Exhibit 10.13

                             OPEN PLAN SYSTEMS, INC.
                            1996 STOCK INCENTIVE PLAN

                 (as amended November 1, 1996 and May 12, 2000)

                                    Article I

                                   DEFINITIONS

         1.01     Affiliate  means  any  "subsidiary"  or  "parent  corporation"
(within the meaning of Section 424 of the Code) of the Company.

         1.02     Agreement means a written  agreement  (including any amendment
or  supplement  thereto)  between the Company and a Participant  specifying  the
terms and conditions of a Grant or an Award issued to such Participant.

         1.03     Award means an award of Common Stock,  Restricted Stock and/or
Phantom Stock.

         1.04     Board means the Board of Directors of the Company.

         1.05     Change of  Control  means  and  shall be deemed to have  taken
place if: (i) any  individual,  entity or group  (within the meaning of Sections
13(d)(3) or 14(d)(2) of the Exchange Act) becomes the beneficial owner of shares
of the Company  having 20 percent or more of the total  number of votes that may
be cast for the election of directors of the Company, other than (x) as a result
of  any  acquisition  directly  from  the  Company  or (y)  as a  result  of any
acquisition  by the Company or any employee  benefit  plans (or related  trusts)
sponsored or maintained by the Company or its Subsidiaries;  or (ii) a change in
the  composition  of the Board  such that the  individuals  who,  as of the date
hereof,  constitute  the  Board  (the  Board  as of the  date  hereof  shall  be
hereinafter  referred  to as the  "Incumbent  Board")  cease  for any  reason to
constitute at least a majority of the Board; provided,  however, for purposes of
this Section,  that any individual who becomes a member of the Board  subsequent
to the date hereof whose  election,  or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of those individuals
who are members of the Board and who were also  members of the  Incumbent  Board
(or deemed to be such  pursuant to this  proviso)  shall be considered as though
such individual were a member of the Incumbent  Board;  but,  provided  further,
that any such individual  whose initial  assumption of office occurs as a result
of either an actual or  threatened  election  contest (as such terms are used in
Rule 14a-11 of  Regulation  14A  promulgated  under the  Exchange  Act) or other
actual or  threatened  solicitation  of proxies or consents by or on behalf of a
person  other  than the  Board  shall  not be so  considered  as a member of the
Incumbent Board.

         1.06     Change of Control Date is the date on which an event described
in (i) or (ii) of Section 1.05 occurs.

         1.07     Code  means  the  Internal  Revenue  Code  of  1986,  and  any
amendments thereto.


<PAGE>

         1.08     Commission means the Securities and Exchange Commission or any
successor agency.

         1.09     Committee means the Compensation Committee of the Board.

         1.10     Common Stock means the Common Stock of the Company.

         1.11     Company means Open Plan Systems, Inc.

         1.12     Exchange Act means the  Securities  Exchange  Act of 1934,  as
amended from time to time, and any successor thereto.

         1.13     Fair Market Value means,  on any given date,  the mean between
the highest and lowest  reported sales prices of Common Stock as reported on the
Nasdaq National Market System.  If there is no regular public trading market for
the Common Stock,  the Fair Market Value shall be determined by the Committee in
good faith.

         1.14     Grant means a grant of an Option and/or an SAR.

         1.15     Incentive  Stock  Option  means an Option  that is intended to
qualify as an "incentive stock option" under Section 422 of the Code.

         1.16     Initial  Value means,  with respect to an SAR, the Fair Market
Value of one share of Common Stock on the date of its grant, as set forth in the
Agreement.

         1.17     Non-Qualified  Stock  Option  means an  option  other  than an
Incentive Stock Option.

         1.18     Option  means a stock  option  that  entitles  the  holder  to
purchase from the Company a stated number of shares of Common Stock at the price
set forth in an Agreement.

         1.19     Option  Price  means the price  per  share  for  Common  Stock
purchased on the exercise of an Option as provided in Article VI.

         1.20     Participant means an officer,  director or key employee of the
Company or of a Subsidiary who satisfies the  requirements  of Article IV and is
selected by the Committee to receive a Grant or an Award.

         1.21     Phantom  Stock  means  a  bookkeeping  entry  on  behalf  of a
Participant  by which his account is credited  (but not funded) as though Common
Stock had been transferred to such account.

         1.22     Plan means the Open Plan Systems,  Inc.  1996 Stock  Incentive
Plan.

         1.23     Restricted  Stock means  shares of Common  Stock  awarded to a
Participant  under  Article  IX.  Shares  of  Common  Stock  shall  cease  to be
Restricted Stock when, in accordance with



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<PAGE>

the terms of the  applicable  Agreement,  they become  transferable  and free of
substantial risks of forfeiture.

         1.24     Rule 16b-3 means Rule 16b-3,  as promulgated by the Commission
under Section 16(b) of the Exchange Act, as amended from time to time.

         1.25     SAR means a stock  appreciation  right granted pursuant to the
Plan that  entitles the holder to receive,  with respect to each share of Common
Stock  encompassed  by the exercise of such SAR, the lesser of (a) the excess of
the Fair Market Value at the time of exercise  over the Initial Value of the SAR
or  (b)  the  Initial  Value  of  the  SAR;  provided  that  any  limited  stock
appreciation  right granted by the Committee  and  exercisable  upon a Change of
Control  shall  entitle  the holder to  receive,  with  respect to each share of
Common  Stock  encompassed  by the  exercise of such SAR,  the higher of (x) the
highest  sales price of a share of Common  Stock on the Nasdaq  National  Market
System  during the 60-day  period prior to and  including  the Change of Control
Date or (y) the highest price per share paid in a Change of Control transaction,
except that in the case of SARs related to Incentive  Stock Options,  such price
shall be based  only on the Fair  Market  Value on the date  that the  Incentive
Stock Option is exercised.

         1.26     Securities  Broker  means  the  registered  securities  broker
acceptable  to the  Company  who agrees to effect the  cashless  exercise  of an
Option pursuant to Section 8.05 hereof.

         1.27     Subsidiary  means any corporation  (other than the Company) in
an  unbroken  chain of  corporations  beginning  with the Company if each of the
corporations  in  the  chain  (other  than  the  last  corporation)  owns  stock
possessing at least 50 percent of the total combined voting power of all classes
of stock in one of the other corporations in such chain.

                                   Article II

                                    PURPOSES

         The Plan is intended to assist the Company in recruiting  and retaining
officers,  directors and key employees  with ability and  initiative by enabling
such  persons who  contribute  significantly  to the Company or an  Affiliate to
participate in its future success and to associate their interests with those of
the  Company and its  shareholders.  The Plan is intended to permit the award of
Common Stock,  Restricted  Stock, and Phantom Stock, and the issuance of Options
qualifying  as  Incentive  Stock  Options or  Non-Qualified  Stock  Options,  as
designated by the Committee at the time of their grant, and SARs. No Option that
is intended  to be an  Incentive  Stock  Option,  however,  shall be invalid for
failure to qualify as an Incentive  Stock  Option under  Section 422 of the Code
but shall be treated as a Non-Qualified Stock Option.

                                   Article III

                                 ADMINISTRATION

         The  Plan  shall  be  administered  by the  Committee,  which  shall be
composed of two or more  directors.  The Committee shall have authority to issue
Grants and Awards upon such terms (not



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<PAGE>

inconsistent  with the  provisions  of the Plan) as the  Committee  may consider
appropriate.  The terms of such  Grants and Awards may  include  conditions  (in
addition to those  contained  in the Plan) on (i) the  exercisability  of all or
part of an  Option  or SAR and (ii) the  transferability  or  forfeitability  of
Restricted  Stock or  Phantom  Stock.  In  addition,  the  Committee  shall have
complete  authority to interpret  all  provisions  of the Plan; to prescribe the
form  of  Agreements;  to  adopt,  amend,  and  rescind  rules  and  regulations
pertaining  to  the   administration   of  the  Plan;  and  to  make  all  other
determinations  necessary or advisable  for the  administration  of the Plan. To
fulfill the purposes of the Plan without  amending the Plan,  the  Committee may
also  modify any Grants or Awards  issued to  Participants  who are  nonresident
aliens or employed  outside of the United  States to  recognize  differences  in
local law, tax policy or custom.

         The express  grant in the Plan of any specific  power to the  Committee
shall not be construed as limiting any power or authority of the Committee.  Any
decision  made,  or action taken,  by the  Committee or in  connection  with the
administration  of the Plan  shall be final  and  conclusive.  All  expenses  of
administering the Plan shall be borne by the Company.

                                   Article IV

                                   ELIGIBILITY

         4.01     General. Any officer, director or employee of the Company or a
Subsidiary  (including  any  corporation  that  becomes a  Subsidiary  after the
adoption of the Plan) who, in the  judgment of the  Committee,  has  contributed
significantly  or can be expected to contribute  significantly to the profits or
growth of the Company or a  Subsidiary  may  receive  one or more Grants  and/or
Awards, or any combination or type thereof.  Employee and non-employee directors
of the Company are eligible to participate in the Plan.

         4.02     Grants and Awards. The Committee will designate individuals to
whom Grants and/or Awards are to be issued and will specify the number of shares
of Common  Stock  subject to each such Grant or Award.  An Option may be granted
alone or in addition to other Grants and/or Awards under the Plan. The Committee
shall have the  authority  to grant any  Participant  Incentive  Stock  Options,
Non-Qualified  Stock  Options  or both  types of  Options  (in each case with or
without a related SAR); provided,  however,  that Incentive Stock Options may be
granted  only to employees  of the Company and its  Subsidiaries.  An SAR may be
granted with or without a related Option. All Grants and Awards issued under the
Plan shall be  evidenced  by  Agreements  that  shall be  subject to  applicable
provisions  of the  Plan  and to such  other  provisions  as the  Committee  may
determine.  No  Participant  may be granted  Options  that are  Incentive  Stock
Options,  or related SARs (under all Incentive Stock Option Plans of the Company
and its Affiliates),  that are first  exercisable in any calendar year for stock
having an aggregate Fair Market Value  (determined as of the date that an Option
is granted) exceeding $100,000.

         4.03     Designation  of  Option  as  an  Incentive   Stock  Option  or
Non-Qualified  Stock Option.  The Committee  will  designate at the time that an
Option is granted  whether  the Option is to be  treated as an  Incentive  Stock
Option or a Non-Qualified  Stock Option.  In the absence,  however,  of any such
designation, such Option shall be treated as an Incentive Stock Option.



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<PAGE>

         4.04     Qualification  of Incentive  Stock Option under Section 422 of
the Code. Anything in the Plan to the contrary  notwithstanding,  no term of the
Plan  relating to  Incentive  Stock  Options  shall be  interpreted,  amended or
altered  nor  shall  any  discretion  or  authority  granted  under  the Plan be
exercised so as to disqualify the Plan under Section 422 of the Code or, without
the consent of the optionee  affected,  to disqualify any Incentive Stock Option
under such Section 422.

                                    Article V

                              STOCK SUBJECT TO PLAN

         5.01     Maximum  Number of Shares to be Awarded.  Upon the exercise of
any Option (or tandem SAR),  the award of Common Stock or Restricted  Stock,  or
the  payment  of an award of  Phantom  Stock,  the  Company  may  deliver to the
Participant  authorized  but  previously  unissued  shares  of  Common  Stock or
previously issued shares of Common Stock reacquired by the Company.  The maximum
aggregate  number of shares of Common  Stock that may be issued  pursuant to the
Plan is 400,000. The maximum aggregate number of shares of Common Stock that may
be issued  pursuant to the exercise of Options (or tandem SARs) and the award of
Common  Stock or  Restricted  Stock or the payment of an award of Phantom  Stock
under the Plan is subject to  adjustment as provided in Article XI. If an Option
is terminated,  in whole or in part, for any reason other than its exercise, the
number of shares of Common Stock  allocated  to the Option or a portion  thereof
may be  reallocated  to other  Grants or Awards to be made  under the Plan.  Any
shares of Restricted Stock that are forfeited may be reallocated to other Grants
or Awards to be made under the Plan.

         5.02     Independent   SARs.  Upon  the  exercise  of  an  SAR  granted
independently  of  an  Option,  the  Company  may  deliver  to  the  Participant
authorized but previously  unissued Common Stock, cash, or a combination thereof
as provided in Section 8.03.  The maximum  aggregate  number of shares of Common
Stock that may be issued  pursuant  to SARs that are  granted  independently  of
Options is subject to the provisions of Section 5.01 hereof.

                                   Article VI

                                  OPTION PRICE

         The price per share for Common  Stock  purchased  on the exercise of an
Option  shall be  fixed by the  Committee  on the date of its  grant;  provided,
however,  that, in the case of an Option that is an Incentive Stock Option,  the
price per share shall not be less than the Fair Market Value on such date.

                                   Article VII

                               EXERCISE OF OPTIONS

         7.01     Maximum Option or SAR Period. The period in which an Option or
SAR may be exercised  shall be  determined  by the  Committee on the date of its
grant;  provided,  however,  that an



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<PAGE>

Incentive  Stock  Option  or  related  SAR shall  not be  exercisable  after the
expiration  of ten  years  from the date  that the  Incentive  Stock  Option  is
granted.

         7.02     Nontransferability.  Any Option or SAR granted  under the Plan
shall  be  nontransferable  except  by  will  or by  the  laws  of  descent  and
distribution.  In the event of any such transfer, the Option and any related SAR
must be transferred to the same person or persons,  trust or estate.  During the
lifetime of the  Participant to whom an Incentive Stock Option or related SAR is
granted,  such Option or SAR may be exercised only by the Participant.  No right
or  interest  of a  Participant  in any  Option or SAR shall be liable  for,  or
subject to, any lien, obligation or liability of such Participant.

         7.03     Employee Status. For purposes of determining the applicability
of Section 422 of the Code  (relating to  Incentive  Stock  Options),  or in the
event that the terms of any Grant  provide that it may be exercised  only during
employment or within a specified period of time after termination of employment,
the Committee may decide to what extent  leaves of absence for  governmental  or
military service,  illness,  temporary disability, or other reasons shall not be
deemed interruptions of continuous employment.

                                  Article VIII

                               METHOD OF EXERCISE

         8.01     Exercise.  Subject to the  provisions of Articles VII and XII,
an Option or SAR may be  exercised  in whole at any time or in part from time to
time at such times and in  compliance  with such  requirements  as the Committee
shall determine; provided, however, that an SAR that is related to an Option may
be exercised only to the extent that the related Option is exercisable  and when
the Fair Market Value exceeds the Option Price of the related Option.  An Option
or SAR granted  under the Plan may be  exercised  with  respect to any number of
whole  shares  less than the full  number  for which the  Option or SAR could be
exercised.  Such partial exercise of an Option or SAR shall not affect the right
to exercise the Option or SAR from time to time in accordance with the Plan with
respect to remaining  shares  subject to the Option or related SAR. The exercise
of an Option  shall  result in the  termination  of the SAR to the extent of the
number of shares with respect to which the Option is exercised.

         8.02     Payment.  Unless otherwise provided by the Agreement,  payment
of the Option Price shall be made in cash. If the Agreement provides, payment of
all or part of the Option Price (and any  applicable  withholding  taxes) may be
made by the Participant's  surrendering shares of Common Stock to the Company or
by the Company's  withholding  shares of Common Stock from the Participant  upon
exercise,  provided that the shares  surrendered  or withheld have a Fair Market
Value (determined as of the day preceding the date of exercise) that is not less
than such price or part thereof and any such withholding taxes. In addition, the
Committee  may  establish  such  payment  or  other  terms  as it may deem to be
appropriate and consistent with these purposes.

         8.03     Determination  of Payment  of Cash  and/or  Common  Stock upon
Exercise of SAR. At the Committee's  discretion,  the amount payable as a result
of the exercise of an SAR may



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<PAGE>

be settled in cash, Common Stock, or a combination thereof. No fractional shares
shall be delivered  upon the exercise of an SAR, and a cash payment will be made
in lieu thereof.

         8.04     Shareholder  Rights. No participant shall have any rights as a
shareholder  with respect to shares  subject to his Option or SAR until the date
that he exercises such Option or SAR.

         8.05     Cashless   Exercise.   To  the  extent   permitted  under  the
applicable laws and regulations,  at the request of the Participant and with the
consent  of the  Committee,  the  Company  agrees to  cooperate  in a  "cashless
exercise"  of the  Option.  The  cashless  exercise  shall  be  effected  by the
Participant  delivering to the Securities Broker instructions to exercise all or
part of the Option, including instructions to sell a sufficient number of shares
of  Common  Stock to cover  the costs and  expenses  associated  therewith.  The
Committee may permit a Participant  to elect to pay any  applicable  withholding
taxes by  requesting  that the Company  withhold  the number of shares of Common
Stock equivalent at current market value to the withholding taxes due.

         8.06     Cashing Out of Option. The Committee may elect to cash out all
or part of the portion of any Option to be  exercised  by paying the optionee an
amount,  in cash or Common Stock,  equal to, on the effective  date of such cash
out, the excess of the Fair Market Value of the Common Stock that is the subject
of the  portion of the Option to be  exercised  over the Option  Price times the
number of shares of Common  Stock  subject  to the  portion  of the Option to be
exercised.

                                   Article IX

                        COMMON STOCK AND RESTRICTED STOCK

         9.01     Award.  In accordance  with the  provisions of Article IV, the
Committee  may  designate  persons  to whom an  award  of  Common  Stock  and/or
Restricted  Stock is to be made and will  specify the number of shares of Common
Stock covered by such award or awards.

         9.02     Vesting.  In the case of Restricted  Stock, on the date of the
award,  the  Committee  may  prescribe  that  the  Participant's  rights  in the
Restricted  Stock shall be forfeitable  or otherwise  restricted for a period of
time set forth in the  Agreement  and/or  until  certain  financial  performance
objectives are satisfied as determined by the Committee in its sole  discretion.
Subject to the provisions of Article XII hereof,  the Committee may award Common
Stock to a Participant  that is not forfeitable and is free of any  restrictions
on transferability.

         9.03     Shareholder Rights. Prior to forfeiture in accordance with the
terms of the Agreement and while the shares are Restricted  Stock, a Participant
will  have all  rights  of a  shareholder  with  respect  to  Restricted  Stock,
including the rights to receive  dividends,  warrants and rights and to vote the
shares;  provided,  however,  that (i) a  Participant  may not  sell,  transfer,
pledge,  exchange,  hypothecate,  or otherwise dispose of Restricted Stock, (ii)
the  Company  shall  retain  custody of the  certificates  evidencing  shares of
Restricted  Stock, and (iii) the Participant will deliver to the Company a stock
power, endorsed in blank, with respect to each award of Restricted Stock.



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<PAGE>

                                    Article X

                                  PHANTOM STOCK

         10.01    Award.  Pursuant  to the  Plan or any  Agreement  establishing
additional terms and conditions,  the Committee may designate  employees to whom
awards of  Phantom  Stock may be made and will  specify  the number of shares of
Common Stock covered by such award.

         10.02    Vesting. The Committee may prescribe such terms and conditions
under which a  Participant's  right to receive  payment for Phantom  Stock shall
become vested.

         10.03    Shareholder  Rights.  A Participant for whom Phantom Stock has
been  credited  generally  shall have none of the rights of a  shareholder  with
respect to such  Phantom  Stock.  However,  a plan or  agreement  for the use of
Phantom  Stock may provide for the  crediting of a  Participant's  Phantom Stock
account  with cash or stock  dividends  declared  with  respect to Common  Stock
represented by such Phantom Stock.

         10.04    Payment. At the Committee's discretion,  the amount payable to
a Participant  for Phantom Stock  credited to his account shall be made in cash,
Common Stock or a combination thereof.

         10.05    Nontransferability.  Any Phantom  Stock awarded under the Plan
shall  be  nontransferable  except  by  will  or by  the  laws  of  descent  and
distribution.

                                   Article XI

                     ADJUSTMENT UPON CHANGE IN COMMON STOCK

         Should  the  Company  effect  one or more (x)  stock  dividends,  stock
split-ups,  subdivisions or consolidations of shares or other similar changes in
capitalization;  (y) spin-offs, spin-outs, split-ups,  split-offs, or other such
distribution of assets to  shareholders;  or (z) direct or indirect  assumptions
and/or conversions of outstanding  Options due to an acquisition of the Company,
then the  maximum  number of shares as to which  Grants and Awards may be issued
under the Plan  shall be  proportionately  adjusted,  and their  terms  shall be
adjusted  as  the  Committee  shall  determine  to be  equitably  required.  Any
determination  made under this  Article XI by the  Committee  shall be final and
conclusive.

         The  issuance  by the  Company  of  shares  of stock of any  class,  or
securities  convertible  into shares of stock of any class, for cash or property
or for labor or services, either upon direct sale or upon the exercise of rights
or warrants to subscribe  therefor,  or upon conversion of shares or obligations
of the  Company  convertible  into such  shares or other  securities,  shall not
affect,  and no adjustment by reason  thereof shall be made with respect to, any
Grant or Award.





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<PAGE>

                                   Article XII

              COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES

         No Grant shall be  exercisable,  no Common  Stock  shall be issued,  no
certificates for shares of Common Stock shall be delivered, and no payment shall
be made under the Plan  except in  compliance  with all  applicable  Federal and
state laws and  regulations  (including,  without  limitation,  withholding  tax
requirements)  and the  rules of all  domestic  stock  exchanges  on  which  the
Company's shares may be listed or the Nasdaq Stock Market.  The Company may rely
on an opinion of its counsel as to such compliance. Any share certificate issued
to evidence  Common  Stock for which a Grant is  exercised or an Award is issued
may bear such legends and  statements  as the  Committee  may deem  advisable to
assure compliance with Federal and state laws and regulations. No Grant shall be
exercisable,  no Common Stock shall be issued,  no certificates for shares shall
be delivered,  and no payment shall be made under the Plan until the Company has
obtained  such  consent or approval as the  Committee  may deem  advisable  from
regulatory bodies having jurisdiction over such matters.

                                  Article XIII

                               GENERAL PROVISIONS

         13.01    Effect on Employment. Neither the adoption of the Plan, or its
operation,  nor any  documents  describing or referring to the Plan (or any part
thereof)  shall  confer upon any employee any right to continue in the employ of
the  Company  or a  Subsidiary  or in any way  affect any right and power of the
Company or a Subsidiary to terminate the  employment of any employee at any time
with or without assigning a reason therefor.

         13.02    Unfunded Plan. The Plan, insofar as it provides for a Grant or
for an award of Phantom  Stock,  is not  required to be funded,  and the Company
shall not be required to  segregate  any assets that may be  represented  at any
time by a Grant or by an award of Phantom Stock under the Plan.

         13.03    Change of Control.  Notwithstanding any other provision of the
Plan to the contrary, in the event of a Change of Control:

         (a) Any outstanding  Option, SAR (including any limited SAR) or Phantom
Stock  that is not  presently  exercisable  and vested as of a Change of Control
Date  shall  become  fully  exercisable  and  vested  to the full  extent of the
original Grant upon such Change of Control Date.

         (b) The  restrictions  applicable to any outstanding  Restricted  Stock
shall lapse, and such Restricted Stock shall become free of all restrictions and
become fully vested,  nonforfeitable  and transferable to the full extent of the
original  Grant.  The  Committee  may  also  provide  in  an  Agreement  that  a
Participant  may elect,  by written notice to the Company within 60 days after a
Change of Control Date, to receive,  in exchange for shares that were Restricted
Stock immediately before the Change of Control Date, a cash payment equal to the
Fair Market Value of the shares  surrendered  on the last  business day that the
Common Stock is traded on the Nasdaq  National Market System prior to receipt by
the Company of such written notice.

         13.04    Rules of Construction.  Headings are given to the articles and
sections  of the Plan for  ease of  reference.  The  reference  to any  statute,
regulation,  or  other  provision  of law  shall  be  construed  to refer to any
amendment to or successor of such provision of law.

         13.05    Amendment. The Board may amend or terminate the Plan from time
to time;  provided,  however,  that no  amendment  may  become  effective  until
shareholder  approval is obtained if the amendment (i) materially  increases the
aggregate  number of shares  that may be issued  pursuant  to Options and Common
Stock and Restricted  Stock awards,  (ii)  materially  increases the benefits to
Participants  under the Plan, or (iii) materially changes the requirements as to
eligibility for participation in the Plan. Except for an amendment made to cause
the Plan or a Grant  or  Award to  qualify  for the  Rule  16b-3  exemption,  no
amendment, without a Participant's consent, shall adversely affect any rights of
such  Participant  under  any Grant or Award  outstanding  at the time that such
amendment is made.

         13.06    Duration  of Plan.  No Grant or Award may be issued  under the
Plan before March 27, 1996, or after March 26, 2006. Grants and Awards issued on
or after March 27, 1996, but on or before March 26, 2006,  shall remain valid in
accordance with their terms.

         13.07    Effective  Date.  The Plan has been  approved by the Board and
the  shareholders  of the Company and shall be  effective  as of March 27, 1996.
Amendments  to the Plan  effective  as of November 1, 1996 and May 12, 2000 were
approved by the Board.