Exhibit 10.4

                          IDM ENVIRONMENTAL CORP. 1998
                    COMPREHENSIVE STOCK OPTION AND AWARD PLAN

                              ARTICLE I -- PREAMBLE
 
     1.1 The IDM Environmental  Corp. 1998 Comprehensive  Stock Option and Award
Plan is  intended  to  secure  for the  Corporation,  its  Subsidiaries  and its
shareholders  the benefits  arising from ownership of the  Corporation's  Common
Stock  by the  employees  of the  Corporation  and its  Subsidiaries  and by the
directors and certain key  consultants of the  Corporation,  all of whom are and
will be responsible for the Corporation's future growth. The Plan is designed to
help attract and retain for the  Corporation and its  Subsidiaries  personnel of
superior  ability  for  positions  of  exceptional  responsibility,   to  reward
employees,  directors  and  consultants  for past  services and to motivate such
individuals through added incentives to further contribute to the success of the
Corporation.  With  respect  to  persons  subject  to  Section  16 of  the  Act,
transactions  under this Plan are intended to satisfy the  requirements  of Rule
16b-3 of the Act.

     1.2 Awards  under the Plan may be made to  Eligible  Persons in the form of
(i) Incentive  Stock Options (to Eligible  Employees  only);  (ii)  Nonqualified
Stock  Options;  (iii)  Restricted  Stock;  (iv) Stock Awards;  (v)  Performance
Shares; or (vi) any combination of the foregoing.
 
     1.3 The Plan shall be  effective  January 8, 1998 (the  "Effective  Date"),
subject  to  approval  by the  shareholders  of the  Corporation  to the  extent
necessary to satisfy the  requirements of the Code, The Nasdaq Stock Market,  or
other applicable federal or state law.

                            ARTICLE II -- DEFINITIONS
 
     DEFINITIONS.  Except where the context otherwise  indicates,  the following
definitions apply:

     2.1 "Act" means the Securities Exchange Act of 1934, as now in effect or as
hereafter amended.

     2.2 "Award" means an award granted to a Participant in accordance  with the
provisions of the Plan, including, but not limited to, Stock Options, Restricted
Stock, Stock Awards, Performance Shares, or any combination of the foregoing.

     2.3 "Award Agreement" means the separate written agreement  evidencing each
Award granted to a Participant under the Plan.

     2.4 "Board of Directors" means the Board of Directors of the Corporation.


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     2.5  "Change  of  Control"  means (i) the  adoption  of a plan of merger or
consolidation of the Corporation with any other  corporation or association as a
result of which the holders of the voting capital stock of the  Corporation as a
group would  receive less than 50% of the voting  capital stock of the surviving
or  resulting  corporation;  (ii) the  approval by the Board of  Directors of an
agreement  providing  for the  sale or  transfer  (other  than as  security  for
obligations  of  the  Corporation)  of  substantially  all  the  assets  of  the
Corporation;  or (iii) in the absence of a prior  expression  of approval by the
Board of Directors, the acquisition of more than 20% of the Corporation's voting
capital stock by any person  within the meaning of Section  13(d)(3) of the Act,
other than a person, or group including a person, who beneficially  owned, as of
the Effective Date, more than 5.0% of the Corporation's voting capital stock.

     2.6 "Code" means the Internal  Revenue Code of 1986, as now in effect or as
hereafter  amended.  (All citations to sections of the Code are to such sections
as they may from time to time be amended or renumbered.)

     2.7 "Committee" means a committee of the Board of Directors established for
the  administration of the Plan pursuant to Article III and consisting of two or
more Directors. To the extent necessary to comply with Rule 16b-3 under the Act,
the Committee shall consist solely of two or more  Non-Employee  Directors.  The
Compensation  Committee of the Board of Directors shall constitute the Committee
until otherwise determined by the Board of Directors.

     2.8 "Common  Stock" means the common stock of the  Corporation to be issued
pursuant to the Plan.

     2.9 "Corporation" means IDM Environmental  Corp., a New Jersey corporation,
and its successors and assigns.

     2.10  "Director"   means  a  member  of  the  Board  of  Directors  of  the
Corporation.

     2.11   "Disability"   means   disability  as  determined  under  procedures
established  by the Committee or in any Award,  as set forth in a  Participant's
Award Agreement.

     2.12  "Effective  Date"  shall be the date set forth in Section  1.3 of the
Plan.

     2.13 "Eligible Employee" means an Eligible Person who is an employee of the
Corporation or any Subsidiary.

     2.14  "Eligible  Person"  means  any  employee  of the  Corporation  or any
Subsidiary  or any  Director,  as well as any  consultant  or other person whose
participation  the  Committee   determines  is  in  the  best  interest  of  the
Corporation,  subject to  limitations as may be provided by the Code, the Act or
the Committee. 

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     2.15 "ERISA" means the Employee  Retirement Income Security Act of 1974, as
now in effect or as hereafter amended.

     2.16  "Fair  Market  Value"  means,  as of a given  date and for so long as
shares of the  Common  Stock are  listed on a national  securities  exchange  or
reported on The Nasdaq Stock Market as a Nasdaq  National Market  security,  the
mean  between the high and low sales  prices for the Common  Stock on such date,
or, if no such  shares  were sold on such date,  the most  recent  date on which
shares of such Common Stock were sold,  as reported in The Wall Street  Journal.
If the Common Stock is not listed on a national  securities exchange or reported
on The Nasdaq Stock Market as a Nasdaq  National  Market  security,  Fair Market
Value shall mean the average of the closing bid and asked  prices for such stock
in the  over-the-counter  market as reported by The Nasdaq Stock Market.  If the
Common Stock is not listed on a national  securities exchange or reported on The
Nasdaq   Stock   Market  as  a  Nasdaq   National   Market   security,   or  the
over-the-counter  market,  Fair  Market  Value  shall be the fair value  thereof
determined in good faith by the Board of Directors.

     2.17 "Grant Date" means, as to any Award, the latest of:

          (a) the date on which the Committee authorizes the grant of the Award;
     or

          (b) the date the  Participant  receiving the Award becomes an employee
     or a  director  of the  Corporation  or  its  Subsidiaries,  to the  extent
     employment  status is a condition of the grant or a requirement of the Code
     or the Act; or
 
          (c) such other date  (later  than the dates  described  in (a) and (b)
     above) as the Committee may designate and as set forth in the Participant's
     Award Agreement.

     2.18 "Immediate  Family" means any child,  stepchild,  grandchild,  parent,
stepparent,   grandparent,   spouse,  sibling,   mother-in-law,   father-in-law,
son-in-law,  daughter-in-law,  brother-in-law or sister-in-law and shall include
adoptive relationships.

     2.19  "Incentive  Stock  Option"  means  a  Stock  Option  that  meets  the
requirements  of Section 422 of the Code and is granted  under Article IV of the
Plan and  designated  as an  Incentive  Stock  Option in a  Participant's  Award
Agreement.

     2.20 "Non-Employee Director" shall have the meaning set forth in Rule 16b-3
under the Act.

     2.21  "Nonqualified  Stock  Option" means a Stock Option that does not meet
the  requirements  of Section 422 of the Code and is granted  under Article V of
the Plan,  or, even if meeting the  requirements  of Section 422 of the Code, is
not intended to be an Incentive  Stock  Option and is not so  designated  in the
Participant's Award Agreement.

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     2.22 "Option  Period"  means the period  during which a Stock Option may be
exercised  from time to time, as  established  by the Committee and set forth in
the Award Agreement for each Participant who is granted a Stock Option.

     2.23 "Option  Price"  means the purchase  price for a share of Common Stock
subject to purchase  pursuant to a Stock Option, as established by the Committee
and set forth in the Award Agreement for each Participant who is granted a Stock
Option.

     2.24  "Participant"  means an  Eligible  Person  to whom an Award  has been
granted and who has entered into an Award Agreement evidencing the Award.

     2.25  "Performance  Objectives" shall have the meaning set forth in Article
IX of the Plan.

     2.26 "Performance Period" shall have the meaning set forth in Article IX of
the Plan.

     2.27  "Performance  Share" means an Award under Article IX of the Plan of a
unit valued by reference to the Common Stock,  the payout of which is subject to
achievement  of  such  Performance  Objectives,  measured  during  one  or  more
Performance Periods, as the Committee,  in its sole discretion,  shall establish
at the time of such Award and set forth in a Participant's Award Agreement.

     2.28 "Plan" means the IDM  Environmental  Corp.  1998  Comprehensive  Stock
Option and Award Plan, as amended from time to time.

     2.29  "Restricted  Stock"  means an Award under  Article VII of the Plan of
shares of Common Stock that are at the time of the Award subject to restrictions
or  limitations as to the  Participant's  ability to sell,  transfer,  pledge or
assign such shares, which restrictions or limitations may lapse separately or in
combination  at  such  time or  times,  in  installments  or  otherwise,  as the
Committee, in its sole discretion, shall determine at the time of such Award and
set forth in a Participant's Award Agreement.
 
     2.30  "Restriction  Period"  means the period  commencing on the Grant Date
with respect to such shares of  Restricted  Stock and ending on such date as the
Committee,  in  its  sole  discretion,  shall  establish  and  set  forth  in  a
Participant's Award Agreement.

     2.31   "Retirement"   means   retirement  as  determined  under  procedures
established  by the Committee or in any Award,  as set forth in a  Participant's
Award Agreement.

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     2.32 "Stock  Award" means an Award of shares of Common Stock under  Article
VIII of the Plan.

     2.33 "Stock  Option"  means an Award  under  Article IV or Article V of the
Plan of an option to  purchase  Common  Stock.  A Stock  Option may be either an
Incentive Stock Option or a Nonqualified Stock Option.

     2.34 "Subsidiary" means a subsidiary corporation of the Corporation as that
term is  defined  in Code  section  424(f).  "Subsidiaries"  means more than one
Subsidiary.

     2.35 "Ten  Percent  Stockholder"  means an  individual  who, at the time of
grant,  owns stock  possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Corporation.

     2.36  "Termination  of  Service"  means  (i) in  the  case  of an  Eligible
Employee,  the  discontinuance  of  employment  of  such  Participant  with  the
Corporation or its  Subsidiaries for any reason other than a transfer to another
member of the group  consisting of the Corporation and its Subsidiaries and (ii)
in the case of a  Director  who is not an  employee  of the  Corporation  or any
Subsidiary,  the date  such  Participant  ceases  to serve  as a  Director.  The
determination of whether a Participant has discontinued service shall be made by
the Committee in its sole  discretion.  In determining  whether a Termination of
Service has occurred,  the Committee may provide that service as a consultant or
service with a business  enterprise in which the  Corporation  has a significant
ownership interest shall be treated as employment with the Corporation.

                          ARTICLE III -- ADMINISTRATION

     3.1 The Plan shall be  administered  by the Committee.  Except as otherwise
required by Rule 16b-3 under the Act,  the  Committee,  in its  discretion,  may
delegate  to  one or  more  of its  members  such  of  its  powers  as it  deems
appropriate.  The Committee also may limit the power of any member to the extent
necessary  to comply  with Rule 16b-3  under the Act or any other  law,  rule or
regulation.  The Board of Directors may serve as the Committee,  if by the terms
of the Plan all  members of the Board of  Directors  are  otherwise  eligible to
serve on the Committee.

     3.2 The Committee shall meet at such times and places as it determines. The
Committee  shall at all times operate and be governed,  and  Committee  meetings
shall be conducted and action taken,  in accordance  with the  provisions of the
Corporation's  Bylaws  or  resolutions  or  policies  adopted  by the  Board  of
Directors  from  time to time  regarding  the  operation  of  committees  of the
Corporation.

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     3.3  Except  as set forth in  Sections  3.15 and 3.16  regarding  grants of
Awards by the Board of Directors and grants of Awards to Non-employee Directors,
the  Committee  shall  have the  exclusive  right  to  interpret,  construe  and
administer the Plan, to select the Eligible  Persons who shall receive an Award,
and  to  act in  all  matters  pertaining  to the  grant  of an  Award  and  the
determination  and  interpretation  of  the  provisions  of  the  related  Award
Agreement,  including,  without  limitation,  the determination of the number of
shares  subject to Stock Options and the Option  Period(s)  and Option  Price(s)
thereof,  the number of shares of  Restricted  Stock or shares  subject to Stock
Awards or Performance  Shares subject to an Award,  the vesting periods (if any)
and the form,  terms,  conditions and duration of each Award,  and any amendment
thereof consistent with the provisions of the Plan. All acts, determinations and
decisions of the Committee made or taken pursuant to the Plan or with respect to
any questions arising in connection with the  administration  and interpretation
of the Plan or any Award Agreement, including the severability of any and all of
the  provisions  thereof,  shall  be  conclusive,  final  and  binding  upon all
Participants, Eligible Persons and their beneficiaries.

     3.4 The  Committee  may adopt such rules,  regulations  and  procedures  of
general application for the administration of this Plan as it deems appropriate.

     3.5 Without limiting the provisions of this Article III, and subject to the
provisions  of Article X, the  Committee is authorized to take such action as it
determines to be necessary or advisable,  and fair and equitable to Participants
and to the Corporation,  with respect to an outstanding  Award in the event of a
Change of Control as described in Article X or other similar event.  Such action
may include, but shall not be limited to, establishing,  amending or waiving the
form,  terms,  conditions  and  duration  of an  Award  and  the  related  Award
Agreement, so as to provide for earlier, later, extended or additional times for
exercise or payments,  differing  methods for  calculating  payments,  alternate
forms and amounts of payment,  an accelerated  release of  restrictions or other
modifications.  The Committee may take such actions pursuant to this Section 3.5
by adopting rules and regulations of general  applicability  to all Participants
or to certain  categories of  Participants,  by  including,  amending or waiving
terms and conditions in an Award and the related Award  Agreement,  or by taking
action with respect to individual Participants from time to time.

     3.6 Subject to the  provisions  of Section 3.11,  the  aggregate  number of
shares of Common  Stock which may be issued  pursuant  to Awards  under the Plan
shall be one million  (1,000,000)  shares.  Such shares of Common Stock shall be
made available from authorized and unissued shares of the Corporation.

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          (a) For all purposes under the Plan,  each  Performance  Share awarded
     shall be counted as one share of Common Stock subject to an Award.

          (b) If, for any reason,  any shares of Common Stock (including  shares
     of Common Stock  subject to  Performance  Shares) that have been awarded or
     are subject to issuance or purchase  pursuant to Awards  outstanding  under
     the  Plan  are  not  delivered  or  purchased,  or  are  reacquired  by the
     Corporation,  for any reason,  including but not limited to a forfeiture of
     Restricted Stock or failure to earn Performance  Shares or the termination,
     expiration or cancellation of a Stock Option,  or any other  termination of
     an Award  without  payment being made in the form of shares of Common Stock
     (whether or not Restricted Stock), such shares of Common Stock shall not be
     charged  against the aggregate  number of shares of Common Stock  available
     for Award under the Plan and shall again be available  for Awards under the
     Plan.  In no event,  however,  may  Common  Stock  that is  surrendered  or
     withheld  to pay the  exercise  price of a Stock  Option or to satisfy  tax
     withholding requirements be available for future grants under the Plan.

          (c) The foregoing subsections (a) and (b) of this Section 3.6 shall be
     subject to any limitations  provided by the Code or by Rule 16b-3 under the
     Act or by any other applicable law, rule or regulation.

     3.7 Each Award granted under the Plan shall be evidenced by a written Award
Agreement,  which shall be subject to and shall  incorporate  (by  reference  or
otherwise) the applicable terms and conditions of the Plan and shall include any
other terms and  conditions  (not  inconsistent  with the Plan)  required by the
Committee.

     3.8  The  Corporation  shall  not be  required  to  issue  or  deliver  any
certificates for shares of Common Stock under the Plan prior to:

     (a)  any  required  approval  of  the  Plan  by  the  shareholders  of  the
Corporation; and

     (b) the completion of any  registration or  qualification of such shares of
Common Stock under any federal or state law, or any ruling or  regulation of any
governmental body that the Corporation shall, in its sole discretion,  determine
to be necessary or advisable.

     3.9 The Committee may require any  Participant  acquiring  shares of Common
Stock  pursuant to any Award under the Plan to  represent  to and agree with the
Corporation  in writing that such person is acquiring the shares of Common Stock
for investment  purposes and without a view to resale or  distribution  thereof.
Shares of Common Stock issued and delivered under the Plan shall also be subject
to such  stop-transfer  orders and other  restrictions as the Committee may deem
advisable under the rules,  regulations and other requirements of the Securities
and Exchange Commission,  any stock exchange upon which the Common Stock is then
listed and any  applicable  federal or state laws, and the Committee may cause a
legend or legends to be placed on the certificate or  certificates  representing
any such  shares to make  appropriate  reference  to any such  restrictions.  In
making such determination, the Committee may rely upon an opinion of counsel for
the Corporation.

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     3.10  Except as  otherwise  expressly  provided  in the Plan or in an Award
Agreement  with respect to an Award,  no  Participant  shall have any right as a
shareholder  of the  Corporation  with  respect  to any  shares of Common  Stock
subject to such Participant's Award except to the extent that, and until, one or
more  certificates  representing  such  shares of Common  Stock  shall have been
delivered to the Participant.  No shares shall be required to be issued,  and no
certificates shall be required to be delivered,  under the Plan unless and until
all of the terms and conditions applicable to such Award shall have, in the sole
discretion of the Committee,  been satisfied in full and any restrictions  shall
have lapsed in full, and unless and until all of the  requirements of law and of
all regulatory  bodies having  jurisdiction over the offer and sale, or issuance
and delivery, of the shares shall have been fully complied with.

     3.11 The total amount of shares with respect to which Awards may be granted
under the Plan and rights of outstanding Awards (both as to the number of shares
subject to the  outstanding  Awards and the Option  Price(s)  or other  purchase
price(s) of such shares, as applicable) shall be appropriately  adjusted for any
increase or decrease in the number of outstanding  shares of Common Stock of the
Corporation  resulting  from payment of a stock  dividend on the Common Stock, a
stock split or subdivision  or  combination of shares of the Common Stock,  or a
reorganization or  reclassification  of the Common Stock, or any other change in
the structure of shares of the Common Stock.  The foregoing  adjustments and the
manner of  application  of the foregoing  provisions  shall be determined by the
Committee  in its sole  discretion.  Any such  adjustment  may  provide  for the
elimination of any fractional  shares which might otherwise become subject to an
Award.  All  adjustments  made as the result of the foregoing in respect of each
Incentive  Stock Option shall be made so that such Incentive  Stock Option shall
continue to be an Incentive Stock Option, as defined in Section 422 of the Code.

     3.12 The members of the Committee shall be entitled to  indemnification  by
the  Corporation in the manner and to the extent set forth in the  Corporation's
Bylaws or as otherwise  provided from time to time regarding  indemnification of
Directors.

     3.13  The  Committee  shall  be  authorized  to  make  adjustments  in  any
performance  based criterium or in the other terms and conditions of outstanding
Awards  in  recognition  of  unusual  or  nonrecurring   events   affecting  the
Corporation  (or any Subsidiary,  if applicable) or its financial  statements or
changes in applicable laws, regulations or accounting principles.  The Committee
may correct any defect,  supply any omission or reconcile any  inconsistency  in
the Plan or any Award  Agreement  in the  manner and to the extent it shall deem
necessary  or  desirable  to  reflect  any such  adjustment.  In the  event  the
Corporation (or any Subsidiary, if applicable) shall assume outstanding employee
benefit  awards  or the  right or  obligation  to make  future  such  awards  in
connection with the acquisition of another  corporation or business entity,  the
Committee  may, in its sole  discretion,  make such  adjustments in the terms of
outstanding Awards under the Plan as it shall deem appropriate.

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     3.14 Subject to the express  provisions of the Plan,  the  Committee  shall
have full power and  authority  to determine  whether,  to what extent and under
what  circumstances  any  outstanding  Award  shall  be  terminated,   canceled,
forfeited or suspended.  Notwithstanding the foregoing or any other provision of
the Plan or an Award  Agreement,  all Awards to any Participant that are subject
to any  restriction  or  have  not  been  earned  or  exercised  in  full by the
Participant  shall be terminated  and canceled if the  Participant is terminated
for cause, as determined by the Committee in its sole discretion.

     3.15 In addition to, and not in  limitation  of, the right of the Committee
to grant Awards to Eligible  Persons under this Plan the full Board of Directors
may from time to time grant Awards to Eligible Persons pursuant to the terms and
conditions of this Plan,  subject to the  requirements  of the Code,  Rule 16b-3
under the Act or any other  applicable  law, rule or  regulation.  In connection
with any such  grants,  the Board of  Directors  shall have all of the power and
authority of the Committee to determine the Eligible Persons to whom such Awards
shall be granted and the other terms and conditions of such Awards.

     3.16 Notwithstanding  anything herein to the contrary,  grants of Awards to
Non-Employee  Directors  shall only be made pursuant to the  following  formula:
Each Non-Employee  Director serving in such capacity  immediately  following the
first annual  shareholders  meeting of the  Corporation  following the Effective
Date of this Plan shall  automatically be granted a number of Nonqualified Stock
Options  equal to 5,000  multiplied  by the  number of years  remaining  in said
Non-Employee  Director's  term  as a  Director.  Thereafter,  each  Non-Employee
Director who is initially  elected to serve in such capacity or who is reelected
to  serve  in  such  capacity  at each  subsequent  shareholders  meeting  shall
automatically  be granted a number of Nonqualified  Stock Options equal to 5,000
multiplied by the number of years remaining in said Non-Employee Director's term
as a Director.  All such Nonqualified  Stock Options shall vest ratably over the
balance of the term of each  Non-Employee  Director  with an amount equal to the
total number of  Nonqualified  Stock Options  granted to each such  Non-Employee
Director  divided by the total number of years remaining in each such Director's
term vesting on the date of grant and a like amount  vesting on each  subsequent
anniversary of the grant provided that such Non-Employee  Director  continues to
serve in such capacity on each such anniversary;  provided,  however,  that if a
Non-Employee  Director's  service in such capacity is terminated due to death or
disability (as  determined in the discretion of the Board),  then the vesting of
such Nonqualified Stock Options shall be accelerated upon the occurrence of such
event. The date on which each Non-Employee Director is elected, or reelected, in
such capacity by the shareholders of the Corporation  shall constitute the Grant
Date for all  Nonqualified  Stock Options granted  pursuant to this Section 3.16
and the Option Price shall be fixed at the Fair Market Value of the Common Stock
on the Grant Date. The Option Period of each  Nonqualified  Stock Option granted
pursuant  to this  Section  3.16  shall be ten  years  from the Grant  Date.  No
additional  grants of stock  options  under any prior  plans of the  Corporation
shall be made after the Effective Date of this Plan.

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                      ARTICLE IV -- INCENTIVE STOCK OPTIONS

     4.1 The  Committee,  in its sole  discretion,  may from  time to time on or
after the Effective Date grant  Incentive  Stock Options to Eligible  Employees,
subject to the provisions of this Article IV and Articles III and VI and subject
to the following conditions:

          (a)  Incentive  Stock  Options  shall  be  granted  only  to  Eligible
     Employees,  each of whom may be granted one or more of such Incentive Stock
     Options at such time or times determined by the Committee.

          (b) The Option Price per share of Common Stock for an Incentive  Stock
     Option shall be set in the Award Agreement,  but shall not be less than (i)
     one hundred  percent (100%) of the Fair Market Value of the Common Stock at
     the Grant Date, or (ii) in the case of an Incentive Stock Option granted to
     a Ten Percent  Stockholder,  one  hundred  ten  percent  (110%) of the Fair
     Market Value of the Common Stock at the Grant Date.

          (c) An Incentive Stock Option may be exercised in full or in part from
     time to time  within ten (10) years from the Grant  Date,  or such  shorter
     period as may be  specified by the  Committee as the Option  Period and set
     forth in the Award Agreement;  provided,  however,  that, in the case of an
     Incentive  Stock Option granted to a Ten Percent  Stockholder,  such period
     shall not exceed  five years from the Grant  Date;  and  further,  provided
     that, in any event,  the Incentive Stock Option shall lapse and cease to be
     exercisable upon a Termination of Service or within such period following a
     Termination  of Service as shall have been  determined by the Committee and
     set forth in the related Award Agreement; and provided,  further, that such
     period following a Termination of Service shall not exceed three (3) months
     unless employment shall have terminated:

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               (i) as a result of  Disability,  in which event such period shall
          not exceed one year after the date of Disability; or

               (ii) as a result  of  death,  or if  death  shall  have  occurred
          following  a  Termination  of  Service  (other  than  as a  result  of
          Disability)  and during the period that the Incentive Stock Option was
          still exercisable,  in which event such period may not exceed one year
          after the date of  death;  and  provided,  further,  that such  period
          following a Termination of Service shall in no event extend beyond the
          original Option Period of the Incentive Stock Option.

          (d) The aggregate Fair Market Value of the shares of Common Stock with
     respect to which any incentive  stock options  (whether  under this Plan or
     any other plan established by the Corporation) are first exercisable during
     any  calendar  year by any Eligible  Employee  shall not exceed one hundred
     thousand dollars  ($100,000),  determined based on the Fair Market Value(s)
     of such shares as of their respective grant dates; provided,  however, that
     to the extent permitted under Section 422 of the Code:

               (i) if the  aggregate  Fair Market Values of the shares of Common
          Stock  with  respect  to  which  incentive  stock  options  are  first
          exercisable  during any calendar year (whether  such  Incentive  Stock
          Options are granted under this Plan or any other plan  established  by
          the Corporation) exceeds one hundred thousand dollars ($100,000), such
          excess shall be treated as a Nonqualified Stock Option;

               (ii) if a  Participant's  employment  is  terminated by reason of
          death, Disability or Retirement and the portion of any incentive stock
          option  that is  otherwise  exercisable  during  the  post-termination
          period  applied  without  regard to the one  hundred  thousand  dollar
          ($100,000)  limitation contained in Section 422 of the Code is greater
          than the portion of such option that is immediately  exercisable as an
          Incentive  Stock  Option  during such  post-termination  period  under
          Section  422,  such excess  shall be treated as a  Nonqualified  Stock
          Option; and

               (iii) if the exercise of an Incentive Stock Option is accelerated
          by reason of a Change of  Control,  any  portion of such Award that is
          not  exercisable  as an  incentive  stock  option by reason of the one
          hundred thousand dollar ($100,000) limitation contained in Section 422
          of the Code shall be treated as a Nonqualified Stock Option.

          (e) No Incentive Stock Options may be granted more than ten (10) years
     from the Effective Date.

          (f) The Award  Agreement for each Incentive Stock Option shall provide
     that the Participant shall notify the Corporation if such Participant sells
     or otherwise transfers any shares of Common Stock acquired upon exercise of
     the  Incentive  Stock Option within two (2) years of the Grant Date of such
     Incentive  Stock Option or within one (1) year of the date such shares were
     acquired upon the exercise of such Incentive Stock Option.

<PAGE>


     4.2 Subject to the limitations of Section 3.6, the maximum number of shares
of Common Stock  subject to Incentive  Stock Option  Awards shall be the maximum
number of shares available for Awards under the Plan.

     4.3 The Committee may provide for any other terms and  conditions  which it
determines  should be imposed for an  Incentive  Stock  Option to qualify  under
Section  422 of the  Code,  as  well  as any  other  terms  and  conditions  not
inconsistent  with this Article IV or Articles III or VI, as  determined  in its
sole  discretion and set forth in the Award  Agreement for such Incentive  Stock
Option.

     4.4 Each  provision of this Article IV and of each  Incentive  Stock Option
granted  hereunder  shall be  construed in  accordance  with the  provisions  of
Section 422 of the Code,  and any  provision  hereof that cannot be so construed
shall be disregarded.

                     ARTICLE V -- NONQUALIFIED STOCK OPTIONS

     5.1 The  Committee,  in its sole  discretion,  may from  time to time on or
after the Effective Date grant  Nonqualified  Stock Options to Eligible Persons,
subject to the  provisions of this Article V and Articles III and VI and subject
to the following conditions:

          (a) Nonqualified Stock Options may be granted to any Eligible Persons,
     each of whom may be granted one or more of such Nonqualified Stock Options,
     at such time or times determined by the Committee.

          (b) The  Option  Price per share of  Common  Stock for a  Nonqualified
     Stock Option shall be set in the Award  Agreement  and may be less than one
     hundred  percent (100%) of the Fair Market Value of the Common Stock at the
     Grant Date.
 
          (c) A  Nonqualified  Stock  Option may be exercised in full or in part
     from time to time within the Option  Period  specified by the Committee and
     set forth in the Award Agreement;  provided,  however,  that, in any event,
     the Nonqualified  Stock Option shall lapse and cease to be exercisable upon
     a Termination  of Service or within such period  following a Termination of
     Service as shall have been determined by the Committee and set forth in the
     related Award Agreement.

     5.2 The  Committee  may provide for any other  terms and  conditions  for a
Nonqualified  Stock Option not inconsistent  with this Article V or Articles III
or VI, as determined in its sole discretion and set forth in the Award Agreement
for such Nonqualified Stock Option.

<PAGE>


                    ARTICLE VI -- INCIDENTS OF STOCK OPTIONS

     6.1  Each  Stock  Option  shall  be  granted  subject  to  such  terms  and
conditions,  if any, not inconsistent  with this Plan, as shall be determined by
the  Committee  and set forth in the  related  Award  Agreement,  including  any
provisions as to continued employment as consideration for the grant or exercise
of such Stock  Option and any  provisions  which may be advisable to comply with
applicable laws, regulations or rulings of any governmental authority.

     6.2  Except  as  hereinafter   described,  a  Stock  Option  shall  not  be
transferable by the Participant other than by will or by the laws of descent and
distribution,  and shall be exercisable  during the lifetime of the  Participant
only by the Participant or the Participant's  guardian or legal  representative.
In the event of the death of a Participant, any unexercised Stock Options may be
exercised to the extent otherwise provided herein or in such Participant's Award
Agreement  by the  executor or  personal  representative  of such  Participant's
estate or by any person who acquired the right to exercise such Stock Options by
bequest under the Participant's  will or by inheritance.  The Committee,  in its
sole discretion, may at any time permit a Participant to transfer a Nonqualified
Stock Option for no  consideration  to or for the benefit of one or more members
of the Participant's Immediate Family (including, without limitation, to a trust
for  the  benefit  of  the  Participant  and/or  one or  more  members  of  such
Participant's  Immediate  Family  or  a  corporation,   partnership  or  limited
liability  company  established and controlled by the Participant  and/or one or
more members of such Participant's Immediate Family),  subject to such limits as
the Committee may establish.  The transferee of such  Nonqualified  Stock Option
shall remain subject to all terms and conditions applicable to such Nonqualified
Stock  Option  prior to such  transfer.  The  foregoing  right to  transfer  the
Nonqualified Stock Option, if granted by the Committee, shall apply to the right
to consent to amendments to the Award Agreement.

     6.3 Shares of Common Stock  purchased upon exercise of a Stock Option shall
be paid for in such  amounts,  at such  times  and upon  such  terms as shall be
determined  by the  Committee,  subject  to  limitations  set forth in the Stock
Option Award Agreement.  The Committee may, in its sole  discretion,  permit the
exercise of a Stock Option by payment in cash or by  tendering  shares of Common
Stock  (either by actual  delivery  of such  shares or by  attestation),  or any
combination  thereof, as determined by the Committee.  In the sole discretion of
the  Committee,  payment in shares of Common  Stock also may be made with shares
received upon the exercise or partial  exercise of the Stock Option,  whether or
not  involving a series of  exercises  or partial  exercises  and whether or not
share  certificates  for such  shares  surrendered  have been  delivered  to the
Participant. The Committee also may, in its sole discretion,  permit the payment
of the exercise  price of a Stock Option by the voluntary  surrender of all or a
portion  of the Stock  Option.  Shares of Common  Stock  previously  held by the
Participant  and  surrendered  in payment of the Option  Price of a Stock Option
shall be valued for such  purpose at the Fair Market  Value  thereof on the date
the Stock Option is exercised.

<PAGE>


     6.4 No cash  dividends  shall be paid on shares of Common Stock  subject to
unexercised Stock Options.

     6.5 The Committee may permit the voluntary surrender of all or a portion of
any Stock Option granted under the Plan to be  conditioned  upon the granting to
the  Participant  of a new Stock  Option for the same or a  different  number of
shares of Common  Stock as the Stock  Option  surrendered,  or may require  such
voluntary surrender as a condition precedent to a grant of a new Stock Option to
such  Participant.  Subject to the provisions of the Plan, such new Stock Option
shall be exercisable at such Option Price, during such Option Period and on such
other terms and conditions as are specified by the Committee at the time the new
Stock Option is granted. Upon surrender,  the Stock Options surrendered shall be
canceled  and the  shares of Common  Stock  previously  subject to them shall be
available for the grant of other Stock Options.

     6.6 The  Committee  may at any  time  offer  to  purchase  a  Participant's
outstanding  Stock Option for a payment  equal to the value of such Stock Option
payable in cash,  shares of Common Stock or Restricted  Stock or other  property
upon  surrender  of the  Participant's  Stock  Option,  based on such  terms and
conditions as the Committee  shall  establish and communicate to the Participant
at the time that such offer is made.

     6.7 The Committee shall have the discretion, exercisable either at the time
the Award is granted or at the time the Participant discontinues employment,  to
establish as a provision applicable to the exercise of one or more Stock Options
that,  during a limited  period of  exercisability  following a  Termination  of
Service,  the Stock Option may be exercised  not only with respect to the number
of  shares  of  Common  Stock  for  which it is  exercisable  at the time of the
Termination  of  Service  but  also  with  respect  to  one or  more  subsequent
installments  for which the Stock Option would have become  exercisable  had the
Termination of Service not occurred.

                         ARTICLE VII -- RESTRICTED STOCK

     7.1 The  Committee,  in its sole  discretion,  may from  time to time on or
after the Effective Date award shares of Restricted Stock to Eligible Persons as
a reward  for past  service  and an  incentive  for the  performance  of  future
services  that will  contribute  materially to the  successful  operation of the
Corporation and its Subsidiaries,  subject to the terms and conditions set forth
in this Article VII.

<PAGE>


     7.2 The Committee  shall determine the terms and conditions of any Award of
Restricted  Stock,  which  shall be set forth in the  related  Award  Agreement,
including without limitation:

          (a) the purchase price, if any, to be paid for such Restricted  Stock,
     which may be zero, subject to such minimum consideration as may be required
     by applicable law;

          (b) the duration of the Restriction Period or Restriction Periods with
     respect to such  Restricted  Stock and whether any events may accelerate or
     delay the end of such Restriction Period(s);

          (c) the circumstances upon which the restrictions or limitations shall
     lapse, and whether such  restrictions or limitations  shall lapse as to all
     shares of Restricted Stock at the end of the Restriction  Period or as to a
     portion  of the  shares of  Restricted  Stock in  installments  during  the
     Restriction Period by means of one or more vesting schedules;

          (d) whether  such  Restricted  Stock is subject to  repurchase  by the
     Corporation or to a right of first refusal at a  predetermined  price or if
     the Restricted Stock may be forfeited entirely under certain conditions;

          (e) whether any performance goals may apply to a Restriction Period to
     shorten or lengthen such period; and

          (f) whether  dividends  and other  distributions  with respect to such
     Restricted Stock are to be paid currently to the Participant or withheld by
     the Corporation for the account of the Participant.

     7.3 Awards of Restricted  Stock must be accepted  within a period of thirty
(30)  days  after  the  Grant  Date (or such  shorter  or  longer  period as the
Committee may specify at such time) by executing an Award Agreement with respect
to such Restricted Stock and tendering the purchase price, if any. A prospective
recipient of an Award of Restricted Stock shall not have any rights with respect
to such Award,  unless such  recipient  has  executed  an Award  Agreement  with
respect to such Restricted Stock, has delivered a fully executed copy thereof to
the  Committee  and  has  otherwise  complied  with  the  applicable  terms  and
conditions of such Award.

     7.4 In the sole  discretion  of the Committee and as set forth in the Award
Agreement for an Award of Restricted  Stock, all shares of Restricted Stock held
by a  Participant  and still subject to  restrictions  shall be forfeited by the
Participant  upon  the  Participant's   Termination  of  Service  and  shall  be
reacquired,  canceled  and  retired  by  the  Corporation.  Notwithstanding  the
foregoing,  unless  otherwise  provided in an Award Agreement with respect to an
Award of Restricted  Stock, in the event of the death,  Disability or Retirement
of a Participant  during the  Restriction  Period,  or in other cases of special
circumstances   (including   hardship  or  other  special   circumstances  of  a
Participant  whose  employment is involuntarily  terminated),  the Committee may
elect to waive in whole or in part any  remaining  restrictions  with respect to
all or any part of such  Participant's  Restricted  Stock,  if it  finds  that a
waiver would be appropriate.

<PAGE>


     7.5  Except  as  otherwise  provided  in this  Article  VII,  no  shares of
Restricted   Stock  received  by  a  Participant   shall  be  sold,   exchanged,
transferred,   pledged,   hypothecated  or  otherwise  disposed  of  during  the
Restriction Period.

     7.6 Upon an Award of Restricted  Stock to a  Participant,  a certificate or
certificates  representing the shares of such Restricted Stock will be issued to
and registered in the name of the Participant.  Unless  otherwise  determined by
the Committee,  such certificate or certificates  will be held in custody by the
Corporation  until (i) the  Restriction  Period expires and the  restrictions or
limitations  lapse,  in which case one or more  certificates  representing  such
shares of Restricted Stock that do not bear a restrictive legend (other than any
legend as required under  applicable  federal or state securities laws) shall be
delivered to the  Participant,  or (ii) a prior forfeiture by the Participant of
the shares of Restricted Stock subject to such Restriction Period, in which case
the Corporation  shall cause such certificate or certificates to be canceled and
the  shares  represented  thereby  to be  retired,  all  as  set  forth  in  the
Participant's Award Agreement. It shall be a condition of an Award of Restricted
Stock that the Participant  deliver to the Corporation a stock power endorsed in
blank  relating to the shares of  Restricted  Stock to be held in custody by the
Corporation.

     7.7  Except  as  provided  in  this  Article  VII or in the  related  Award
Agreement,  a Participant receiving an Award of shares of Restricted Stock Award
shall have,  with respect to such  shares,  all rights of a  shareholder  of the
Corporation, including the right to vote the shares and the right to receive any
distributions,  unless and until such  shares are  otherwise  forfeited  by such
Participant;  provided,  however,  the  Committee  may  require  that  any  cash
dividends  with  respect to such  shares of  Restricted  Stock be  automatically
reinvested  in  additional  shares  of  Restricted  Stock  subject  to the  same
restrictions  as the  underlying  Award,  or may require that cash dividends and
other  distributions  on Restricted  Stock be withheld by the Corporation or its
Subsidiaries for the account of the  Participant.  The Committee shall determine
whether  interest  shall  be paid on  amounts  withheld,  the  rate of any  such
interest, and the other terms applicable to such withheld amounts.

<PAGE>

                          ARTICLE VIII -- STOCK AWARDS

     8.1 The  Committee,  in its sole  discretion,  may from  time to time on or
after the  Effective  Date grant Stock Awards to Eligible  Persons in payment of
compensation  that has been earned or as  compensation  to be earned,  including
without limitation  compensation awarded or earned concurrently with or prior to
the grant of the Stock Award,  subject to the terms and  conditions set forth in
this Article VIII.

     8.2 For the  purposes  of this Plan,  in  determining  the value of a Stock
Award, all shares of Common Stock subject to such Stock Award shall be valued at
not less than one hundred percent (100%) of the Fair Market Value of such shares
of Common Stock on the Grant Date of such Stock Award,  regardless  of when such
shares of Common Stock are issued and certificates  representing such shares are
delivered to the Participant.

     8.3  Unless  otherwise  determined  by the  Committee  and set forth in the
related Award Agreement, shares of Common Stock subject to a Stock Award will be
issued, and one or more certificates representing such shares will be delivered,
to the Participant as soon as practicable following the Grant Date of such Stock
Award.  Upon  the  issuance  of  such  shares  and the  delivery  of one or more
certificates representing such shares to the Participant, such Participant shall
be and  become a  shareholder  of the  Corporation  fully  entitled  to  receive
dividends,  to vote and to exercise  all other  rights of a  shareholder  of the
Corporation.  Notwithstanding  any other  provision  of this  Plan,  unless  the
Committee  expressly  provides  otherwise with respect to a Stock Award,  as set
forth in the related  Award  Agreement,  no Stock Award shall be deemed to be an
outstanding Award for purposes of the Plan.

                        ARTICLE IX -- PERFORMANCE SHARES

     9.1 The  Committee,  in its sole  discretion,  may from  time to time on or
after the  Effective  Date award  Performance  Shares to Eligible  Persons as an
incentive for the performance of future services that will contribute materially
to the successful operation of the Corporation and its Subsidiaries,  subject to
the terms and conditions set forth in this Article IX.

     9.2 The Committee  shall determine the terms and conditions of any Award of
Performance  Shares,  which shall be set forth in the related  Award  Agreement,
including without limitation:

          (a) the  purchase  price,  if any,  to be paid  for  such  Performance
     Shares, which may be zero, subject to such minimum  consideration as may be
     required by applicable law;

<PAGE>


          (b)  the  performance   period  (the   "Performance   Period")  and/or
     performance  objectives (the "Performance  Objectives")  applicable to such
     Awards;

          (c)  the  number  of  Performance  Shares  that  shall  be paid to the
     Participant if the applicable Performance Objectives are exceeded or met in
     whole or in part; and

          (d) the form of settlement of a Performance Share.

     9.3 At any date,  each  Performance  Share  shall have a value equal to the
Fair Market Value of a share of Common Stock.

     9.4  Performance  Periods may overlap,  and  Participants  may  participate
simultaneously   with  respect  to  Performance   Shares  for  which   different
Performance Periods are prescribed.

     9.5  Performance  Objectives may vary from  Participant to Participant  and
between Awards and shall be based upon such performance  criteria or combination
of factors as the Committee may deem appropriate, including, but not limited to,
minimum  earnings  per share or  return on  equity.  If during  the  course of a
Performance  Period there shall occur  significant  events  which the  Committee
expects to have a substantial  effect on the applicable  Performance  Objectives
during such period, the Committee may revise such Performance Objectives.

     9.6 In the sole  discretion  of the Committee and as set forth in the Award
Agreement for an Award of Performance  Shares,  all Performance Shares held by a
Participant  and not  earned  shall be  forfeited  by the  Participant  upon the
Participant's  Termination of Service.  Notwithstanding  the  foregoing,  unless
otherwise provided in an Award Agreement with respect to an Award of Performance
Shares,  in the event of the death,  Disability  or  Retirement of a Participant
during  the  applicable  Performance  Period,  or  in  other  cases  of  special
circumstances   (including   hardship  or  other  special   circumstances  of  a
Participant  whose  employment is involuntarily  terminated),  the Committee may
determine to make a payment in settlement of such Performance  Shares at the end
of the  Performance  Period,  based  upon the  extent to which  the  Performance
Objectives  were  satisfied  at the end of such  period  and pro  rated  for the
portion of the  Performance  Period during which the Participant was employed by
the  Corporation  or a  Subsidiary;  provided,  however,  that the Committee may
provide for an earlier payment in settlement of such Performance  Shares in such
amount and under such terms and conditions as the Committee deems appropriate or
desirable.

     9.7 The  settlement  of a  Performance  Share shall be made in cash,  whole
shares of Common  Stock or a  combination  thereof  and shall be made as soon as
practicable after the end of the applicable Performance Period.  Notwithstanding
the foregoing,  the Committee in its sole  discretion may allow a Participant to
defer  payment  in  settlement  of  Performance  Shares on terms and  conditions
approved by the Committee and set forth in the related Award  Agreement  entered
into in advance of the time of receipt or constructive receipt of payment by the
Participant.

<PAGE>


     9.8 Performance  Shares shall not be transferable by the  Participant.  The
Committee  shall have the  authority  to place  additional  restrictions  on the
Performance  Shares including,  but not limited to,  restrictions on transfer of
any shares of Common Stock that are delivered to a Participant  in settlement of
any Performance Shares.

          ARTICLE X -- CHANGES OF CONTROL OR OTHER FUNDAMENTAL CHANGES

     10.1  Upon the  occurrence  of a Change of  Control  and  unless  otherwise
provided in the Award Agreement with respect to a particular Award:

          (a) all outstanding Stock Options shall become immediately exercisable
     in full,  subject to any  appropriate  adjustments  in the number of shares
     subject  to the  Stock  Option  and the  Option  Price,  and  shall  remain
     exercisable for the remaining term of such Stock Option,  regardless of any
     provision in the related Award  Agreement  limiting the  exercisability  of
     such Stock Option or any portion thereof for any length of time;

          (b) all  outstanding  Performance  Shares  with  respect  to which the
     applicable  Performance  Period has not been completed shall be paid out as
     soon as practicable as follows:

               (i)  all  Performance  Objectives  applicable  to  the  Award  of
          Performance  Shares  shall be  deemed to have  been  satisfied  to the
          extent necessary to earn one hundred percent (100%) of the Performance
          Shares covered by the Award;
 
               (ii) the  applicable  Performance  Period shall be deemed to have
          been completed upon occurrence of the Change of Control;

               (iii)  the  payment  to  the  Participant  in  settlement  of the
          Performance Shares shall be the amount determined by the Committee, in
          its sole  discretion,  or in the manner stated in the Award Agreement,
          as multiplied  by a fraction,  the numerator of which is the number of
          full calendar  months of the applicable  Performance  Period that have
          elapsed  prior  to  occurrence  of the  Change  of  Control,  and  the
          denominator  of which is the total  number  of months in the  original
          Performance Period; and

               (iv) upon the making of any such payment,  the Award Agreement as
          to which it relates shall be deemed terminated and of no further force
          and effect.

<PAGE>


          (c) all outstanding  shares of Restricted  Stock with respect to which
     the  restrictions  have not  lapsed  shall be deemed  vested,  and all such
     restrictions shall be deemed lapsed and the Restriction Period ended.

     10.2 Anything  contained herein to the contrary  notwithstanding,  upon the
dissolution or liquidation of the Corporation, each Award granted under the Plan
and then outstanding  shall  terminate;  provided,  however,  that following the
adoption of a plan of dissolution or liquidation,  and in any event prior to the
effective date of such dissolution or liquidation,  each such outstanding  Award
granted hereunder shall be exercisable in full and all restrictions shall lapse,
to the extent set forth in Section 10.1(a), (b) and (c) above.

     10.3 After the merger of one or more  corporations  into the Corporation or
any Subsidiary,  any merger of the  Corporation  into another  corporation,  any
consolidation of the Corporation or any Subsidiary of the Corporation and one or
more corporations,  or any other corporate  reorganization of any form involving
the  Corporation  as a party thereto and  involving  any  exchange,  conversion,
adjustment or other  modification of the outstanding shares of the Common Stock,
each Participant shall, at no additional cost, be entitled, upon any exercise of
such Participant's  Stock Option, to receive, in lieu of the number of shares as
to which such Stock Option shall then be so  exercised,  the number and class of
shares  of  stock or other  securities  or such  other  property  to which  such
Participant  would have been  entitled to pursuant to the terms of the agreement
of merger or consolidation or  reorganization,  if at the time of such merger or
consolidation or reorganization, such Participant had been a holder of record of
a number of shares of  Common  Stock  equal to the  number of shares as to which
such Stock Option shall then be so exercised.  Comparable rights shall accrue to
each  Participant  in  the  event  of  successive  mergers,   consolidations  or
reorganizations of the character described above. The Committee may, in its sole
discretion,  provide for similar  adjustments upon the occurrence of such events
with  regard  to  other  outstanding  Awards  under  this  Plan.  The  foregoing
adjustments and the manner of application of the foregoing  provisions  shall be
determined  by the Committee in its sole  discretion.  Any such  adjustment  may
provide for the  elimination  of any  fractional  shares  which might  otherwise
become subject to an Award.  All adjustments made as the result of the foregoing
in respect of each  Incentive  Stock Option shall be made so that such Incentive
Stock  Option  shall  continue to be an Incentive  Stock  Option,  as defined in
Section 422 of the Code.

<PAGE>


                     ARTICLE XI -- AMENDMENT AND TERMINATION

     11.1 Subject to the  provisions  of Section  11.2,  the Board of Directors,
upon recommendation of the Committee or otherwise,  at any time and from time to
time may  amend  or  terminate  the Plan as may be  necessary  or  desirable  to
implement  or  discontinue  the  Plan or any  provision  hereof.  To the  extent
required by the Act or the Code, however, no amendment,  without approval by the
Corporation's shareholders, shall:

          (a) materially  alter the group of persons  eligible to participate in
     the Plan;

          (b) except as provided in Section 3.6,  increase the maximum number of
     shares of Common Stock that are available for Awards under the Plan;

          (c) extend the period during which  Incentive  Stock Option Awards may
     be granted beyond January 8, 2008; or

          (d) alter the class of  individuals  eligible to receive an  Incentive
     Stock Option or increase the limit on Incentive  Stock Options set forth in
     Section 4.1(d) or the value of shares of Common Stock for which an Eligible
     Employee may be granted an Incentive Stock Option.

     11.2 No amendment to or  discontinuance of the Plan or any provision hereof
by the Board of Directors or the shareholders of the Corporation shall,  without
the written consent of the Participant, adversely affect (in the sole discretion
of the Committee) any Award  theretofore  granted to such Participant under this
Plan; provided, however, that the Committee retains the right and power to:

          (a) annul  any Award if the  Participant  is  terminated  for cause as
     determined by the Committee; and

          (b) convert any  outstanding  Incentive Stock Option to a Nonqualified
     Stock Option.

     11.3 If a Change of Control has occurred, no amendment or termination shall
impair the rights of any person with respect to an outstanding Award as provided
in Article X.

                     ARTICLE XII -- MISCELLANEOUS PROVISIONS

     12.1 Nothing in the Plan or any Award granted  hereunder  shall confer upon
any  Participant  any right to continue in the employ of the  Corporation or its
Subsidiaries  or to serve as a Director or shall  interfere  in any way with the
right  of  the  Corporation  or its  Subsidiaries  or  the  shareholders  of the
Corporation,  as applicable,  to terminate the employment of a Participant or to
release  or  remove  a  Director  at  any  time.  Unless  specifically  provided
otherwise,   no  Award  granted  under  the  Plan  shall  be  deemed  salary  or
compensation  for the purpose of computing  benefits under any employee  benefit
plan or other arrangement of the Corporation or its Subsidiaries for the benefit
of their respective  employees unless the Corporation shall determine otherwise.
No  Participant  shall have any claim to an Award until it is  actually  granted
under the Plan and an Award  Agreement  has been  executed and  delivered to the
Corporation.  To the extent that any person acquires a right to receive payments
from the  Corporation  under the Plan,  such right  shall,  except as  otherwise
provided by the Committee,  be no greater than the right of an unsecured general
creditor of the  Corporation.  All payments to be made  hereunder  shall be paid
from the general funds of the Corporation, and no special or separate fund shall
be  established  and no segregation of assets shall be made to assure payment of
such amounts, except as provided in Article VII with respect to Restricted Stock
and except as otherwise provided by the Committee.

<PAGE>


     12.2 The Plan and the grant of Awards  shall be subject  to all  applicable
federal and state laws,  rules,  and  regulations  and to such  approvals by any
government  or  regulatory  agency  as may be  required.  Any  provision  herein
relating to  compliance  with Rule 16b-3  under the Act shall not be  applicable
with respect to participation in the Plan by Participants who are not subject to
Section 16 of the Act.

     12.3 The  terms of the Plan  shall be  binding  upon the  Corporation,  its
successors and assigns.

     12.4 Neither a Stock Option nor any other type of equity-based compensation
provided for hereunder shall be  transferable  except as provided for in Section
6.2.  In addition  to the  transfer  restrictions  otherwise  contained  herein,
additional  transfer  restrictions shall apply to the extent required by federal
or state securities laws. If any Participant  makes such a transfer in violation
hereof,  any obligation  hereunder of the Corporation to such Participant  shall
terminate immediately.

     12.5 This Plan and all  actions  taken  hereunder  shall be governed by the
laws of the State of New Jersey.

     12.6 Each  Participant  exercising  an Award  hereunder  agrees to give the
Committee prompt written notice of any election made by such  Participant  under
Section 83(b) of the Code, or any similar provision thereof.

     12.7 If any  provision of this Plan or an Award  Agreement is or becomes or
is deemed  invalid,  illegal  or  unenforceable  in any  jurisdiction,  or would
disqualify the Plan or any Award  Agreement  under any law deemed  applicable by
the Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be construed or deemed amended without,  in the
determination  of the Committee,  materially  altering the intent of the Plan or
the Award Agreement,  it shall be stricken, and the remainder of the Plan or the
Award Agreement shall remain in full force and effect.

<PAGE>


     12.8 The grant of an Award  pursuant  to this Plan  shall not affect in any
way the right or power of the  Corporation  or any of its  Subsidiaries  to make
adjustments,  reclassification,  reorganizations,  or changes of its  capital or
business  structure,  or to merge or consolidate,  or to dissolve,  liquidate or
sell, or to transfer all or part of its business or assets.

     12.9 The Plan is not subject to the provisions of ERISA or qualified  under
Section 401(a) of the Code.

     12.10 If a Participant is required to pay to the Corporation an amount with
respect to income and employment tax withholding  obligations in connection with
(i) the exercise of a Nonqualified  Stock Option,  (ii) certain  dispositions of
Common Stock acquired upon the exercise of an Incentive  Stock Option,  or (iii)
the receipt of Common Stock  pursuant to any other  Award,  then the issuance of
Common Stock to such Participant shall not be made (or the transfer of shares by
such  Participant  shall not be required to be effected,  as applicable)  unless
such withholding tax or other withholding  liabilities shall have been satisfied
in a manner acceptable to the Corporation. The Committee, in its sole discretion
and subject to such rules as it may adopt, may permit the Participant to satisfy
such obligation,  in whole or in part, by making an irrevocable  election that a
portion of the total Fair Market  Value of the shares of Common Stock be paid in
the form of cash in lieu of the  issuance  of  Common  Stock  and that such cash
payment be applied  to the  satisfaction  of the  withholding  obligations.  The
amount to be withheld shall not exceed the statutory  minimum  federal and state
income and  employment  tax  liability  arising  from the transfer of the Common
Stock to the Participant.  Notwithstanding  any other provision of the Plan, any
election  under  this  Section  12.10 is  required  to  satisfy  the  applicable
requirements of Rule 16b-3 under the Act.