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                                                                     Exhibit 4.2

                        INCENTIVE STOCK OPTION AGREEMENT

                                   PURSUANT TO

                                EDG CAPITAL, INC.
                         2000 LONG -TERM INCENTIVE PLAN

                                    * * * * *

OPTIONEE:

GRANT DATE:

PER SHARE EXERCISE PRICE:

NUMBER OF OPTION SHARES
SUBJECT TO THIS OPTION:

     THIS INCENTIVE STOCK OPTION AGREEMENT (this "Agreement"), dated as of the
Grant Date specified above, is entered into by and between EDG Capital, Inc., a
New York corporation (the "Company"), and the Optionee specified above, pursuant
to the EDG Capital, Inc. 2000 Long - Term Incentive Plan, as in effect and as
amended from time to time (the "Plan"); and

     WHEREAS, it has been determined under the Plan that it would be in the best
interests of the Company to grant the incentive stock option provided for herein
to the Optionee;

     NOW, THEREFORE, in consideration of the mutual covenants and premises
hereinafter set forth and for other good and valuable consideration, the parties
hereto hereby mutually covenant and agree as follows:

     1. INCORPORATION BY REFERENCE; PLAN DOCUMENT RECEIPT. This Agreement is
subject to the approval of the Plan by the shareholders of the Company. This
Agreement is also subject in all respects to the terms and provisions of the
Plan (including, without limitation, any amendments thereto adopted at any time
and from time to time if such amendments are expressly intended to apply to the
grant of the option hereunder and are permitted to apply by the Plan), all of
which terms and provisions are made a part of and incorporated in this Agreement
as if they were each expressly set forth herein. Any capitalized term not
defined in this Agreement shall have the same meaning as is ascribed thereto
under the Plan. The Optionee hereby acknowledges receipt of a true copy of the
Plan and that the Optionee has read the Plan carefully and fully understands its
content. In the event of any conflict between the terms of this Agreement and
the terms of the Plan, the terms of the Plan shall control.

     2. GRANT OF OPTION. The Company hereby grants to the Optionee, subject to
the approval of the Plan by the shareholders of the Company, as of the Grant
Date specified above, an incentive stock option (this "Option") to acquire from
the Company at the Per Share Exercise Price specified above the aggregate number
of shares of the Common Stock specified above (the "Option Shares"). This Option
is intended to be treated as (and to qualify as) an "incentive stock option"
within the meaning of Section 422 of the Code.

     3. EXERCISE OF THIS OPTION.

         3.1 This Option shall become exercisable in accordance with and to the
extent provided by

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the terms and provisions of Section 6.6 of the Plan.

         3.2 Unless earlier terminated in accordance with the terms and
provisions of the Plan, this option shall expire and shall no longer be
exercisable after the expiration of ten years from the Grant Date (the "Option
Period").

         3.3 In no event shall this Option be exercisable for a fractional share
of Common Stock.

     4. METHOD OF EXERCISE AND PAYMENT. This Option shall be exercised by the
Optionee by delivering to the Secretary of the Company or his designated agent
on any business day (the "Exercise Date") a written notice, in such manner and
form as may be required by the Company, specifying the number of Option Shares
the Optionee desires to acquire (the "Exercise Notice"). The Exercise Notice
shall be accompanied by payment of the aggregate Per Share Exercise Price for
such number of the Option Shares to be acquired upon such exercise. Such payment
shall be made in the manner set forth in Section 6.5 of the Plan.

     5. TERMINATION. This Option shall terminate and be of no force or effect in
accordance with and to the extent provided by the terms and provisions of
Section 8 of the Plan. In any event, this Option shall terminate upon the
expiration of the Option Period.

     6. ENTIRE AGREEMENT; AMENDMENT. This Agreement contains the entire
agreement between the parties hereto with respect to the subject matter
contained herein, and supersedes all prior agreements or prior understandings,
whether written or oral, between the parties relating to such subject matter.
This Agreement may only be modified or amended by a writing signed by both the
Company and the Optionee.

     7. GOVERNING LAWS. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without reference to the
principles of conflict of laws thereof.

     8. COMPLIANCE WITH LAWS. The issuance of this Option (and the Option Shares
upon exercise of this option) pursuant to this Agreement shall be subject to,
and shall comply with, any applicable requirements of any federal and state
securities laws, rules and regulations (including, without limitation, the
provisions of the Securities Act of 1933, the Exchange Act and the respective
rules and regulations promulgated thereunder) and any other law or regulation
applicable thereto. The Company shall not be obligated to issue this Option or
any of the Option Shares pursuant to this Agreement if any such issuance would
violate any such requirements.

     9. BINDING AGREEMENT; ASSIGNMENT. This Agreement shall inure to the benefit
of, be binding upon, and be enforceable by the Company and its successors and
assigns. The Optionee shall not assign any part of this Agreement without the
prior express written consent of the Company.

     10. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument.

     11. HEADINGS. The titles and headings of the various sections of this
Agreement have been inserted for convenience of reference only and shall not be
deemed to be a part of this Agreement.

     12. FURTHER ASSURANCES. Each party hereto shall do and perform (or shall
cause to be done and performed) all such further acts and shall execute and
deliver all such other agreements, certificates, instruments and documents as
any party hereto reasonably may request in order to carry out the intent and
accomplish the purposes of this Agreement and the Plan and the consummation of
the transactions contemplated thereunder.

     13. SEVERABILITY. The invalidity or unenforceability of any provisions of
this Agreement in any jurisdiction shall not affect the validity, legality or
enforceability of the remainder of this Agreement in such jurisdiction or the
validity, legality or enforceability of any provision of this Agreement in any
other jurisdiction, it being intended that all rights and obligations of the
parties hereunder shall be enforceable to the fullest extent permitted by law.

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     14. EMPLOYMENT. Nothing contained in this Agreement shall give the Optionee
any right to be retained in the employ of the Company or affect the right of the
Company to terminate the Optionee's employment with the Company.

     15. NON TRANSFERABILITY. The Option and this Incentive Stock Option
Agreement, and all rights or interests herein or therein, shall not and may not
be assigned, transferred, sold, exchanged, encumbered, pledged, or otherwise
hypothecated or disposed of by the Optionee or any beneficiary(ies) of the
Optionee, except by testamentary disposition by the Optionee or the laws of
intestate succession. No such interest shall be subject to execution, attachment
or similar legal process, including, without limitation, seizure for the payment
of the Optionee's debts, judgements, alimony, or separate maintenance. During
the lifetime of the Optionee, the Option is exercisable only by the Optionee.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer, and the Optionee has hereunto set his hand, all as
of the Grant Date specified above.

                                         EDG CAPITAL, INC.

                                         By:
                                            -----------------------------------
                                         Name:
                                              ---------------------------------
                                         Title:
                                               --------------------------------
                                         OPTIONEE


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