCENTIVE PLAN

                                   SECTION 1

                                     GENERAL

         1.1 Purpose. The Empire Technology Corporation 2000 Stock Incentive
Plan (the "Plan") has been established by Empire Technology Corporation (the
"Company") to (i) attract and retain persons eligible to participate in the
Plan; (ii) motivate Participants, by means of appropriate incentives, to achieve
long-range goals; (iii) provide incentive compensation opportunities that are
competitive with those of other similar companies; and (iv) further identify
Participants' interests with those of the Company's other shareholders through
compensation that is based on the Company's common stock; and thereby promote
the long-term financial interest of the Company and the Subsidiaries, including
the growth in value of the Company's equity and enhancement of long-term
shareholder return.

         1.2 Participation. Subject to the terms and conditions of the Plan, the
Committee shall determine and designate, from time to time, from among the
Eligible Grantees (including transferees of Eligible Grantees to the extent the
transfer is permitted by the Plan and the applicable Award Agreement), those
persons who will be granted one or more Awards under the Plan, and thereby
become "Participants" in the Plan. In the discretion of the Committee, a
Participant may be granted any Award permitted under the provisions of the Plan,
and more than one Award may be granted to a Participant. Awards may be granted
as alternatives to or replacement of awards outstanding under the Plan, or any
other plan or arrangement of the Company or a Subsidiary (including a plan or
arrangement of a business or entity, all or a portion of which is acquired by
the Company or a Subsidiary).

         1.3 Operation, Administration, and Definitions. The operation and
administration of the Plan, including the Awards made under the Plan, shall be
subject to the provisions of Section 4 (relating to operation and
administration). Capitalized terms in the Plan shall be defined as set forth in
the Plan (including the definition provisions of Section 8 of the Plan).

                                   SECTION 2

                                OPTIONS AND SARS

         2.1 Definitions.

             (a) The grant of an "Option" entitles the Participant to purchase
shares of Stock at an Exercise Price established by the Committee. Options
granted under this Section 2 may be either Incentive Stock Options ("ISOs") or
Non-Qualified Options ("NQOs"), as determined in the discretion of the
Committee. An "ISO" is an Option that is intended to satisfy the requirements
applicable to an "incentive stock option" described in section 422(b) of the

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Code. An "NQO" is an Option that is not intended to be an "incentive stock
option" as that term is described in section 422(b) of the Code.

             (b) A stock appreciation right (an "SAR") entitles the Participant
to receive, in cash or Stock (as determined in accordance with subsection 2.5),
value equal to (or otherwise based on) the excess of: (a) the Fair Market Value
of a specified number of shares of Stock at the time of exercise; over (b) an
Exercise Price established by the Committee.

         2.2 Exercise Price. The Exercise Price of each Option and SAR granted
under this Section 2 shall be established by the Committee or shall be
determined by a method established by the Committee at the time the Option or
SAR is granted. The Exercise Price shall not be less than 100% of the Fair
Market Value of a share of Stock on the date of grant of the Award provided,
however, that if the Option or SAR is granted in connection with the recipient's
hiring, promotion or similar event, the option exercise price may be not less
than the market value of the Stock on the date on which the recipient is hired
or promoted (or similar event), if the grant of the Option or SAR occurs not
more than 90 days after the date of such hiring, promotion or other event.

         2.3 Exercise. An Option and an SAR shall be exercisable in accordance
with such terms and conditions and during such periods as may be established by
the Committee; provided, however that if a Participant shall die while in the
employ of the Company or a Subsidiary and shall not have fully exercised an
Option or SAR, the Option or SAR may be exercised, subject to the condition that
no Option or SAR shall be exercisable after the expiration of ten years from the
date it is granted, to the extent that the Participant's right to exercise such
Option or SAR had accrued pursuant to this Section 2 of the Plan at the time of
his death and had not previously been exercised, at any time within one (1) year
after the Participant's death, by the executors or administrators of the
Participant or by any person or persons who shall have acquired the Option or
SAR directly from the Participant by bequest or inheritance.

         2.4 Payment of Option Exercise Price. The payment of the Exercise Price
of an Option granted under this Section 2 shall be subject to the following:

             (a) Subject to the following provisions of this subsection 2.4, the
full Exercise Price for shares of Stock purchased upon the exercise of any
Option shall be paid at the time of such exercise (except that, in the case of
an exercise arrangement approved by the Committee and described in paragraph
2.4(c), payment may be made as soon as practicable after the exercise).

             (b) The Exercise Price shall be payable in cash or by tendering, by
either actual delivery of shares or by attestation, shares of Stock acceptable
to the Committee, and valued at Fair Market Value as of the day of exercise, or
in any combination thereof, as determined by the Committee.

             (c) The Committee may permit a Participant to elect to pay the
Exercise Price upon the exercise of an Option by irrevocably authorizing a third
party to sell shares of Stock (or a sufficient portion of the shares) acquired
upon exercise of the Option and remit to the Company a sufficient portion of the
sale proceeds to pay the entire Exercise Price and any tax withholding
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resulting from such exercise or by executing a promissory note in form
satisfactory to the Committee.

         2.5 Settlement of Award. Stock of Stock delivered pursuant to the
exercise of an option or SAR shall be subject to such conditions, restrictions
and contingencies as the Committee may establish in the applicable Award
Agreement. Settlement of SARs may be made in shares of Stock (valued at their
Fair Market Value at the time of exercise), in cash, or in a combination
thereof, as determined in the discretion of the Committee. The Committee, in its
discretion, may impose such conditions, restrictions and contingencies with
respect to shares of Stock acquired pursuant to the exercise of an Option or an
SAR as the Committee determines to be desirable.

                                   SECTION 3

                               OTHER STOCK AWARDS

         3.1 Definitions.

             (a) A "Stock Unit" Award is the grant of a right to receive shares
of Stock in the future.

             (b) A "Performance Share" Award is a grant of a right to receive
shares of Stock or Stock Units which is contingent on the achievement of
performance or other objectives during a specified period.

             (c) A "Restricted Stock" Award is a grant of shares of Stock, and a
"Restricted Stock Unit" Award is the grant of a right to receive shares of Stock
in the future, with such shares of Stock or right to future delivery of such
shares of Stock subject to a risk of forfeiture or other restrictions that will
lapse upon the achievement of one or more goals relating to completion of
service by the Participant, or achievement of performance or other objectives,
as determined by the Committee.

         3.2 Restrictions on Stock Awards. Each Stock Unit Award, Restricted
Stock Award, Restricted Stock Unit Award and Performance Share Award shall be
subject to the following:

             (a) Any such Award shall be subject to such conditions,
restrictions and contingencies as the Committee shall determine.





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         (b) The Committee may designate whether any such Awards being granted
to any Participant are intended to be "performance-based compensation" as that
term is used in Code Section 162(m) of the Code. Any such Awards designated as
intended to be "performance-based compensation" shall be conditioned on the
achievement of one or more Performance Measures. The Performance Measures that
may be used by the Committee for such Awards shall be based on any one or more
of the following, as selected by the Committee: return on capital or increase in
pretax earnings of the Company and/or one or more divisions and/or subsidiaries,
return on stockholders' equity of the Company, increase in earnings per share of
the Company, sales of the Company and/or one or more divisions and/or
subsidiaries, pretax earnings of the Company and/or one or more divisions and/or
subsidiaries, net earnings of the Company and/or one or more divisions and/or
subsidiaries, control of operating and/or non-operating expenses of the Company
and/or one or more divisions and/or subsidiaries, margins of the Company and/or
one or more divisions and/or subsidiaries, market price of the Company's
securities and other objectively measurable factors directly tied to the
performance of the Company and/or one or more divisions and/or subsidiaries. For
Awards intended to be "performance-based compensation," the grant of the Awards
and the establishment of the Performance Measures shall be made during the
period required under Code Section 162(m).

                                    SECTION 4

                          OPERATION AND ADMINISTRATION

         4.1 Effective Date; Duration. Subject to the approval of the
shareholders of the Company, the Plan shall be effective as of June 8, 2000 (the
"Effective Date"); provided, however, that to the extent that Awards are granted
under the Plan prior to its approval by shareholders, the Awards shall be
contingent on approval of the Plan by the shareholders of the Company at such
annual meeting. The Plan shall have a duration of ten years from the date the
Plan is adopted, or, if earlier, the date the Plan is approved by shareholders;
provided that in the event of Plan termination, the Plan shall remain in effect
as long as any Awards under it are outstanding; provided, further however, that,
no Award may be granted under the Plan on a date that is more than ten years
from the date the Plan is adopted or, if earlier, the date the Plan is approved
by shareholders.


         4.2 Awards Subject to Plan. Awards granted under the Plan shall be
subject to the following:

             (a) Subject to the following provisions of this subsection 4.2, the
number of shares of Stock available for Awards under the Plan during any fiscal
year of the Company shall equal (i) 15 percent of the adjusted average of the
outstanding Stock, as that number is determined by the Company to calculate
fully diluted earnings per share for the preceding fiscal year; reduced by (ii)
any shares of Stock granted pursuant to Awards under the Plan, and any shares of
Stock subject to any outstanding Award under the Plan.




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                  (b) To the extent any shares of Stock covered by an Award are
not delivered to a Participant or beneficiary because the Award is forfeited or
canceled, or the shares of Stock are not delivered because the Award is settled
in cash or used to satisfy the applicable tax withholding obligation, such
shares shall not be deemed to have been delivered for purposes of determining
the maximum number of shares of Stock available for delivery under the Plan.

                  (c) If the exercise price of any stock option granted under
the Plan or the Prior Plan is satisfied by tendering shares of Stock to the
Company (by either actual delivery or by attestation), only the number of shares
of Stock issued net of the shares of Stock tendered shall be deemed delivered
for purposes of determining the maximum number of shares of Stock available for
delivery under the Plan.

                  (d) Subject to paragraph 4.2(e), the following additional
maximums are imposed under the Plan.

                  (i) The maximum number of shares of Stock that may be issued
         by Options intended to be ISOs shall be 4.5 million shares.

                  (ii) The maximum number of shares that may be covered by
         Awards granted to any one individual pursuant to Section 2 (relating to
         Options and SARs) shall be one million shares during any fiscal year.

                  (iii) No more than one million shares of Stock may be subject
         to Stock Unit Awards, Restricted Stock Awards, Restricted Stock Unit
         Awards and Performance Share Awards that are intended to be
         "performance-based compensation" (as that term is used for purposes of
         Code section 162(m)) granted to any one individual during any one
         fiscal-year period (regardless of when such shares are deliverable).

                  (e) Subject to any required action by the stockholders, the
number of shares that may be granted pursuant to this Plan and the number of
shares covered by each outstanding Award and the price per share in each such
Award, shall be proportionately adjusted for any increase or decrease in the
number of issued shares of the Company resulting from a subdivision or
consolidation of shares or the payment of a stock dividend (but only on the
shares) or any other increase or decrease in the number of such shares effected
without receipt of consideration by the Company.




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                  (f) If the Company merges or consolidates with another
corporation, whether or not the Company is a surviving corporation, or if the
Company is liquidated or sells or otherwise disposes of substantially all of its
assets while unexercised Options or other Awards remain outstanding under this
Plan, (A) subject to the provisions of clause (C) below, after the effective
date of the merger, consolidation, liquidation, sale or other disposition, as
the case may be, each holder of an outstanding Option or other Award shall be
entitled, upon exercise of that Option or Award or in place of it, as the case
may be, to receive, in lieu of shares of Stock, the number and class or classes
of shares of Stock or other securities or property to which the holder would
have been entitled if, immediately prior to the merger, consolidation,
liquidation, sale or other disposition, the holder had been the holder of record
of a number of shares of Stock equal to the number of shares of Stock as to
which that Option may be exercised or are subject to the Award; (B) if Options
or other Awards have not already become exercisable under Section 5 hereof, the
Board of Directors may waive any limitations set forth in or imposed pursuant to
this Plan so that all Options or other Awards, from and after a date prior to
the effective date of that merger, consolidation, liquidation, sale or other
disposition, as the case may be, specified by the Board of Directors, shall be
exercisable in full; and (C) all outstanding Options or SAR's may be cancelled
by the Board of Directors as of the effective date of any merger, consolidation,
liquidation, sale or other disposition provided that any optionee or SAR holder
shall have the right immediately prior to such event to exercise his or her
Option or SAR to the extent such optionee or holder is otherwise able to do so
in accordance with this Plan (including Section 5 hereof) or his individual
Option or SAR agreement.

                  (g) In the event of a change in the shares of the Company as
presently constituted, which is limited to a change of all of its authorized
shares with par value into the same number of shares with a different par value
or without par value, the shares resulting from any such change shall be deemed
to be the shares within the meaning of this Plan.

                  (h) To the extent that the foregoing adjustments relate to
Stock or securities of the Company, such adjustments shall be made by the
Committee, whose determination in that respect shall be final, binding and
conclusive; provided, that each Option which, upon grant of the Option, is
specifically designated as an ISO shall not be adjusted in a manner that causes
the Option to fail to continue to qualify as an ISO without the consent of the
Option holder.

                  (i) Except as hereinbefore expressly provided in this
Section 4, a Participant shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class or by reason of any dissolution, liquidation, merger, or consolidation
or spin-off of assets or stock of another corporation, and any issue by the
Company of shares of stock of any class, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number or price of shares of
Stock subject to an Award, unless the Committee shall otherwise determine.




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                  (j) The grant of any Award pursuant to this Plan shall not
affect in any way the right or power of the Company (A) to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, (B) to merge or consolidate, (C) to dissolve, liquidate or sell, or
transfer all or any part of its business or assets or (D) to issue any bonds,
debentures, preferred or other preference stock ahead of or affecting the Stock.
If any action described in the preceding sentence results in a fractional share
for any Participant under any Award hereunder, such fraction shall be completely
disregarded and the Participant shall only be entitled to the whole number of
shares resulting from such adjustment.

         4.3 General Restrictions. Delivery of shares of Stock or other amounts
under the Plan shall be subject to the following:

                  (a) Notwithstanding any other provision of the Plan, the
Company shall have no liability to deliver any shares of Stock under the Plan or
make any other distribution of benefits under the Plan unless such delivery or
distribution would comply with all applicable laws (including, without
limitation, the requirements of the Securities Act of 1933), and the applicable
requirements of any securities exchange or similar entity.

                  (b) To the extent that the Plan provides for issuance of stock
certificates to reflect the issuance of shares of Stock, the issuance may be
effected on a non-certificated basis, to the extent not prohibited by applicable
law or the applicable rules of any stock exchange.

         4.4 Tax Withholding. All distributions under the Plan are subject to
withholding of all applicable taxes, and the Committee may condition the
delivery of any shares or other benefits under the Plan on satisfaction of the
applicable withholding obligations. The Committee, in its discretion, and
subject to such requirements as the Committee may impose prior to the occurrence
of such withholding, may permit such withholding obligations to be satisfied
through cash payment by the Participant, through the surrender of shares of
Stock which the Participant already owns, or through the surrender of shares of
Stock to which the Participant is otherwise entitled under the Plan.

         4.5 Use of Shares. Subject to the overall limitation on the number of
shares of Stock that may be delivered under the Plan, the Committee may use
available shares of Stock as the form of payment for compensation, grants or
rights earned or due under any other compensation plans or arrangements of the
Company or a Subsidiary, including the plans and arrangements of the Company or
a Subsidiary assumed in business combinations.

         4.6 Dividends and Dividend Equivalents. An Award (including without
limitation an Option or SAR Award) may provide the Participant with the right to
receive dividend payments or dividend equivalent payments with respect to Stock
subject to the Award (both before and after the Stock subject to the Award is
earned, vested, or acquired), which payments may be either made currently or
credited to an account for the Participant, and may be settled in cash or Stock
as determined by the Committee. Any such settlements, and any such crediting of
dividends or dividend equivalents or reinvestment in shares of Stock, may be
subject to such conditions, restrictions and contingencies as the Committee
shall establish, including the reinvestment of such credited amounts in Stock
equivalents.




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         4.7 Payments. Awards may be settled through cash payments, the delivery
of shares of Stock, the granting of replacement Awards, or combination thereof
as the Committee shall determine. Any Award settlement, including payment
deferrals, may be subject to such conditions, restrictions and contingencies as
the Committee shall determine. The Committee may permit or require the deferral
of any Award payment, subject to such rules and procedures as it may establish,
which may include provisions for the payment or crediting of interest, or
dividend equivalents, including converting such credits into deferred Stock
equivalents. Each Subsidiary shall be liable for payment of cash due under the
Plan with respect to any Participant to the extent that such benefits are
attributable to the services rendered for that Subsidiary by the Participant.
Any disputes relating to liability of a Subsidiary for cash payments shall be
resolved by the Committee.

         4.8 Transferability. Except as otherwise provided by the Committee,
Awards under the Plan are not transferable except as designated by the
Participant by will or by the laws of descent and distribution.

         4.9 Form and Time of Elections. Unless otherwise specified herein, each
election required or permitted to be made by any Participant or other person
entitled to benefits under the Plan, and any permitted modification, or
revocation thereof, shall be in writing filed with the Committee at such times,
in such form, and subject to such restrictions and limitations, not inconsistent
with the terms of the Plan, as the Committee shall require.

         4.10 Agreement With Company. An Award under the Plan shall be subject
to such terms and conditions, not inconsistent with the Plan, as the Committee
shall, in its sole discretion, prescribe. The terms and conditions of any Award
to any Participant shall be reflected in such form of written document as is
determined by the Committee. A copy of such document shall be provided to the
Participant, and the Committee may, but need not, require that the Participant
shall sign a copy of such document. Such document is referred to in the Plan as
an "Award Agreement" regardless of whether any Participant signature is
required.

         4.11 Action by Company or Subsidiary. Any action required or permitted
to be taken by the Company or any Subsidiary shall be by resolution of its board
of directors, or by action of one or more members of the board (including a
committee of the board) who are duly authorized to act for the board, or (except
to the extent prohibited by applicable law or applicable rules of any stock
exchange) by a duly authorized officer of such company.

         4.12 Gender and Number. Where the context admits, words in any gender
shall include any other gender, words in the singular shall include the plural
and the plural shall include the singular.




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              4.13 Limitation of Implied Rights.

                   (a) Neither a Participant nor any other person shall, by
reason of participation in the Plan, acquire any right in or title to any
assets, funds or property of the Company or any Subsidiary whatsoever,
including, without limitation, any specific funds, assets, or other property
which the Company or any Subsidiary, in its sole discretion, may set aside in
anticipation of a liability under the Plan. A Participant shall have only a
contractual right to the Stock or amounts, if any, payable under the Plan,
unsecured by any assets of the Company or any Subsidiary, and nothing contained
in the Plan shall constitute a guarantee that the assets of the Company or any
Subsidiary shall be sufficient to pay any benefits to any person.

                   (b) The Plan does not constitute a contract of employment,
and selection as a Participant will not give any participating employee the
right to be retained in the employ of the Company or any Subsidiary, nor any
right or claim to any benefit under the Plan, unless such right or claim has
specifically accrued under the terms of the Plan. Except as otherwise provided
in the Plan, no Award under the Plan shall confer upon the holder thereof any
rights as a shareholder of the Company prior to the date on which the individual
fulfills all conditions for receipt of such rights.

         4.14 Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.

                                    SECTION 5

                                CHANGE IN CONTROL

         Subject to the provisions of paragraph 4.2(e) (relating to the
adjustment of shares), and except as otherwise provided in the Plan or the Award
Agreement reflecting the applicable Award, upon the occurrence of a Change in
Control:

                   (a) All outstanding Options (regardless of whether in tandem
with SARs) shall become fully exercisable.

                   (b) All outstanding SARs (regardless of whether in tandem
with Options) shall become fully exercisable.

                   (c) All Stock Units, Restricted Stock, Restricted Stock
Units, and Performance Shares shall become fully vested.




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                                    SECTION 6

                                    COMMITTEE

         6.1 Administration. The authority to control and manage the operation
and administration of the Plan shall be vested in a committee (the "Committee")
in accordance with this Section 6. The Committee shall be selected by the Board,
and at all times that any securities of the Company are registered under Section
12 of the Securities Exchange Act of 1934, as amended, shall consist solely of
two or more members of the Board who are nonemployee directors within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and
are outside directors within the meaning of Code Section 162(m). If the
Committee does not exist, or for any other reason determined by the Board, the
Board may take any action under the Plan that would otherwise be the
responsibility of the Committee.

         6.2 Powers of Committee. The Committee's administration of the Plan
shall be subject to the following:

             (a) Subject to the provisions of the Plan, the Committee will have
the authority and discretion to select from among the Eligible Grantees those
persons who shall receive Awards, to determine the time or times of receipt, to
determine the types of Awards and the number of shares covered by the Awards, to
establish the terms, conditions, performance criteria, restrictions, and other
provisions of such Awards, and (subject to the restrictions imposed by Section
7) to cancel or suspend Awards.

             (b) To the extent that the Committee determines that the
restrictions imposed by the Plan preclude the achievement of the material
purposes of the Awards in jurisdictions outside the United States, the Committee
will have the authority and discretion to modify those restrictions as the
Committee determines to be necessary or appropriate to conform to applicable
requirements or practices of jurisdictions outside of the United States.

             (c) The Committee will have the authority and discretion to
interpret the Plan, to establish, amend, and rescind any rules and regulations
relating to the Plan, to determine the terms and provisions of any Award
Agreement made pursuant to the Plan, and to make all other determinations that
may be necessary or advisable for the administration of the Plan.

             (d) Any interpretation of the Plan by the Committee and any
decision made by it under the Plan is final and binding on all persons.

             (e) In controlling and managing the operation and administration of
the Plan, the Committee shall take action in a manner that conforms to the
articles and by-laws of the Company, and applicable state corporate law.

         6.3 Delegation by Committee. Except to the extent prohibited by
applicable law or the applicable rules of a stock exchange, the Committee may
allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any part of its responsibilities and
powers to any person or persons selected by it. Any such allocation or
delegation may be revoked by the Committee at any time.




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         6.4 Information to be Furnished to Committee. The Company and
Subsidiaries shall furnish the Committee with such data and information as it
determines may be required for it to discharge its duties. The records of the
Company and Subsidiaries as to an employee's or Participant's employment,
termination of employment, leave of absence, reemployment and compensation shall
be conclusive on all persons unless determined to be incorrect. Participants and
other persons entitled to benefits under the Plan must furnish the Committee
such evidence, data or information as the Committee considers desirable to carry
out the terms of the Plan.

                                    SECTION 7

                            AMENDMENT AND TERMINATION

         The Board may, at any time, amend or terminate the Plan, provided that
no amendment or termination may, in the absence of written consent to the change
by the affected Participant (or, if the Participant is not then living, the
affected beneficiary), adversely affect the rights of any Participant or
beneficiary under any Award granted under the Plan prior to the date such
amendment is adopted by the Board; provided that adjustments pursuant to
paragraph 4.2(e) shall not be subject to the foregoing limitations of this
Section 7.

                                    SECTION 8

                                  DEFINED TERMS

         In addition to the other definitions contained herein, the following
definitions shall apply:

                  (a) Award. The term "Award" shall mean any award or benefit
granted under the Plan, including, without limitation, the grant of Options,
SARs, Stock Unit Awards, Restricted Stock Awards, Restricted Stock Unit Awards
and Performance Share Awards.

                  (b)      Board.  The term "Board" shall mean the Board of
Directors of the Company.


                  (c) Change in Control. The term "Change in Control" means a
change in the beneficial ownership of the Company's voting stock or a change in
the composition of the Board which occurs as follows:




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                                    (i) Any "person," including a "syndication"
                  or "group" as those terms are used in Section 13(d)(3) of the
                  Securities Exchange Act of 1934, is or becomes the beneficial
                  owner, directly or indirectly, of securities of the Company
                  representing 40% or more of the combined voting power of the
                  Company's then outstanding "Voting Securities," which is any
                  security which ordinarily possesses the power to vote in the
                  election of the Board of Directors of a corporation without
                  the happening of any precondition or contingency;

                                    (ii) the Company is merged or consolidated
                  with another corporation and immediately after giving effect
                  to the merger or consolidation either (i) less than 60% of the
                  outstanding Voting Securities of the surviving or resulting
                  entity are then beneficially owned in the aggregate by (x) the
                  stockholders of the Company immediately prior to such merger
                  or consolidation, or (y) if a record date has been set to
                  determine the stockholders of the Company entitled to vote on
                  such merger or consolidation, the stockholders of the Company
                  as of such record date, or (ii) the Board of Directors, or
                  similar governing body, of the surviving or resulting entity
                  does not have as a majority of its members the persons
                  specified in clauses (iii)(A) and (B) below;

                                    (iii) If at any time the following do not
                  constitute a majority of the Board of Directors of the Company
                  (or any successor entity referred to in clause (ii) above):
                  Persons who, prior to their election as a director of the
                  Company (or successor entity if applicable) were nominated,
                  recommended or endorsed by a formal resolution of the Board of
                  Directors of the Company;

                                    (iv) If at any time during a calendar year a
                  majority of the directors of the Company are not persons who
                  were directors at the beginning of the calendar year; or

                                    (v) the Company transfers substantially all
                  of its assets to another corporation which is a less than 80%
                  owned subsidiary of the Company.


                  (d) Code. The term "Code" means the Internal Revenue Code of
1986, as amended. A reference to any provision of the Code shall include
reference to any successor provision of the Code.

                  (e) Eligible Grantee. The term "Eligible Grantee" shall mean
any employee or director of the Company or a Subsidiary and any consultant or
other person providing services to the Company or Subsidiary. An Award may be
granted to an employee, in connection with hiring, retention or otherwise, prior
to the date the employee first performs services for the Company or the
Subsidiaries, provided that such Award shall not become vested prior to the date
the employee first performs such services.

                  (f)      Fair Market Value. For purposes of determining the
"Fair Market Value" of a share of Stock as of any date, the following rules
shall apply:


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                           (i) If the principal market for the Stock is a
                  national securities exchange or the Nasdaq stock market, then
                  the "Fair Market Value" as of that date shall be the mean
                  between the lowest and highest reported sale prices of the
                  Stock on that date on the principal exchange or market on
                  which the Stock is then listed or admitted to trading;

                           (ii) If sale prices are not available or if the
                  principal market for the Stock is not a national securities
                  exchange and the Stock is not quoted on the Nasdaq stock
                  market, the average between the highest bid and lowest asked
                  prices for the Stock on such day as reported on the Nasdaq OTC
                  Bulletin Board Service or by the National Quotation Bureau,
                  Incorporated or a comparable service; or

                           (iii) If the day is not a business day, and as a
                  result, paragraphs (i) and (ii) next above are inapplicable,
                  the Fair Market Value of the Stock shall be determined as of
                  the next earlier business day. If paragraphs (i) and (ii) next
                  above are otherwise inapplicable, then the Fair Market Value
                  of the Stock shall be determined in good faith by the
                  Committee.

                  (g) Subsidiaries. The term "Subsidiary" means any subsidiary
of the Company, and any business venture designated by the Committee in which
the Company has a significant interest, as determined in the discretion of the
Committee.

                  (h) Stock. The term "Stock" shall mean shares of common stock
of the Company.




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<PAGE>   14

                                    SECTION 9

                              SECURITIES REGULATION

         Each grant agreement hereunder may provide that, upon the receipt of
Stock as a result of the surrender or exercise of an Option or Award, the
Participant shall, if so requested by the Company, hold such Stock for
investment and not with a view of resale or distribution to the public and, if
so requested by the Company, shall deliver to the Company a written statement
satisfactory to the Company to that effect. Each grant agreement may also
provide that, if so requested by the Company, the Participant shall make a
written representation to the Company that he or she will not sell or offer to
sell any of such Stock unless a registration statement shall be in effect with
respect to such Stock under the Securities Act of 1933, as amended ("1933 Act"),
and any applicable state securities law, or unless he or she shall have
furnished to the Company an opinion, in form and substance satisfactory to the
Company, of legal counsel acceptable to the Company, that such registration is
not required. Certificates representing the Stock transferred upon the exercise
or surrender of an Option or Award granted under this Plan may at the discretion
of the Company bear a legend to the effect that such Stock has not been
registered under the 1933 Act or any applicable state securities law and that
such Stock may not be sold or offered for sale in the absence of an effective
registration statement as to such Stock under the 1933 Act and any applicable
state securities law or an opinion, in form and substance satisfactory to the
Company, of legal counsel acceptable to the Company, that such registration is
not required.


                                   SECTION 10

                                  GOVERNING LAW

         This Plan shall be governed by, and construed in accordance with, the
laws of the State of Georgia, except to the extent that the General Corporation
Law of the State of Delaware shall be applicable.




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