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                                                                    Exhibit 10.8

















                               CROSS COUNTRY, INC.

                              AMENDED AND RESTATED

                            EQUITY PARTICIPATION PLAN



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                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I         PURPOSE.....................................................1

ARTICLE II        DEFINITIONS.................................................1

ARTICLE III       ADMINISTRATION..............................................5

ARTICLE IV        SHARE AND OTHER LIMITATIONS.................................9

ARTICLE V         ELIGIBILITY................................................11

ARTICLE VI        STOCK OPTIONS..............................................11

ARTICLE VII       NON-TRANSFERABILITY AND TERMINATION OF
                  EMPLOYMENT.................................................14

ARTICLE VIII      CHANGE IN CONTROL PROVISIONS...............................16

ARTICLE IX        TERMINATION OR AMENDMENT OF PLAN...........................18

ARTICLE X         COMPANY CALL RIGHTS AND OTHER LIMITATIONS..................18

ARTICLE XI        UNFUNDED PLAN..............................................19

ARTICLE XII       GENERAL PROVISIONS.........................................20

ARTICLE XIII      EFFECTIVE DATE OF PLAN.....................................23

ARTICLE XIV       TERM OF PLAN...............................................23


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                               CROSS COUNTRY, INC.

                           --------------------------

                              AMENDED AND RESTATED

                            EQUITY PARTICIPATION PLAN
                           --------------------------



                                    ARTICLE I

                                     PURPOSE

         The purpose of this Cross Country, Inc. Amended and Restated Equity
Participation Plan is to enhance the profitability and value of the Company for
the benefit of its stockholders by enabling the Company to offer key management
employees of the Company and its Affiliates stock-based incentives in the
Company, thereby creating a means to raise the level of stock ownership by key
management employees in order to attract, retain and reward such employees and
strengthen the mutuality of interests between such employees and the Company's
stockholders.


                                   ARTICLE II

                                   DEFINITIONS

         For purposes of this Plan, the following terms shall have the following
meanings:

                  2.1 "Affiliate" means each of the following: (i) any
         Subsidiary; (ii) any Parent; (iii) any corporation, trade or business
         (including, without limitation, a partnership or limited liability
         company) which is directly or indirectly controlled 50% or more
         (whether by ownership of stock, assets or an equivalent ownership
         interest or voting interest) by the Company or one of its Affiliates;
         and (iv) any other entity in which the Company or any of its Affiliates
         has a material equity interest and which is designated as an
         "Affiliate" by resolution of the Committee.

                  2.2 "Award" means any award under this Plan of a Stock Option.

                  2.3 "Board" means the Board of Directors of the Company.

                  2.4 "Cause" means, with respect to a Participant's Termination
         of Employment: (i) in the case where there is no employment agreement,
         consulting

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         agreement, change in control agreement or similar agreement in effect
         between the Company or an Affiliate and the Participant at the time of
         the grant of the Award (or where there is such an agreement but it does
         not define "cause" (or words of like import)), termination due to a
         Participant's insubordination, dishonesty, fraud, incompetence, moral
         turpitude, misconduct, refusal to perform his or her duties or
         responsibilities for any reason other than illness or incapacity or
         materially unsatisfactory performance of his or her duties for the
         Company or an Affiliate as determined by the Committee in its sole
         discretion; or (ii) in the case where there is an employment agreement,
         consulting agreement, change in control agreement or similar agreement
         in effect between the Company or an Affiliate and the Participant at
         the time of the grant of the Award that defines "cause" (or words of
         like import), "cause" as defined under such agreement; provided,
         however, that with regard to any agreement that conditions "cause" on
         occurrence of a change in control, such definition of "cause" shall not
         apply until a change in control actually takes place and then only with
         regard to a termination thereafter.

                  2.5 "CEP" means Charterhouse Equity Partners III, L.P., and
         its successors.

                  2.6 "Change in Control" has the meaning set forth in Article
         VIII.

                  2.7 "Code" means the Internal Revenue Code of 1986, as
         amended. Any reference to any section of the Code shall also be a
         reference to any successor provision.

                  2.8 "Committee" means a committee or subcommittee of the Board
         appointed from time to time by the Board, which committee or
         subcommittee shall consist of 2 or more non-employee directors;
         provided, however, that if and to the extent that no Committee exists
         which has the authority to administer this Plan, the functions of the
         Committee shall be exercised by the Board and all references herein to
         the Committee shall be deemed to be references to the Board.

                  2.9 "Common Stock" means the Common Stock, $.0001 par value
         per share, of the Company.

                  2.10 "Company" means Cross Country, Inc., a Delaware
         corporation, and its successors.

                  2.11 "Consultant" means any advisor or consultant to the
         Company or its Affiliates.

                  2.12 "Detrimental Activity" means (i) the disclosure to anyone
         outside the Company or its Affiliates, or the use in other than the
         Company's or its Affiliate's business, without written authorization
         from the Company, of any confidential information or proprietary
         information, relating to the business of the Company or its


                                       -2-

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         Affiliates, acquired by a Participant prior to the Participant's
         Termination of Employment; (ii) activity while employed that results,
         or if known could result, in the Participant's Termination of
         Employment that is classified by the Company as a termination for
         Cause; (iii) any attempt, directly or indirectly, to solicit, induce or
         hire (or the identification for solicitation, inducement or hire) any
         non-clerical employee of the Company or its Affiliates to be employed
         by, or to perform services for, the Participant or any person or entity
         with which the Participant is associated (including, but not limited
         to, due to the Participant's employment by, consultancy for, equity
         interest in, or creditor relationship with such person or entity) or
         any person or entity from which the Participant receives direct or
         indirect compensation or fees as a result of such solicitation,
         inducement or hire (or the identification for solicitation, inducement
         or hire) without, in all cases, written authorization from the Company;
         (iv) any attempt, directly or indirectly, to solicit in a competitive
         manner any current customer of the Company or its Affiliates without,
         in all cases, written authorization from the Company; (v) the
         Participant's Disparagement, or inducement of others to do so, of the
         Company or its Affiliates or their past and present officers,
         directors, employees or products; (vi) without written authorization
         from the Company, the rendering of services for any organization, or
         engaging, directly or indirectly, in any business, which is competitive
         with the Company or its Affiliates, or which organization or business,
         or the rendering of services to such organization or business, is
         otherwise prejudicial to or in conflict with the interests of the
         Company or its Affiliates, provided, however, that competitive
         activities shall only be those competitive with any business unit or
         Affiliate of the Company with regard to which the Participant performed
         services at any time within the 2 years prior to the Participant's
         Termination of Employment; (vii) the Participant's breach of the terms
         of any agreement between the Company and the Participant including,
         without limitation, an employment agreement or non-competition
         agreement; or (viii) except as otherwise provided in the applicable
         Stock Option agreement, any other conduct or act determined by the
         Committee, in its sole discretion, to be injurious, detrimental or
         prejudicial to any interest of the Company or its Affiliates. For
         purposes of subparagraphs (i), (iii), (iv) and (vi) above, the Chief
         Executive Officer and the General Counsel of the Company shall each
         have authority, subject to the prior approval of the Board, to provide
         the Participant with written authorization to engage in the activities
         contemplated thereby and no other person shall have authority to
         provide the Participant with such authorization.

                  2.13 "Disability" means a disability which would qualify as
         such under the Company's long-term disability plan. A Disability shall
         only be deemed to occur at the time of the determination by the
         Committee of the Disability.

                  2.14 "Disparagement" means (unless modified in the applicable
         Stock Option agreement) making comments or statements to the press, the
         Company's or its Affiliates' employees or any individual or entity with
         whom the Company or its Affiliates has a business relationship which
         would adversely affect in any manner: (i)


                                       -3-

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         the conduct of the business of the Company or its Affiliates
         (including, without limitation, any products or business plans or
         business prospects), or (ii) the business reputation of the Company or
         its Affiliates, or any of their products, or their past or present
         officers, directors or employees.

                  2.15 "Effective Date" means the effective date of this Plan as
         defined in Article XIII.

                  2.16 "Eligible Employee" means each key management employee of
         the Company or an Affiliate.

                  2.17 "Exchange Act" means the Securities Exchange Act of 1934,
         as amended. Any references to any section of the Exchange Act shall
         also be a reference to any successor provision.

                  2.18 "Fair Market Value" means, for purposes of this Plan,
         unless otherwise required by any applicable provision of the Code, any
         regulations issued thereunder or as provided in the applicable Stock
         Option agreement, as of any date, the price for Common Stock
         consistently applied on such date, as determined in good faith by the
         Committee and, prior to the initial public offering of the Common Stock
         of the Company, as agreed to by CEP and MSDWCP.

                  2.19 "Family Member" means any child, stepchild, grandchild,
         parent, stepparent, grandparent, spouse, former spouse, sibling, niece,
         nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
         brother-in-law, or sister-in-law, including adoptive relationships, any
         person sharing the employee's household (other than a tenant or
         employee), a trust in which these persons have more than 50% of the
         beneficial interest, a foundation in which these persons (or the
         employee) control the management of assets, and any other entity in
         which these persons (or the employee) own more than 50% of the voting
         interests.

                  2.20 "Incentive Stock Option" means any Stock Option awarded
         to an Eligible Employee under this Plan intended to be and designated
         as an "Incentive Stock Option" within the meaning of Section 422 of the
         Code.

                  2.21 "MSDWCP" means a representative of Morgan Stanley Dean
         Witter Capital Partners IV, L.P. and its affiliated funds, and their
         respective successors.

                  2.22 "Non-Qualified Stock Option" means any Stock Option
         awarded under this Plan that is not an Incentive Stock Option.

                  2.23 "Parent" means any parent corporation of the Company
         within the meaning of Section 424(e) of the Code.


                                       -4-

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                  2.24 "Participant" means any Eligible Employee to whom a Stock
         Option has been awarded under this Plan.

                  2.25 "Plan" means this Amended and Restated Cross Country,
         Inc. Equity Participation Plan, as amended from time to time.

                  2.26 "Retirement" means a Termination of Employment without
         Cause by a Participant at or after age 65 or such earlier date after
         age 50 as may be approved by the Committee with regard to such
         Participant.

                  2.27 "Securities Act" means the Securities Act of 1933, as
         amended. Any reference to any section of the Securities Act shall also
         be a reference to any successor provision.

                  2.28 "Stock Option" or "Option" means any option to purchase
         shares of Common Stock granted to Eligible Employees under Article VI.

                  2.29 "Subsidiary" means any subsidiary corporation of the
         Company within the meaning of Section 424(f) of the Code.

                  2.30 "Ten Percent Stockholder" means a person owning stock
         possessing more than 10% of the total combined voting power of all
         classes of stock of the Company, its Subsidiaries or its Parent.

                  2.31 "Termination of Employment" means: (i) a termination of
         employment (for reasons other than a military or personal leave of
         absence granted by the Company) of a Participant from the Company and
         its Affiliates; or (ii) when an entity which is employing a Participant
         ceases to be an Affiliate, unless the Participant otherwise is, or
         thereupon becomes, employed by the Company or another Affiliate. In the
         event that an Eligible Employee becomes a Consultant upon the
         termination of his employment, the Committee, in its sole and absolute
         discretion, may determine that no Termination of Employment shall be
         deemed to occur until such time as such Eligible Employee is no longer
         an Eligible Employee or a Consultant. The Committee may otherwise
         define Termination of Employment in the Award agreement or, if no
         rights of a Participant are reduced, may otherwise define Termination
         of Employment thereafter.

                  2.32 "Transfer" means anticipate, alienate, attach, sell,
         assign, pledge, encumber, charge, hypothecate or otherwise transfer and
         "Transferred" has a correlative meaning.


                                       -5-

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                                   ARTICLE III

                                 ADMINISTRATION

                  3.1 THE COMMITTEE. The Plan shall be administered and
         interpreted by the Committee.

                  3.2 GRANTS OF AWARDS. The Committee shall have full authority
         to grant Stock Options to Eligible Employees pursuant to the terms of
         this Plan. All Stock Options shall be granted by, confirmed by, and
         subject to the terms of, a written agreement executed by the Company
         and the Participant. In particular, the Committee shall have the
         authority:

                           (a) to select from among those persons recommended by
                  the President of the Company the Eligible Employees to whom
                  Stock Options may from time to time be granted hereunder;

                           (b) to determine whether and to what extent Stock
                  Options are to be granted hereunder to one or more Eligible
                  Employees after receipt of a recommendation by the President
                  of the Company;

                           (c) to determine, in accordance with the terms of
                  this Plan, the number of shares of Common Stock to be covered
                  by each Stock Option granted hereunder;

                           (d) to determine the terms and conditions, not
                  inconsistent with the terms of this Plan, of any Stock Option
                  granted hereunder (including, but not limited to, the exercise
                  or purchase price (if any), any restriction or limitation, any
                  vesting schedule or acceleration thereof and any forfeiture
                  restrictions or waiver thereof, regarding any Stock Option and
                  the shares of Common Stock relating thereto, based on such
                  factors, if any, as the Committee shall determine, in its sole
                  discretion);

                           (e) to determine whether and under what circumstances
                  a Stock Option may be settled in cash, Common Stock and/or
                  restricted stock under Section 6.3(d);

                           (f) to determine whether, to what extent and under
                  what circumstances to provide loans to Eligible Employees in
                  order to exercise Stock Options under this Plan;

                           (g) to determine whether a Stock Option is an
                  Incentive Stock Option or Non-Qualified Stock Option;
                  provided, however, that a Stock Option shall be, to the extent
                  practicable, designated as an Incentive Stock Option;

                           (h) to determine whether to require an Eligible
                  Employee, as a condition of the granting of any Stock Option,
                  not to sell or otherwise dispose of shares of Common Stock
                  acquired pursuant to the exercise of an Option for a


                                       -6-

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                  period of time as determined by the Committee, in its sole
                  discretion, following the date of the acquisition of such
                  Option or Award; and

                           (i) to modify, extend or renew an Award, subject to
                  Article IX herein, provided, however, that if an Award is
                  modified, extended or renewed and thereby deemed to be the
                  issuance of a new Award under the Code or the applicable
                  accounting rules, the exercise price of a Stock Option may
                  continue to be the original exercise price even if less than
                  the Fair Market Value of the Common Stock at the time of such
                  modification, extension or renewal.

                  3.3 GUIDELINES. Subject to Article IX hereof, the Committee
         shall have the authority to adopt, alter and repeal such administrative
         rules, guidelines and practices governing this Plan and perform all
         acts, including the delegation of its administrative responsibilities,
         as it shall, from time to time, deem advisable; to construe and
         interpret the terms and provisions of this Plan and any Stock Option
         issued under this Plan (and any agreements relating thereto); and to
         otherwise supervise the administration of this Plan. The Committee may
         correct any defect, supply any omission or reconcile any inconsistency
         in this Plan or in any agreement relating thereto in the manner and to
         the extent it shall deem necessary to effectuate the purpose and intent
         of this Plan. The Committee may adopt special guidelines and provisions
         for persons who are residing in or employed in, or subject to, the
         taxes of, foreign jurisdictions to comply with applicable tax and
         securities laws and may impose any limitations and restrictions that it
         deems necessary to comply with the applicable tax and securities laws
         of such foreign jurisdictions.

                  3.4 DECISIONS FINAL. Any decision, interpretation or other
         action made or taken in good faith by or at the direction of the
         Company, the Board or the Committee (or any of its members) arising out
         of or in connection with this Plan shall be within the absolute
         discretion of all and each of them, as the case may be, and shall be
         final, binding and conclusive on the Company and all employees and
         Participants and their respective heirs, executors, administrators,
         successors and assigns.

                  3.5 PROCEDURES. If the Committee is appointed, the Board shall
         designate one of the members of the Committee as chairman and the
         Committee shall hold meetings, subject to the By-Laws of the Company,
         at such times and places as it shall deem advisable, including, without
         limitation, by telephone conference or by written consent to the extent
         permitted by applicable law. A majority of the Committee members shall
         constitute a quorum. All determinations of the Committee shall be made
         by a majority of its members. Any decision or determination reduced to
         writing and signed by all the Committee members in accordance with the
         By-Laws of the Company, shall be fully as effective as if it had been
         made by a vote at a meeting duly called and held. The Committee shall
         keep minutes of its meetings and shall make such rules and regulations
         for the conduct of its business as it shall deem advisable.


                                       -7-

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                  3.6      DESIGNATION OF CONSULTANTS/LIABILITY.

                           (a) The Committee may designate employees of the
                  Company and professional advisors to assist the Committee in
                  the administration of this Plan and may grant authority to
                  officers to execute agreements or other documents on behalf of
                  the Committee.

                           (b) The Committee may employ such legal counsel,
                  consultants and agents as it may deem desirable for the
                  administration of this Plan and may rely upon any opinion
                  received from any such counsel or consultant and any
                  computation received from any such consultant or agent.
                  Expenses incurred by the Committee or Board in the engagement
                  of any such counsel, consultant or agent shall be paid by the
                  Company. The Committee, its members and any person designated
                  pursuant to paragraph (a) above shall not be liable for any
                  action or determination made in good faith with respect to
                  this Plan. To the maximum extent permitted by applicable law,
                  no officer of the Company or member or former member of the
                  Committee or of the Board shall be liable for any action or
                  determination made in good faith with respect to this Plan or
                  any Stock Option granted under it. To the maximum extent
                  permitted by applicable law or the Certificate of
                  Incorporation or By-Laws of the Company and to the extent not
                  covered by insurance directly insuring such person, each
                  officer and member or former member of the Committee or the
                  Board shall be indemnified and held harmless by the Company
                  against any cost or expense (including reasonable fees of
                  counsel reasonably acceptable to the Company) or liability
                  (including any sum paid in settlement of a claim with the
                  approval of the Company), and advanced amounts necessary to
                  pay the foregoing at the earliest time and to the fullest
                  extent permitted, arising out of any act or omission to act in
                  connection with the administration of this Plan, except to the
                  extent arising out of such officer's, member's or former
                  member's own fraud or bad faith. Such indemnification shall be
                  in addition to any rights of indemnification the employees,
                  officers, directors or members or former officers, directors
                  or members may have under applicable law or under the
                  Certificate of Incorporation or By-Laws of the Company or any
                  Affiliate. Notwithstanding anything else herein, this
                  indemnification will not apply to the actions or
                  determinations made by an individual with regard to Stock
                  Option granted to him or her under this Plan.


                                       -8-

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                                   ARTICLE IV

                           SHARE AND OTHER LIMITATIONS

                  4.1      SHARES.

                           (a) The aggregate number of shares of Common Stock
                  which may be issued or used for reference purposes under this
                  Plan or with respect to which Stock Options may be granted
                  shall not exceed 2,252,486* shares of Common Stock (subject to
                  any increase or decrease pursuant to Section 4.2) which may be
                  either authorized and unissued Common Stock or Common Stock
                  held in or acquired for the treasury of the Company or both.

                           (b) Stock Options granted under the Plan shall be
                  sub-divided into 5 tranches (as described more fully in
                  Section 6.2). The number of shares of Common Stock available
                  for each tranche shall be as follows:

<Table>
<Caption>

                                     NUMBER OF SHARES
                        TRANCHE     SUBJECT TO TRANCHE
                        -------     ------------------
<S>                                      <C>
                           1             403,076
                           2             758,732
                           3             758,732
                           4             165,973
                           5             165,973
</Table>

                           (c) If any Stock Option granted under this Plan
                  expires, terminates or is forfeited for any reason other than
                  by reason of its exercise, the number of shares of Common
                  Stock underlying such unexercised or forfeited Stock Option
                  shall again be available for the purposes of Awards under this
                  Plan.

                  4.2      CHANGES.

                           (a) The existence of this Plan and the Stock Options
                  granted hereunder shall not affect in any way the right or
                  power of the Board or the stockholders of the Company to make
                  or authorize (i) any adjustment, recapitalization,
                  reorganization or other change in the Company's capital
                  structure or its business, (ii) any merger or consolidation of
                  the Company or any Affiliate, (iii) any issuance of bonds,
                  debentures, preferred or prior preference stock ahead of or
                  affecting the Common Stock, (iv) the dissolution or
                  liquidation of the Company or any Affiliate, (v) any sale or
                  transfer of all or part of the assets or business of the
                  Company or any Affiliate, or (vi) any other corporate act or
                  proceeding.

                           (b) In the event of any change in the capital
                  structure or business of the Company by reason of any stock
                  split, reverse stock split, stock dividend,



--------
(*) Note, the number reflects the stock split that occurred on August 23, 2001.


                                       -9-

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                  combination or reclassification of shares, recapitalization,
                  or other change in the capital structure of the Company,
                  merger, consolidation, spin-off, reorganization, partial or
                  complete liquidation, issuance of rights or warrants to
                  purchase any Common Stock or securities convertible into
                  Common Stock, or any other corporate transaction or event
                  having an effect similar to any of the foregoing, then the
                  Committee may take such action, if any, with respect to the
                  Plan and outstanding Stock Options, as it may deem equitable
                  to prevent substantial dilution or enlargement of the rights
                  granted to, or available for, Participants under this Plan,
                  including, without limitation, adjustment of the aggregate
                  number and kind of shares which thereafter may be issued under
                  this Plan, the number and kind of shares or other property
                  (including cash) to be issued upon exercise of an outstanding
                  Stock Option granted under this Plan and the purchase price
                  thereof. Any such action or adjustment determined by the
                  Committee in good faith shall be final, binding and conclusive
                  on the Company and all Participants and employees and their
                  respective heirs, executors, administrators, successors and
                  assigns. Except as provided in this Section 4.2, a Participant
                  shall have no rights by reason of any issuance by the Company
                  of any class or securities convertible into stock of any class
                  of the Company, any subdivision or consolidation of shares of
                  stock of any class of the Company, the payment of any stock
                  dividend, any other increase or decrease in the number of
                  shares of stock of any class of the Company, any sale or
                  transfer of all or part of the Company's assets or business or
                  any other change affecting the Company's capital structure or
                  business.

                           (c) Fractional shares of Common Stock resulting from
                  any adjustment in Options pursuant to Section 4.2(a) or (b)
                  shall be aggregated until, and eliminated at, the time of
                  exercise by rounding-down for fractions less than one-half and
                  rounding-up for fractions equal to or greater than one-half.
                  No cash settlements shall be made with respect to fractional
                  shares eliminated by rounding. Notice of any adjustment shall
                  be given by the Committee to each Participant whose Option has
                  been adjusted and such adjustment (whether or not such notice
                  is given) shall be effective and binding for all purposes of
                  this Plan.

                  4.3 MINIMUM PURCHASE PRICE. Notwithstanding any provision of
         this Plan to the contrary, if authorized but previously unissued shares
         of Common Stock are issued under this Plan, such shares shall not be
         issued for a consideration which is less than as permitted under
         applicable law.


                                      -10-

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                                    ARTICLE V

                                   ELIGIBILITY

                  5.1 NON-QUALIFIED STOCK OPTIONS. All Eligible Employees are
         eligible to be granted Non-Qualified Stock Options. Eligibility for the
         grant of a Non-Qualified Stock Option and actual participation in this
         Plan shall be determined by the Committee in its sole discretion.

                  5.2 INCENTIVE STOCK OPTIONS. All Eligible Employees of the
         Company, its Subsidiaries and its Parent (if any) are eligible to be
         granted Incentive Stock Options under this Plan. Eligibility for the
         grant of an Incentive Stock Option and actual participation in this
         Plan shall be determined by the Committee in its sole discretion.


                                   ARTICLE VI

                                  STOCK OPTIONS

                  6.1 STOCK OPTIONS. Each Stock Option granted hereunder shall
         be one of two types: (i) an Incentive Stock Option intended to satisfy
         the requirements of Section 422 of the Code; or (ii) a Non-Qualified
         Stock Option.

                  6.2 GRANTS. (a) Subject to the provisions of Article V, the
         Committee shall have the authority to grant to any Eligible Employee
         one or more Incentive Stock Options, Non-Qualified Stock Options or
         both types of Stock Options. To the extent that any Stock Option does
         not qualify as an Incentive Stock Option (whether because of its
         provisions or the time or manner of its exercise or otherwise), such
         Stock Option or the portion thereof which does not qualify, shall
         constitute a separate Non-Qualified Stock Option. Notwithstanding any
         other provision of this Plan to the contrary or any provision in an
         agreement evidencing the grant of a Stock Option to the contrary, any
         Stock Option granted to an Eligible Employee of an Affiliate (other
         than an Affiliate which is a Parent or a Subsidiary) shall be a
         Non-Qualified Stock Option.

                           (b) Each Stock Option granted under the Plan shall be
                  sub-divided into 5 tranches. The number of shares of Common
                  Stock in each tranche for any Stock Option shall be the total
                  number of shares of Common Stock subject to the Stock Option
                  multiplied by the applicable percentage for such tranche in
                  the following table:

<Table>
<Caption>

                                             PERCENTAGE OF SHARES
                              TRANCHE         SUBJECT TO TRANCHE
                              -------         ------------------
<S>                                               <C>
                                 1                17.8947368%
                                 2                33.6842105%
                                 3                33.6842105%
                                 4                 7.368421%
                                 5                 7.368421%
</Table>


                                      -11-
<Page>


                  6.3 TERMS OF STOCK OPTIONS. Stock Options granted under this
         Plan shall be subject to the following terms and conditions, and shall
         be in such form and contain such additional terms and conditions, not
         inconsistent with the terms of this Plan, as the Committee shall deem
         desirable:

                           (a) EXERCISE PRICE. Stock Options under this Plan
                  shall be exercisable at the exercise prices set forth in the
                  following table; provided, however, that if an Incentive Stock
                  Option is granted to a Ten Percent Stockholder, the exercise
                  price of the first tranche shall be no less than 110% of the
                  Fair Market Value of the Common Stock at the time of grant:

<Table>
<Caption>

                                                        ACTUAL EXERCISE PRICE OF
                                  EXERCISE PRICE OF      OPTIONS GRANTED ON THE
                    TRANCHE        OPTIONS GRANTED           EFFECTIVE DATE
                    -------        ---------------           --------------
<S>                            <C>                               <C>
                       1         100% of Fair Market             $  7.75
                               Value on Date of Grant
                       2         150% of Fair Market             $ 11.62
                               Value on Date of Grant
                       3         200% of Fair Market             $ 15.50
                               Value on Date of Grant
                       4         250% of Fair Market             $ 19.37
                               Value on Date of Grant
                       5         300% of Fair Market             $ 23.25
                               Value on Date of Grant
</Table>

                           (b) STOCK OPTION TERM. The term of each Stock Option
                  shall be fixed by the Committee; provided, however, that no
                  Stock Option shall be exercisable more than 10 years after the
                  date such Stock Option is granted; and further provided that
                  the term of an Incentive Stock Option granted to a Ten Percent
                  Stockholder shall not exceed 5 years.

                           (c) EXERCISABILITY. Except as otherwise provided by
                  the Committee in accordance with the provisions of this
                  Section, 25% of each tranche of any Stock Option granted under
                  this Article VI shall be exercisable on the first anniversary
                  of the date of grant and 12.5% of each tranche of any Stock
                  Option granted under this Article VI shall be exercisable at
                  the end of each six-month period thereafter. Notwithstanding
                  the foregoing, Stock Options shall be


                                      -12-

<Page>


                  exercisable at such time or times and subject to such terms
                  and conditions as shall be determined by the Committee at
                  grant. If the Committee provides, in its discretion, that any
                  Stock Option is exercisable subject to certain limitations
                  (including, without limitation, that such Stock Option is
                  exercisable only in installments or within certain time
                  periods), the Committee may waive such limitations on the
                  exercisability at any time at or after grant in whole or in
                  part (including, without limitation, waiver of the installment
                  exercise provisions or acceleration of the time at which such
                  Stock Option may be exercised), based on such factors, if any,
                  as the Committee shall determine, in its sole discretion.
                  Unless otherwise determined by the Committee at grant, the
                  grant shall provide that (i) in the event the Participant
                  engages in Detrimental Activity prior to any exercise of the
                  Stock Option, all Stock Options held by the Participant shall
                  thereupon terminate and expire, (ii) as a condition of the
                  exercise of a Stock Option, the Participant shall be required
                  to certify at the time of exercise in a manner acceptable to
                  the Company that the Participant is in compliance with the
                  terms and conditions of the Plan and that the Participant has
                  not engaged in, and does not intend to engage in, any
                  Detrimental Activity, (iii) in the event the Participant
                  engages in Detrimental Activity during the 6 month period
                  commencing on the date the Stock Option is exercised, the
                  Company shall be entitled to recover from the Participant at
                  any time within one year after such exercise, and the
                  Participant shall pay over to the Company, any gain realized
                  as a result of the exercise (whether at the time of exercise
                  or thereafter), (iv) any decision by the Committee to waive
                  such limitations must be first approved by each of CEP and
                  MSDWCP and (v) the foregoing provisions described in (i),
                  (ii), (iii) and (iv) shall cease to apply upon a Change in
                  Control.

                           (d) METHOD OF EXERCISE. Subject to whatever
                  installment exercise and waiting period provisions apply under
                  subsection (c) above, Stock Options may be exercised in whole
                  or in part at any time and from time to time during the Stock
                  Option term by giving written notice of exercise to the
                  Committee specifying the number of shares to be purchased.
                  Such notice shall be accompanied by payment in full of the
                  purchase price as follows: (i) in cash or by check, bank draft
                  or money order payable to the order of the Company; (ii) if
                  the Common Stock is traded on a national securities exchange,
                  The Nasdaq Stock Market, Inc. or quoted on a national
                  quotation system sponsored by the National Association of
                  Securities Dealers, through a "cashless exercise" procedure
                  whereby the Participant delivers irrevocable instructions to a
                  broker approved by the Committee to deliver promptly to the
                  Company an amount equal to the purchase price; or (iii) on
                  such other terms and conditions as may be acceptable to the
                  Committee (including, without limitation, the relinquishment
                  of Stock Options or by payment in full or in part in the form
                  of Common Stock owned by the Participant for a period of at
                  least 6 months (and for which the Participant has good title
                  free and clear of any liens and encumbrances) based on the
                  Fair Market Value of the Common Stock on the


                                      -13-

<Page>


                  payment date). No shares of Common Stock shall be issued until
                  payment therefor, as provided herein, has been made or
                  provided for.

                           (e) INCENTIVE STOCK OPTION LIMITATIONS. To the extent
                  that the aggregate Fair Market Value (determined as of the
                  time of grant) of the Common Stock with respect to which
                  Incentive Stock Options are exercisable for the first time by
                  an Eligible Employee during any calendar year under this Plan
                  and/or any other stock option plan of the Company, any
                  Subsidiary or any Parent exceeds $100,000, such Options shall
                  be treated as Non-Qualified Stock Options. In addition, if an
                  Eligible Employee does not remain employed by the Company, any
                  Subsidiary or any Parent at all times from the time an
                  Incentive Stock Option is granted until 3 months prior to the
                  date of exercise thereof (or such other period as required by
                  applicable law), such Stock Option shall be treated as a
                  Non-Qualified Stock Option. Should any provision of this Plan
                  not be necessary in order for the Stock Options to qualify as
                  Incentive Stock Options, or should any additional provisions
                  be required, the Committee may amend this Plan accordingly,
                  without the necessity of obtaining the approval of the
                  stockholders of the Company.

                           (f) FORM, MODIFICATION, EXTENSION AND RENEWAL OF
                  STOCK OPTIONS. Subject to the terms and conditions and within
                  the limitations of this Plan, Stock Options shall be evidenced
                  by such form of agreement or grant as is approved by the
                  Committee, and the Committee may (i) modify, extend or renew
                  outstanding Stock Options granted under this Plan (provided
                  that the rights of a Participant are not reduced without his
                  consent), and (ii) accept the surrender of outstanding Stock
                  Options (up to the extent not theretofore exercised) and
                  authorize the granting of new Stock Options in substitution
                  therefor (to the extent not theretofore exercised).

                           (g) DEFERRED DELIVERY OF COMMON SHARES. The Committee
                  may in its discretion permit Participants to defer delivery of
                  Common Stock acquired pursuant to a Participant's exercise of
                  an Option in accordance with the terms and conditions
                  established by the Committee.

                                   ARTICLE VII

                             NON-TRANSFERABILITY AND
                            TERMINATION OF EMPLOYMENT

                  7.1 NON-TRANSFERABILITY. Except as provided herein, no Stock
         Option shall be Transferable by the Participant otherwise than by will
         or by the laws of descent and distribution. All Stock Options shall be
         exercisable, during the Participant's lifetime, only by the
         Participant. No Stock Option shall, except as otherwise specifically
         provided by law or herein, be Transferable in any manner, and any
         attempt to Transfer any such Stock


                                      -14-

<Page>


         Option shall be void, and no such Stock Option shall in any manner be
         liable for or subject to the debts, contracts, liabilities, engagements
         or torts of any person who shall be entitled to such Stock Option, nor
         shall it be subject to attachment or legal process for or against such
         person. Notwithstanding the foregoing, the Committee may determine at
         the time of grant or thereafter that a Non-Qualified Stock Option that
         is otherwise not Transferable pursuant to this Section 7.1 is
         Transferable to a Family Member in whole or in part and in such
         circumstances, and under such conditions, as specified by the
         Committee. A Non- Qualified Stock Option that is Transferred to a
         Family Member pursuant to the preceding sentence (i) may not be
         subsequently Transferred otherwise than by will or by the laws of
         descent and distribution and (ii) remains subject to the terms of this
         Plan and the Stock Option agreement. Any shares of Common Stock
         acquired upon the exercise of a Stock Option by a transferee of a Stock
         Option shall be subject to the terms of this Plan and the Stock Option
         agreement, including, without limitation, the provisions of Article X
         hereof.

                  7.2 TERMINATION OF EMPLOYMENT. The following rules apply with
         regard to the Termination of Employment of a Participant. Unless
         otherwise determined by the Committee at grant or, if no rights of the
         Participant are reduced, thereafter:

                           (a) TERMINATION BY REASON OF DEATH, DISABILITY OR
                  RETIREMENT. If a Participant's Termination of Employment is by
                  reason of death, Disability or Retirement, all Stock Options
                  held by such Participant which are exercisable at the time of
                  the Participant's Termination of Employment, may be exercised
                  by the Participant (or, in the case of death, by the legal
                  representative of the Participant's estate) at any time within
                  a period of one year from the date of such Termination of
                  Employment, but in no event beyond the expiration of the
                  stated terms of such Stock Options; provided, however, that,
                  in the case of Retirement, if the Participant dies within such
                  exercise period, all unexercised Stock Options held by such
                  Participant shall thereafter be exercisable, to the extent to
                  which they were exercisable at the time of death, for a period
                  of one year from the date of such death, but in no event
                  beyond the expiration of the stated term of such Stock
                  Options.

                           (b) INVOLUNTARY TERMINATION WITHOUT CAUSE. If a
                  Participant's Termination of Employment is by involuntary
                  termination without Cause, all Stock Options held by such
                  Participant which are exercisable at the time of such
                  Termination of Employment, may be exercised by the Participant
                  at any time within a period of 90 days from the date of such
                  Termination of Employment, but in no event beyond the
                  expiration of the stated term of such Stock Options.

                           (c) VOLUNTARY TERMINATION. If a Participant's
                  Termination of Employment is voluntary (other than a voluntary
                  termination described in Section 7.2(d)(ii) below), all Stock
                  Options held by such Participant which are exercisable at the
                  time of such Termination of Employment, may be exercised by
                  the Participant at any time within a period of 30 days from
                  the date of such


                                      -15-

<Page>


                  Termination of Employment, but in no event beyond the
                  expiration of the stated terms of such Stock Options.

                           (d) TERMINATION FOR CAUSE. If a Participant's
                  Termination of Employment (i) is for Cause or (ii) is a
                  voluntary termination (as provided in subsection (c) above) at
                  any time after an event which would be grounds for a
                  Termination of Employment for Cause, all Stock Options held by
                  such Participant shall thereupon terminate and expire as of
                  the date of such Termination of Employment.


                                  ARTICLE VIII

                          CHANGE IN CONTROL PROVISIONS

                  8.1 BENEFITS. In the event of a Change in Control of the
         Company, except as otherwise provided by the Committee upon the grant
         of a Stock Option, the Participant shall be entitled to the following
         benefits:

                           (a) Except to the extent provided in the applicable
                  Stock Option agreement, the Participant's employment agreement
                  with the Company or an Affiliate, as approved by the
                  Committee, or other written agreement approved by the
                  Committee (as such agreement may be amended from time to
                  time), Stock Options granted and not previously exercisable
                  shall become exercisable upon a Change in Control, subject to
                  subsection 8.1(b).

                           (b) Notwithstanding anything to the contrary herein,
                  unless the Committee provides otherwise at the time a Stock
                  Option is granted hereunder or thereafter, no acceleration of
                  exercisability shall occur with respect to such Stock Options
                  if the Committee reasonably determines in good faith that the
                  Stock Options shall be honored or assumed, or new rights
                  substituted therefor (each such honored, assumed or
                  substituted stock option hereinafter called an "Alternative
                  Option"), by a Participant's employer (or the parent or a
                  subsidiary of such employer) immediately following the Change
                  in Control, provided that any such Alternative Option must
                  meet the following criteria:

                                    (i) the Alternative Option must provide such
                           Participant with rights and entitlements
                           substantially equivalent to or better than the
                           rights, terms and conditions applicable under such
                           Stock Option, including, but not limited to, an
                           identical or better exercise schedule; and

                                    (ii) the Alternative Option must
                           substantially comply and in the case of an Incentive
                           Stock Option must comply with the requirements of
                           Treasury Regulation ss. 1.425-1 (and any amendments
                           thereto), except that the Alternative Option need not
                           be an Incentive Stock Option.


                                      -16-

<Page>


                           (c) If the Company and the other party to a
                  transaction constituting a Change in Control agree that such
                  transaction shall be treated as a "pooling of interests" for
                  financial reporting purposes, and if the transaction is in
                  fact so treated, then the acceleration of exercisability,
                  vesting or lapse of the applicable Restriction Period shall
                  not occur to the extent that the Company's independent public
                  accountants determine in good faith that such acceleration
                  would preclude "pooling of interests" accounting.

                  8.2 CHANGE IN CONTROL. A "Change in Control" shall be deemed
         to have occurred:

                           (a) upon any "person" as such term is used in
                  Sections 13(d) and 14(d) of the Exchange Act (other than CEP,
                  MSDWCP, the Company, any trustee or other fiduciary holding
                  securities under any employee benefit plan of the Company,
                  or any company owned, directly or indirectly, by the
                  stockholders of the Company in substantially the same
                  proportions as their ownership of Common Stock of the
                  Company), becoming the beneficial owner (as defined in Rule
                  13d-3 under the Exchange Act), directly or indirectly, of
                  securities of the Company representing 50% or more of the
                  combined voting power of the Company's then outstanding
                  securities;

                           (b) during any period of 2 consecutive years,
                  individuals who at the beginning of such period constitute the
                  Board, and any new director (other than a director designated
                  by a person who has entered into an agreement with the Company
                  to effect a transaction described in paragraph (a), (c), or
                  (d) of this Section or a director whose initial assumption of
                  office occurs as a result of either an actual or threatened
                  election contest (as such term is 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) whose election by
                  the Board or nomination for election by the Company's
                  stockholders was approved by a vote of at least two-thirds of
                  the directors then still in office who either were directors
                  at the beginning of the two-year period or whose election or
                  nomination for election was previously so approved, cease for
                  any reason to constitute at least a majority of the Board;

                           (c) a merger or consolidation of the Company or a
                  Subsidiary with any other corporation, other than a merger or
                  consolidation which would result in the voting securities of
                  the Company outstanding immediately prior thereto continuing
                  to represent (either by remaining outstanding or by being
                  converted into voting securities of the surviving entity) more
                  than 35% of the combined voting power of the voting securities
                  of the Company or such surviving entity or such surviving
                  entity's parent outstanding immediately after such merger or
                  consolidation; or


                                      -17-

<Page>


                           (d) upon the approval by the stockholders of the
                  Company of a plan of complete liquidation of the Company or an
                  agreement for the sale or disposition by the Company of all or
                  substantially all of the Company's assets other than the sale
                  or disposition of all or substantially all of the assets of
                  the Company to a person or persons who beneficially own,
                  directly or indirectly, at least 50% or more of the combined
                  voting power of the outstanding voting securities of the
                  Company at the time of the sale.

                  8.3 INITIAL PUBLIC OFFERING NOT A CHANGE IN CONTROL. For
         purposes of the Plan, an initial public offering of the Common Stock of
         the Company shall not be deemed to be a Change in Control.


                                   ARTICLE IX

                        TERMINATION OR AMENDMENT OF PLAN

                  Notwithstanding any other provision of this Plan, the Board or
         the Committee may at any time, and from time to time, amend, in whole
         or in part, any or all of the provisions of this Plan (including any
         amendment deemed necessary to ensure that the Company may comply with
         any regulatory requirement referred to in Article XII), or suspend or
         terminate it entirely, retroactively or otherwise; provided, however,
         that, unless otherwise required by law or specifically provided herein,
         the rights of a Participant with respect to Awards granted prior to
         such amendment, suspension or termination, may not be impaired without
         the consent of such Participant. In no event may this Plan be amended
         without the approval of the stockholders of the Company in accordance
         with the applicable laws of the State of Delaware to increase the
         aggregate number of shares of Common Stock that may be issued under
         this Plan, decrease the minimum exercise price of any Stock Option, or
         to make any other amendment that would require stockholder approval
         under the rules of any exchange or system on which the Company's
         securities are listed or traded.

                  The Committee may amend the terms of any Stock Option
         theretofore granted, prospectively or retroactively, but, subject to
         Article IV above or as otherwise specifically provided herein, no such
         amendment or other action by the Committee shall impair the rights of
         any holder without the holder's consent.


                                    ARTICLE X

                    COMPANY CALL RIGHTS AND OTHER LIMITATIONS

                  10.1 COMPANY CALL RIGHTS. (a) In the event of Termination of
         Employment for Cause, the Company may repurchase from the Participant
         any shares of Common Stock previously acquired by the Participant
         through the exercise of a Stock Option granted under this Plan at a
         repurchase price equal to the lesser of (i) the original


                                      -18-

<Page>


         purchase price or exercise price (as applicable), if any, or (ii) Fair
         Market Value as of the date of termination.

                  (b) In the event of a Termination of Employment for any reason
         other than for Cause (including termination due to Retirement, death,
         Disability, involuntary termination without Cause or resignation), the
         Company may at any time within 270 days after a Participant incurs a
         Termination of Employment or acquires shares of Common Stock upon the
         exercise of a Stock Option following his or her Termination of
         Employment for any reason other than for Cause: (i) repurchase from the
         Participant each outstanding vested Stock Option based on the greater
         of (A) the difference between the exercise price of a share of Common
         Stock relating to such Stock Option and the Fair Market Value of a
         share of Common Stock on the date of termination and (B) $.01 and (ii)
         repurchase from the Participant any shares of Common Stock previously
         acquired by the Participant through the exercise of a Stock Option
         under this Plan at a repurchase price equal to Fair Market Value as of
         the date of termination, but in no event less than the exercise price
         of a share of Common Stock relating to such Stock Option.

                  10.2 LIMITATIONS ON TRANSFER OF SHARES. A Participant only
         may, directly or indirectly, Transfer shares of Common Stock acquired
         by the Participant (or his or her estate or legal representative)
         through the exercise of an Option under this Plan in the same
         proportion to the aggregate amount of shares of Common Stock sold by
         CEP and MSDWCP to entities which are not Affiliates for cash or
         marketable securities.

                  10.3 EFFECT OF IPO. Notwithstanding the foregoing, the Company
         shall cease to have rights pursuant to Section 10.1 following an
         initial public offering of the Common Stock of the Company.


                                   ARTICLE XI

                                  UNFUNDED PLAN

                  11.1 UNFUNDED STATUS OF PLAN. This Plan is intended to
         constitute an "unfunded" plan for incentive and deferred compensation.
         With respect to any payments as to which a Participant has a fixed and
         vested interest but which are not yet made to a Participant by the
         Company, nothing contained herein shall give any such Participant any
         rights that are greater than those of a general unsecured creditor of
         the Company.


                                      -19-

<Page>


                                   ARTICLE XII

                               GENERAL PROVISIONS

                  12.1 LEGEND. The Committee may require each person receiving
         shares pursuant to an Award under this Plan to represent to and agree
         with the Company in writing that the Participant is acquiring the
         shares without a view to distribution thereof. In addition to any
         legend required by this Plan, the certificates for such shares may
         include any legend which the Committee deems appropriate to reflect any
         restrictions on Transfer.

                  All certificates for shares of Common Stock delivered under
         this Plan shall be subject to such stock 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 or any national securities association system upon whose system
         the Common Stock is then quoted, any applicable Federal or state
         securities law, and any applicable corporate law, and the Committee may
         cause a legend or legends to be put on any such certificates to make
         appropriate reference to such restrictions.

                  12.2 OTHER PLANS. Nothing contained in this Plan shall prevent
         the Board from adopting other or additional compensation arrangements,
         subject to stockholder approval if such approval is required; and such
         arrangements may be either generally applicable or applicable only in
         specific cases.

                  12.3 NO RIGHT TO EMPLOYMENT. Neither this Plan nor the grant
         of any Award hereunder shall give any Participant any right with
         respect to continuance of employment by the Company or any Affiliate,
         nor shall they be a limitation in any way on the right of the Company
         or any Affiliate by which an employee is employed to terminate his
         employment at any time.

                  12.4 WITHHOLDING OF TAXES. The Company shall have the right to
         deduct from any payment to be made to a Participant, or to otherwise
         require, prior to the issuance or delivery of any shares of Common
         Stock or the payment of any cash hereunder, payment by the Participant
         of, any Federal, state or local taxes required by law to be withheld.

                  Any statutorily required withholding obligation with regard to
         any Eligible Employee may be satisfied, subject to the consent of the
         Committee, by reducing the number of shares of Common Stock otherwise
         deliverable or by delivering shares of Common Stock already owned. Any
         fraction of a share of Common Stock required to satisfy such tax
         obligations shall be disregarded and the amount due shall be paid
         instead in cash by the Participant.


                                      -20-

<Page>


                  12.5  LISTING AND OTHER CONDITIONS.

                           (a) Unless otherwise determined by the Committee, as
                  long as the Common Stock is listed on a national securities
                  exchange or system sponsored by a national securities
                  association, the issue of any shares of Common Stock pursuant
                  to a Stock Option shall be conditioned upon such shares being
                  listed on such exchange or system. The Company shall have no
                  obligation to issue such shares unless and until such shares
                  are so listed, and the right to exercise any Stock Option with
                  respect to such shares shall be suspended until such listing
                  has been effected.

                           (b) If at any time counsel to the Company shall be of
                  the opinion that any sale or delivery of shares of Common
                  Stock pursuant to a Stock Option is or may in the
                  circumstances be unlawful or result in the imposition of
                  excise taxes on the Company under the statutes, rules or
                  regulations of any applicable jurisdiction, the Company shall
                  have no obligation to make such sale or delivery, or to make
                  any application or to effect or to maintain any qualification
                  or registration under the Securities Act or otherwise with
                  respect to shares of Common Stock or Stock Option, and the
                  right to exercise any Stock Option shall be suspended until,
                  in the opinion of said counsel, such sale or delivery shall be
                  lawful or will not result in the imposition of excise taxes on
                  the Company.

                           (c) Upon termination of any period of suspension
                  under this Section 12.5, a Stock Option affected by such
                  suspension which shall not then have expired or terminated
                  shall be reinstated as to all shares available before such
                  suspension and as to shares which would otherwise have become
                  available during the period of such suspension, but no such
                  suspension shall extend the term of any Stock Option.

                           (d) A Participant shall be required to supply the
                  Company with any certificates, representations and information
                  that the Company requests and otherwise cooperate with the
                  Company in obtaining any listing, registration, qualification,
                  exemption, consent or approval the Company deems necessary or
                  appropriate.

                  12.6 STOCKHOLDERS AGREEMENT. As a condition to the receipt of
         shares of Common Stock pursuant to a Stock Option under this Plan, to
         the extent required by the Committee, the Participant shall execute and
         deliver a stockholder's agreement or such other documentation which
         shall set forth certain restrictions on transferability of the shares
         of Common Stock acquired upon exercise or purchase (including Section
         10.2), a right of first refusal of the Company with respect to shares,
         the right of the Company to purchase Common Stock in accordance with
         this Plan and such other


                                      -21-

<Page>


         terms as the Board or Committee shall from time to time establish. Such
         stockholder's agreement shall apply to all Common Stock acquired under
         the Plan.

                  12.7 GOVERNING LAW. This Plan shall be governed and construed
         in accordance with the laws of the State of Delaware (regardless of the
         law that might otherwise govern under applicable Delaware principles of
         conflict of laws).

                  12.8 CONSTRUCTION. Wherever any words are used in this Plan in
         the masculine gender they shall be construed as though they were also
         used in the feminine gender in all cases where they would so apply, and
         wherever any words are used herein in the singular form they shall be
         construed as though they were also used in the plural form in all cases
         where they would so apply.

                  12.9 OTHER BENEFITS. No Award payment under this Plan shall be
         deemed compensation for purposes of computing benefits under any
         retirement plan of the Company or its subsidiaries nor affect any
         benefits under any other benefit plan now or subsequently in effect
         under which the availability or amount of benefits is related to the
         level of compensation.

                  12.10 COSTS. The Company shall bear all expenses included in
         administering this Plan, including expenses of issuing Common Stock
         pursuant to any Awards hereunder.

                  12.11 NO RIGHT TO SAME BENEFITS. The provisions of Stock
         Options need not be the same with respect to each Participant, and such
         Stock Options to individual Participants need not be the same in
         subsequent years.

                  12.12 DEATH/DISABILITY. The Committee may in its discretion
         require the transferee of a Participant to supply it with written
         notice of the Participant's death or Disability and to supply it with a
         copy of the will (in the case of the Participant's death) or such other
         evidence as the Committee deems necessary to establish the validity of
         the transfer of an Award. The Committee may also require that the
         agreement of the transferee to be bound by all of the terms and
         conditions of this Plan.

                  12.13 SUCCESSORS AND ASSIGNS. The Plan shall be binding on all
         successors and permitted assigns of a Participant, including, without
         limitation, the estate of such Participant and the executor,
         administrator or trustee of such estate.

                  12.14 SEVERABILITY OF PROVISIONS. If any provision of this
         Plan shall be held invalid or unenforceable, such invalidity or
         unenforceability shall not affect any other provisions hereof, and this
         Plan shall be construed and enforced as if such provisions had not been
         included.


                                      -22-

<Page>

                  12.15 HEADINGS AND CAPTIONS. The headings and captions herein
         are provided for reference and convenience only, shall not be
         considered part of this Plan, and shall not be employed in the
         construction of this Plan.


                                  ARTICLE XIII

                             EFFECTIVE DATE OF PLAN

                  13.1 The Plan shall become effective upon adoption by the
         Board, subject to the approval of this Plan by the stockholders of the
         Company in accordance with the requirements of the laws of the State of
         Delaware, or such later date as provided in the adopting resolution.


                                   ARTICLE XIV

                                  TERM OF PLAN

                  14.1 No Stock Option shall be granted pursuant to this Plan on
         or after the tenth anniversary of the earlier of the date this Plan is
         adopted or the date of stockholder approval, but Stock Options granted
         prior to such tenth anniversary may, and the Committee's authority to
         administer the terms of such Options shall, extend beyond that date.




                                      -23-