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                                                                    EXHIBIT 10.9


                                  CALTON, INC.
                           2000 EQUITY INCENTIVE PLAN

1.      PURPOSE.

        The purpose of this Calton, Inc. 2000 Equity Incentive Plan (the "Plan")
        is to advance the interests of Calton, Inc. (the "Company") and its
        subsidiaries by enhancing the ability of the Company to (i) attract and
        retain employees and other persons or entities who are in a position to
        make significant contributions to the success of the Company and its
        subsidiaries; (ii) reward such persons for such contributions; and (iii)
        encourage such persons or entities to take into account the long-term
        interest of the Company through ownership of shares of the Company's
        common stock, $.05 par value per share (the "Common Stock").

        The Plan is intended to accomplish these objectives by enabling the
        Company to grant awards ("Awards") in the form of incentive stock
        options ("ISOs"), nonqualified stock options ("Nonqualified Options")
        (ISOs and Nonqualified Options shall be collectively referred to herein
        as "Options"), stock appreciation rights ("SARs"), restricted stock
        ("Restricted Stock"), deferred stock ("Deferred Stock"), or other stock
        based awards ("Other Stock Based Awards"), all as more fully described
        below.

2.      ADMINISTRATION.

        The Plan will be administered by the Compensation Committee (the
        "Committee") of the Board of Directors of the Company (the "Board"). The
        Committee may be constituted to permit the Plan to comply with the
        "outside director" requirement of Section 162(m)(4)(c)(i) of the
        Internal Revenue Code of 1986, as amended (the "Code"), and the
        regulations promulgated thereunder, or any successor rules. The
        Committee will determine the recipients of Awards, the times at which
        Awards will be made, the size and type or types of Awards to be made to
        each recipient, and will set forth in each such Award the terms,
        conditions and limitations applicable to the Award granted. Awards may
        be made singly, in combination or in tandem. The Committee will have
        full and exclusive power to interpret the Plan, to adopt rules,
        regulations and guidelines relating to the Plan, to grant waivers of
        Plan restrictions and to make all of the determinations necessary for
        its administration. Such determinations and actions of the Committee,
        and all other determinations and actions of the Committee made or taken
        under authority granted by any provision of the Plan, will be conclusive
        and binding on all parties.

3.      EFFECTIVE DATE AND TERM OF PLAN.

        The Plan will become effective on January 27, 2000, but shall be subject
        to approval by the requisite vote of the Company's shareholders. Any
        Awards granted under the Plan prior to such shareholder approval shall
        be conditioned upon such shareholder approval and shall be null and void
        if such approval is not obtained.

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        The Plan will terminate on January 27, 2010, subject to earlier
        termination of the Plan by the Board pursuant to Section 18 herein. No
        Award may be granted under the Plan after the termination date of the
        Plan, but Awards previously granted may extend beyond that date pursuant
        to the terms of such Awards.

4.      SHARES SUBJECT TO THE PLAN.

        Subject to adjustment as provided in Section 16 herein, the aggregate
        number of shares of Common Stock reserved for issuance pursuant to
        Awards granted under the Plan shall be one million three hundred
        thousand (1,300,000) shares. The maximum number of shares of Common
        Stock which may be issued to the Chief Executive Officer ("CEO") of the
        Company pursuant to all Awards granted the CEO under the Plan shall not
        exceed thirty-five percent (35%) of the number of shares of the
        Company's Common Stock reserved for issuance hereunder. The maximum
        number of shares of the Company's Common Stock awarded to any other
        "Participant" (as defined in Section 5 below) pursuant to all Awards
        granted to such Participant under the Plan shall not exceed twenty
        percent (20%) of the number of shares of the Company's Common Stock
        reserved for issuance hereunder.

        The shares of Common Stock delivered under the Plan may be either
        authorized but unissued shares of Common Stock or shares of the
        Company's Common Stock held by the Company as treasury shares, including
        shares of Common Stock acquired by the Company in open market and
        private transactions. No fractional shares of Common Stock will be
        delivered pursuant to Awards granted under the Plan and the Committee
        shall determine the manner in which fractional share value will be
        treated.

        If any Award requiring exercise by a Participant for delivery of shares
        of Common Stock is cancelled or terminates without having been exercised
        in full, or if any Award payable in shares of Common Stock or cash is
        satisfied in cash rather than Common Stock, the number of shares of
        Common Stock as to which such Award was not exercised or for which cash
        was substituted will be available for future Awards of Common Stock;
        provided, however, that Common Stock subject to an Option cancelled upon
        the exercise of an SAR shall not again be available for Awards under the
        Plan unless, and to the extent that, the SAR is settled in cash. Shares
        of Restricted Stock and Deferred Stock forfeited to the Company in
        accordance with the Plan and the terms of the particular Award shall be
        available again for Awards under the Plan unless the Committee
        determines otherwise.

5.      ELIGIBILITY AND PARTICIPATION.

        Those eligible to receive Awards under the Plan (each, a "Participant"
        and collectively, the "Participants") will be persons in the employ of
        the Company or any of its subsidiaries designated by the Committee
        ("Employees") and other persons or entities who, in the opinion of the
        Committee, are in a position to make a significant contribution to the
        success of the Company or its subsidiaries, including, without
        limitation, consultants and agents of the Company or any subsidiary. A
        "subsidiary" for purposes of the Plan will be a present or future
        corporation of which the Company owns or controls, or will own or
        control, more than 50% of the total combined voting power of all classes
        of stock or other equity interests.


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6.      OPTIONS.

        (a)     NATURE OF OPTIONS. An Option is an Award entitling the
                Participant to purchase a specified number of shares of Common
                Stock at a specified exercise price. Both ISOs, as defined in
                Section 422 of the Code, and Nonqualified Options may be granted
                under the Plan; provided however, that ISOs may be awarded only
                to Employees.

        (b)     EXERCISE PRICE. The exercise price of each Option shall be equal
                to the "Fair Market Value" (as defined below) of the Common
                Stock on the date the Award is granted to the Participant;
                provided, however, that (i) in the Committee's discretion, the
                exercise price of a Nonqualified Option may be less than the
                Fair Market Value of the Common Stock on the date of grant; (ii)
                with respect to a Participant who owns more than ten percent
                (10%) of the total combined voting power of all classes of stock
                of the Company, the option price of an ISO granted to such
                Participant shall not be less than one hundred and ten percent
                (110%) of the Fair Market Value of the Common Stock on the date
                the Award is granted; and (iii) with respect to any Option
                repriced by the Committee, the exercise price shall be equal to
                the Fair Market Value of the Common Stock on the date such
                Option is repriced unless otherwise determined by the Committee.
                For purposes of this Plan, Fair Market Value shall mean the
                closing price of the Common Stock as reported on the American
                Stock Exchange, or if not reported on the American Stock
                Exchange, on the principal securities exchange on which the
                Common Stock is listed, or if not so listed, the high and low
                sales prices (or the average of the high asked and low bid
                prices of the Common Stock if sales price information is not
                reported) of the Common Stock as reported by the Nasdaq Stock
                Market or, if not reported on the Nasdaq Stock Market, by the
                NASD OTC Bulletin Board or similar quotation service. If the
                Common Stock is not publicly traded, Fair Market Value shall be
                determined in good faith by the Board of Directors.

        (c)     DURATION OF OPTIONS. The term of each Option granted to a
                Participant pursuant to an Award shall be determined by the
                Committee; provided, however, that in no case shall an Option be
                exercisable more than ten (10) years (five (5) years in the case
                of an ISO granted to a ten-percent stockholder as defined in (b)
                above) from the date of the Award.

        (d)     EXERCISE OF OPTIONS AND CONDITIONS. Except as otherwise provided
                in Sections 16 and 17 herein, and except as otherwise provided
                below with respect to ISOs, Options granted pursuant to an Award
                will become exercisable at such time or times, and on and
                subject to such conditions, as the Committee may specify at the
                time of the Award. The Options may be subject to such
                restrictions, conditions and forfeiture provisions as the
                Committee may determine, including, but not limited to,
                restrictions on transfer, continuous service with the Company or
                any of its subsidiaries, achievement of business objectives, and
                individual, division and


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                Company performance. To the extent exercisable, an Option may be
                exercised either in whole at any time or in part from time to
                time. With respect to an ISO granted to a Participant, the Fair
                Market Value of the shares of Common Stock on the date of grant
                which are exercisable for the first time by a Participant during
                any calendar year shall not exceed $100,000.

        (e)     PAYMENT FOR AND DELIVERY OF STOCK. Full payment for shares of
                Common Stock purchased will be made at the time of the exercise
                of the Option, in whole or in part. Payment of the purchase
                price will be made in cash or in such other form as the
                Committee may permit, including, without limitation, delivery of
                shares of Common Stock.

7.      STOCK APPRECIATION RIGHTS.

        (a)     NATURE OF STOCK APPRECIATION RIGHTS. A SAR is an Award entitling
                the recipient to receive payment, in cash and/or shares of
                Common Stock, determined in whole or in part by reference to
                appreciation in the value of a share of Common Stock. A SAR
                entitles the recipient to receive in cash and/or shares of
                Common Stock, with respect to each SAR exercised, the excess of
                the Fair Market Value of a share of Common Stock on the date of
                exercise over the Fair Market Value of a share of Common Stock
                on the date the SAR was granted.

        (b)     GRANT OF SARS. SARs may be subject to Awards in tandem with, or
                independently of, Options granted under the Plan. A SAR granted
                in tandem with an Option which is not an ISO may be granted
                either at or after the time the Option is granted. A SAR granted
                in tandem with an ISO may be granted only at the time the ISO is
                granted and may expire no later than the expiration of the
                underlying ISO.

        (c)     EXERCISE OF SARS. A SAR not granted in tandem with an Option
                will become exercisable at such time or times, and on such
                conditions, as the Committee may specify. A SAR granted in
                tandem with an Option will be exercisable only at such times,
                and to the extent, that the related option is exercisable. A SAR
                granted in tandem with an ISO may be exercised only when the
                market price of the shares of Common Stock subject to the ISO
                exceeds the exercise price of the ISO, and the SAR may be for no
                more than one hundred percent (100%) of the difference between
                the exercise price of the underlying ISO and the Fair Market
                Value of the Common Stock subject to the underlying ISO at the
                time the SAR is exercised. At the option of the Committee, upon
                exercise, an SAR may be settled in cash, Common Stock or a
                combination of both.

8.      RESTRICTED STOCK.

        A Restricted Stock Award entitles the recipient to acquire shares of
        Common Stock, subject to certain restrictions or conditions, for no cash
        consideration, if permitted by applicable law, or for such other
        consideration as may be determined by the Committee. The Award may be
        subject to such restrictions, conditions and forfeiture provisions as
        the


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        Committee may determine, including, but not limited to, restrictions on
        transfer, continuous service with the Company or any of its
        subsidiaries, achievement of business objectives, and individual,
        division and Company performance. Subject to such restrictions,
        conditions and forfeiture provisions as may be established by the
        Committee, any Participant receiving an Award of Restricted Stock will
        have all the rights of a stockholder of the Company with respect to the
        shares of Restricted Stock, including the right to vote the shares and
        the right to receive any dividends thereon.

9.      DEFERRED STOCK.

        A Deferred Stock Award entitles the recipient to receive shares of
        Common Stock to be delivered in the future. Delivery of the shares of
        Common Stock will take place at such time or times, and on such
        conditions, as the Committee may specify. At the time any Deferred Stock
        Award is granted, the Committee may provide that the Participant will
        receive an instrument evidencing the Participant's right to future
        delivery of Deferred Stock.

10.     DIRECTOR'S FEES.

        Subject to the limitation contained in Section 4 of this Plan on the
        number of shares of Common Stock which may be issued pursuant to this
        Plan, any member of the Board who provides written notice to the Company
        shall be entitled to receive all or a portion of the member's annual
        board retainer fee, Board meeting fees, and Board committee fees in the
        form of shares of the Company's Common Stock. Any member of the Board
        who desires to receive all or any part of such Board fees in shares of
        Common Stock must provide the Chief Financial Officer of the Company
        with written notice of the member's election (an "Election") to receive
        payment of Board fees in this form no later than five (5) business days
        prior to the date of payment of such fees. Shares of Common Stock with
        an aggregate Fair Market Value, on the date preceding the date of
        payment of Board fees, equal to the aggregate amount of such Board fees
        shall be issued to the Board member no later than fifteen (15) business
        days following the date of payment of such Board fees by the Company.

11.      FORMULA AWARDS.

         On each date that (i) an individual who is not an employee of the
         Company or any subsidiary is elected or reelected as a director by the
         shareholders of the Company and (ii) that an annual meeting of
         shareholders of the Company is held during the term of office of such
         director (but excluding any annual meeting at which such director's
         term of office expires and such director is not reelected) such
         director shall receive, on such date, a grant of Nonqualified Stock
         options to acquire ten thousand (10,000) shares of Common Stock and
         each such Option shall have a per share exercise price equal to the
         Fair Market Value of the Common Stock on such date of grant. Each
         Nonqualified Stock Option granted to a non-employee Director pursuant
         to this Section 11 shall have a term of five (5) years from the date of
         grant and shall vest and become fully exercisable on the first
         anniversary of such date of grant. In order for a non-employee Director
         to be granted such Nonqualified Stock options, the Director must have
         attended seventy-five


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        (75%) of all Board meetings and seventy-five percent (75%) of all Board
        committee meetings, of which the Director is a member, called and held
        during the previous twelve (12) months while such Director was a member
        of the Board and committees). Notwithstanding anything to the contrary
        set forth above, no awards of Nonqualified Stock Options shall be made
        pursuant to this Section 11 to a Director who is receiving a comparable
        award under the Company's 1996 Equity Incentive Plan. The provisions of
        this Section 11 of the Plan shall not be amended more than once every
        six (6) months, other than to comport with changes in the Internal
        Revenue Code of 1986, as amended, the Employee Retirement Income
        Security Act of 1974, or the rules thereunder.

12.     OTHER STOCK BASED AWARDS.

        The Committee shall have the right to grant Other Stock Based Awards
        under the Plan to Employees which may include, without limitation, the
        grant of shares of Common Stock as bonus compensation and the issuance
        of shares of Common Stock in lieu of an Employee's cash compensation.

13.     AWARD AGREEMENTS.

        The grant of any Award under the Plan may be evidenced by an agreement
        which shall describe the specific Award granted and the terms and
        conditions of the Award. Any Award shall be subject to the terms and
        conditions of any such agreement required by the Committee.

14.     TRANSFERS.

        No Award (other than an outright Award in the form of Common Stock
        without any restrictions) may be assigned, pledged or transferred other
        than by will or by the laws of descent and distribution and, during a
        Participant's lifetime, will be exercisable only by the Participant or,
        in the event of a Participant's incapacity, by the Participant's
        guardian or legal representative.

15.     RIGHTS OF A STOCKHOLDER.

        Except as specifically provided by the Plan, the receipt of an Award
        will not give a Participant rights as a stockholder of the Company. The
        Participant will obtain such rights, subject to any limitations imposed
        by the Plan, or the instrument evidencing the Award, upon actual receipt
        of shares of Common Stock.

16.     CONDITIONS ON DELIVERY OF STOCK.

        The Company will not be obligated to deliver any shares of Common Stock
        pursuant to the Plan or to remove any restrictions or legends from
        shares of Common Stock previously delivered under the Plan until, (a) in
        the opinion of the Company's counsel, all applicable federal and state
        laws and regulations have been complied with, (b) until the shares of
        Common Stock to be delivered have been listed or authorized to be listed
        on the American Stock Exchange (or such other exchange or quotation
        system on which shares of Common Stock may be listed or quoted), and (c)
        until all other legal matters in


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        connection with the issuance and delivery of such shares of Common Stock
        have been approved by the Company's counsel. If the sale of shares of
        Common Stock has not been registered under the Securities Act of 1933,
        as amended (the "Act"), and qualified under the appropriate "blue sky"
        laws, the Company may require, as a condition to exercise of the Award,
        such representations and agreements as counsel for the Company may
        consider appropriate to avoid violation of such Act and laws and may
        require that the certificates evidencing such shares of Common Stock
        bear an appropriate legend restricting transfer.

        If an Award is exercised by a Participant's legal representative, the
        Company will be under no obligation to deliver shares of Common Stock
        pursuant to such exercise until the Company is satisfied as to the
        authority of such representative.

17.     TAX WITHHOLDING.

        The Company will have the right to deduct from any cash payment under
        the Plan taxes that are required to be withheld and to condition the
        obligation to deliver or vest shares of Common Stock under this Plan
        upon the Participant's paying the Company such amount as the Company may
        request to satisfy any liability for applicable withholding taxes. The
        Committee may in its discretion permit Participants to satisfy all or
        part of their withholding liability either by delivery of shares of
        Common Stock held by the Participant or by withholding shares of Common
        Stock to be delivered to a Participant upon the grant or exercise of an
        Award.

18.     ADJUSTMENT OF AWARD.

        (a)     In the event that a dividend shall be declared upon the Common
                Stock payable in shares of Common Stock, the number of shares of
                the Common Stock then subject to any Award and the number of
                shares of the Common Stock which may be issued under the Plan
                but not yet covered by an Award shall be adjusted by adding to
                each share the number of shares which would be distributable
                thereon if such shares had been outstanding on the date fixed
                for determining the stockholders entitled to receive such stock
                dividend. In the event that the outstanding shares of the Common
                Stock shall be changed into or exchanged for a different number
                or kind of shares of Common Stock or other securities of the
                Company or of another corporation or for cash, whether through
                reorganization, recapitalization, stock split, combination of
                shares, sale of assets, merger or consolidation in which the
                Company is the surviving corporation, then, there shall be
                substituted for each share of the Common Stock then subject to
                any Award, the number and kind of shares of stock or other
                securities or the amount of cash into which each outstanding
                share of the Common Stock shall be so changed or for which each
                such share shall be exchanged.

        (b)     In the event of a proposal, which is approved by the Board, of
                any merger or consolidation involving the Company where the
                Company is not the surviving entity, any sale of substantially
                all of the Company's assets or any other transaction or series
                of related transactions as a result of which a single person or


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                several persons acting in concert own a majority of the
                Company's then outstanding Common Stock (such merger,
                consolidation, sale of assets, or other transaction being
                hereinafter referred to as a "Transaction"), all outstanding
                options and SARs shall become exercisable immediately before or
                contemporaneously with the consummation of such Transaction and
                each outstanding share of Restricted Stock and each outstanding
                Deferred Stock Award shall immediately become free of all
                restrictions and conditions upon consummation of such
                Transaction. Immediately following the consummation of the
                Transaction, all outstanding Options and SARs shall terminate
                and cease to be exercisable.

                In lieu of the foregoing, if the Company will not be the
                surviving corporation or entity, the Committee may arrange to
                have such acquiring or surviving corporation or entity, or an
                "Affiliate,, (as defined below) thereof, grant replacement
                Awards which shall be immediately exercisable to Participants
                holding outstanding Awards.

                The term "Affiliate," with respect to any Person, shall mean any
                other Person who is, or would be deemed to be an "affiliate" or
                an "associate" of such Person within the respective meanings
                ascribed to such terms in Rule 12b-2 of the General Rules and
                Regulations under the Securities Exchange Act of 1934. The term
                "Person" shall mean a corporation, association, partnership,
                joint venture, trust, organization, business, individual or
                government or any governmental agency or political subdivision
                thereof.

        (c)     In the event of the dissolution or liquidation of the Company
                (except a dissolution or liquidation relating to a sale of
                assets or other reorganization of the Company referred to in the
                preceding sections), the outstanding options and SARs shall
                terminate as of a date fixed by the Committee; provided,
                however, that not less than thirty (30) days written notice of
                the date so fixed shall be given to each Participant who shall
                have the right during such period to exercise the Participant's
                Options or SARs as to all or any part of the shares of Common
                Stock covered thereby. Further, in the event of the dissolution
                or liquidation of the Company, each outstanding share of
                Restricted Stock and each outstanding Deferred Stock Award shall
                immediately become free of all restrictions and conditions.

19.     TERMINATION OF SERVICE.

        Upon a Participant's termination of service with the Company or a
        subsidiary (if an employee only of a subsidiary), any outstanding Award
        shall be subject to the terms and conditions set forth below, unless
        otherwise determined by the Committee:

        (a)     In the event a Participant leaves the employ or service of the
                Company or a subsidiary of the Company, prior to the
                Participant's 65th birthday, whether voluntarily or otherwise
                but other than by reason of the Participant's death or
                "disability" (as such term is defined in Section 22(e)(3) of the
                Code), each Option


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                and SAR granted to the Participant shall terminate upon the
                earlier to occur of (i) the expiration of the period three (3)
                months after the date of such termination and (ii) the date
                specified in the Option or SAR; provided, that, prior to the
                termination of such Option or SAR, the Participant shall be able
                to exercise any part of the Option or SAR which is exercisable
                as of the date of termination. Further, each outstanding share
                of Restricted Stock and each outstanding Deferred Stock Award
                which remains subject to any restrictions or conditions of the
                Award shall be forfeited to the Company upon such date of
                termination.

        (b)     In the event a Participant's employment with or service to the
                Company or its subsidiaries terminates by reason of the
                Participant's death or "disability" (as such term is defined in
                Section 22(e)(3) of the Code), each Option and SAR granted to
                the Participant shall become immediately exercisable in full and
                shall terminate upon the earlier to occur of (i) the expiration
                of the period six (6) months after the date of such termination
                and (ii) the date specified in the option or SAR. Further, each
                outstanding share of Restricted Stock and each outstanding
                Deferred Stock Award shall immediately become free of all
                restrictions and conditions upon the date of such termination.

        (c)     In the event a Participant voluntarily or involuntarily leaves
                the employ or service of the Company or a subsidiary of the
                Company, after the Participant's 65th birthday, each Option and
                SAR granted to the Participant shall become immediately
                exercisable in full and shall terminate upon the earlier to
                occur of (i) the expiration of three (3) months after the date
                of such termination and (ii) the date specified in the Option or
                SAR. Further, each outstanding share of Restricted Stock and
                each outstanding Deferred Stock Award shall immediately become
                free of all restrictions and conditions upon the date of such
                termination.

20.     AMENDMENTS AND TERMINATION.

        The Committee will have the authority to make such amendments to any
        terms and conditions applicable to outstanding Awards as are consistent
        with this Plan; provided, that, except for adjustments under Section 16
        hereof, no such action will modify such Award in a manner adverse to the
        Participant without the Participant's consent except as such
        modification is provided for or contemplated in the terms of the Award.

        The Board may amend, suspend or terminate the Plan, subject to
        shareholder approval if so required by any applicable federal or state
        securities laws, tax laws or corporate statute, except that no action
        may, without the consent of a Participant, adversely affect any Award
        previously granted to the Participant under the Plan.

21.     SUCCESSORS AND ASSIGNS.

        The provisions of this Plan shall be binding upon all successors and
        assigns of any such Participant including, without limitation, the
        estate of any such Participant and the executors, administrators, or
        trustees of such estate, and any receiver, trustee in bankruptcy or
        representative of the creditors of any such Participant.


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22.     MISCELLANEOUS.

        (a)     This Plan shall be governed by and construed in accordance with
                the laws of the State of New Jersey.

        (b)     Any and all funds received by the Company under the Plan may be
                used for any corporate purpose.

        (c)     Nothing contained in the Plan or any Award granted under the
                Plan shall confer upon a Participant any right to be continued
                in the employment of the Company or any subsidiary, or interfere
                in any way with the right of the Company, or its subsidiaries,
                to terminate the employment relationship at any time.


                Reflects amendments through February 8, 2006 and effects of
                reverse/forward stock split effected as of May 31, 2000.


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