Exhibit 10.8(d)



                        RECKSON SERVICE INDUSTRIES, INC.
                         2000 EMPLOYEE STOCK OPTION PLAN


ARTICLE 1.  GENERAL

         1.1. Purpose. The purpose of the Reckson Service Industries,  Inc. 2000
Employee  Stock  Option  Plan (the  "Plan")  is to  provide  for a broad base of
officers, directors and employees, as defined in Section 1.3, of Reckson Service
Industries,  Inc. (the  "Company"),  and certain of its  Affiliates  (as defined
below) an  equity-based  incentive to maintain and enhance the  performance  and
profitability of the Company.

         1.2.     Administration.

         (a) The Plan shall be administered by the  Compensation  Committee (the
"Committee")  of the Board of  Directors  of the Company  (the  "Board"),  which
Committee  shall  consist  of two or  more  directors,  or by the  Board.  It is
intended that from and after the initial  public  offering of Common Stock,  the
directors appointed to serve on the Committee shall be "non-employee  directors"
(within the meaning of Rule 16b-3 promulgated under the Securities  Exchange Act
of 1934 (the "Act"));  however, the mere fact that a Committee member shall fail
to qualify under this  requirement  shall not  invalidate  any award made by the
Committee  which award is otherwise  validly made under the Plan. The members of
the  Committee  shall be  appointed  by, and may be changed at any time and from
time to time in the discretion of, the Board.

         (b) The  Committee  shall have the authority (i) to exercise all of the
powers granted to it under the Plan,  (ii) to construe,  interpret and implement
the  Plan  and any Plan  agreements  executed  pursuant  to the  Plan,  (iii) to
prescribe,  amend and  rescind  rules  relating  to the  Plan,  (iv) to make any
determination  necessary  or  advisable in  administering  the Plan,  and (v) to
correct any defect,  supply any omission and reconcile any  inconsistency in the
Plan.

         (c) The  determination  of the Committee on all matters relating to the
Plan or any Plan agreement shall be conclusive.

         (d) No  member  of the  Committee  shall be  liable  for any  action or
determination  made  in  good  faith  with  respect  to the  Plan  or any  award
hereunder.

         (e)  Notwithstanding  anything to the contrary  contained  herein,  the
Board may, in its sole discretion, at any time and from time to time, resolve to
administer  the Plan, in which case,  the term Committee as used herein shall be
deemed to mean the Board.

         1.3. Persons Eligible for Awards.  Awards under the Plan may be made to
such officers, directors and other employees ("key personnel") of the Company or
its Affiliates as the Committee  shall from time to time in its sole  discretion
select.

<PAGE>



         1.4.     Types of Awards Under Plan.

         (a) Awards may be made under the Plan in the form of (i) stock  options
("options"),  (ii) restricted stock awards,  and (iii) unrestricted stock awards
in lieu of cash compensation, all as more fully set forth in Articles 2 and 3.

         (b)  Options  granted  under  the Plan  shall be  "nonqualified"  stock
options  ("NQSOs").  Grants of  options  made under the Plan may also be made in
lieu of cash fees otherwise  payable to Directors of the Company or cash bonuses
payable to employees of the Company or any Affiliate.

         1.5.     Shares Available for Awards.

         (a) Subject to Section 4.5  (relating  to  adjustments  upon changes in
capitalization),  as of any date the total number of shares of Common Stock with
respect to which  awards may be granted  under the Plan,  shall equal the excess
(if any) of 2,500,000  shares of Common Stock,  over (i) the number of shares of
Common Stock subject to  outstanding  awards under the Plan,  (ii) the number of
shares in respect of which options have been exercised,  or grants of restricted
or unrestricted  Common Stock have been made pursuant to the Plan, and (iii) the
number of shares issued subject to forfeiture restrictions which have lapsed.

         In  accordance  with  (and  without   limitation  upon)  the  preceding
sentence,  awards may be granted  in respect of the  following  shares of Common
Stock: shares covered by previously-granted awards that have expired, terminated
or been cancelled for any reason whatsoever (other than by reason of exercise or
vesting).

         (b) Shares of Common  Stock that shall be subject to issuance  pursuant
to the Plan shall be authorized and unissued or treasury shares of Common Stock,
or shares of Common Stock  purchased on the open market or from  shareholders of
the Company for such purpose.

         (c) Without  limiting the  generality of the  foregoing,  the Committee
may, with the grantee's consent, cancel any award under the Plan and issue a new
award in substitution  therefor upon such terms as the Committee may in its sole
discretion  determine,  provided  that the  substituted  award shall satisfy all
applicable Plan requirements as of the date such new award is made.

         1.6.     Definitions of Certain Terms.

         (a) The term "Affiliate" as used herein means RSI Fund Management, LLC,
RSVP Holdings,  LLC and Reckson Strategic Venture Partners,  LLC, and any person
or entity as subsequently approved by the Board which, at the time of reference,
directly,  or  indirectly  through  one or  more  intermediaries,  controls,  is
controlled by, or is under common control with, the Company.

         (b) The term  "Cause"  shall mean a finding by the  Committee  that the
recipient  of an award  under the Plan has (i) acted  with gross  negligence  or
willful  misconduct in connection with the performance of his material duties to
the Company or its Affiliates; (ii) defaulted in the performance of his material
duties to the Company or its Affiliates and has not corrected such


                                       2
<PAGE>

action  within 15 days of receipt of written  notice  thereof;  (iii)  willfully
acted against the best interests of the Company or its Affiliates, which act has
had a material and adverse impact on the financial affairs of the Company or its
Affiliates;  or (iv) been  convicted  of a felony or committed a material act of
common law fraud against the Company, its Affiliates or their employees and such
act or  conviction  has, or the  Committee  reasonably  determines  will have, a
material adverse effect on the interests of the Company or its Affiliates.

         (c) The term  "Common  Stock" as used herein means the shares of common
stock of the Company as  constituted  on the effective date of the Plan, and any
other shares into which such common stock shall  thereafter be changed by reason
of a recapitalization, merger, consolidation, split-up, combination, exchange of
shares or the like.

         (d) The "fair market value" (or "FMV") as of any date and in respect of
any share of Common Stock shall be:

                  (i) if the Common  Stock is listed for trading on the New York
                  Stock Exchange,  the closing price, regular way, of the Common
                  Stock as  reported  on the New York Stock  Exchange  Composite
                  Tape,  or if no such  reported  sale of the Common Stock shall
                  have  occurred  on such date,  on the next  preceding  date on
                  which there was such a reported sale; or

                  (ii) if the  Common  Stock is not so  listed  but is listed on
                  another  national   securities   exchange  or  authorized  for
                  quotation on the National  Association  of Securities  Dealers
                  Inc.'s  NASDAQ  National  Market  System  ("NASDAQ/NMS"),  the
                  closing  price,  regular  way,  of the  Common  Stock  on such
                  exchange  or  NASDAQ/NMS,  as the  case may be,  on which  the
                  largest  number of shares of Common  Stock have been traded in
                  the aggregate on the preceding  twenty  trading days, or if no
                  such  reported  sale of the Stock shall have  occurred on such
                  date on such  exchange or  NASDAQ/NMS,  as the case may be, on
                  the preceding  date on which there was such a reported sale on
                  such exchange or NASDAQ/NMS, as the case may be; or

                  (iii) if the  Common  Stock is not  listed  for  trading  on a
                  national  securities  exchange or authorized  for quotation on
                  NASDAQ/NMS, the average of the closing bid and asked prices as
                  reported by the National  Association  of  Securities  Dealers
                  Automated  Quotation  System  ("NASDAQ") or, if no such prices
                  shall  have  been so  reported  for  such  date,  on the  next
                  preceding date for which such prices were so reported; or

                  (iv) if the  Common  Stock  is not  listed  for  trading  on a
                  national  securities  exchange or authorized  for quotation on
                  NASDAQ/NMS or NASDAQ generally, the average of the closing bid
                  and asked prices as reported on the OTC Bulletin  Board or, if
                  no such prices shall have been so reported  for such date,  on
                  the  next  preceding  date  for  which  such  prices  were  so
                  reported.


                                       3
<PAGE>

         1.7.     Agreements Evidencing Awards.

         (a) Options and restricted stock awards granted under the Plan shall be
evidenced by written  agreements.  Any such written agreements shall (i) contain
such provisions not inconsistent with the terms of the Plan as the Committee may
in its sole  discretion  deem  necessary  or  desirable  and (ii) be referred to
herein as "Plan Agreements."

         (b) Each Plan agreement  shall set forth the number of shares of Common
Stock subject to the award granted thereby.

         (c) Each Plan agreement with respect to the granting of an option shall
set forth the amount (the "option exercise price") payable by the grantee to the
Company in connection  with the exercise of the option  evidenced  thereby.  The
option  exercise price per share may be less than,  equal to or greater than the
fair market value of a share of Common Stock on the date the option is granted.

ARTICLE 2.  STOCK OPTIONS

         2.1.     Option Awards.

         (a) Grant of Stock Options. The Committee may grant options to purchase
shares of Common Stock in such amounts and subject to such terms and  conditions
as the  Committee  shall  from  time to time in its sole  discretion  determine,
subject to the terms of the Plan.

         (b) Dividend Equivalent Rights. To the extent expressly provided by the
Committee  at the time of the grant,  each NQSO  granted  under this Section 2.1
shall also generate Dividend Equivalent Rights ("DERs"), which shall entitle the
grantee to receive an  additional  share of Common  Stock for each DER  received
upon the exercise of the NQSO, at no additional  cost,  based on the formula set
forth herein. As of the last business day of each calendar  quarter,  the amount
of  dividends  paid by the Company on each share of Common Stock with respect to
that  quarter  shall be  divided  by the FMV per share to  determine  the actual
number of DERs accruing on each share  subject to the NQSO.  Such amount of DERs
shall be multiplied by the number of shares covered by the NQSO to determine the
number of DERs which accrued during such quarter. The provisions of this Section
2.1(b)  shall not be  amended  more than once  every six  months  other  than to
comport with changes in the Code, the Employee  Retirement  Income  Security Act
("ERISA") or the rules thereunder.

         For example.  Assume that a grantee holds a NQSO to purchase 600 shares
of  Common  Stock.  Further  assume  that the  dividend  per share for the first
quarter was $0.10,  and that the FMV per share on the last  business  day of the
quarter was $20. Therefore, .005 DER would accrue per share for that quarter and
such  grantee  would  receive  three  DERs for that  quarter  (600 X .005).  For
purposes of  determining  how many DERs would accrue during the second  quarter,
the NQSO would be considered to be for 603 shares of Common Stock.


                                       4
<PAGE>

         2.2. Exercisability of Options.  Subject to the other provisions of the
Plan:

         (a)  Exercisability  Determined by Plan Agreement.  Each Plan agreement
shall set forth the period during which and the conditions  subject to which the
option  shall be  exercisable  (including,  but not  limited  to vesting of such
options), as determined by the Committee in its discretion.

         (b) Partial  Exercise  Permitted.  Unless the applicable Plan agreement
otherwise provides,  an option granted under the Plan may be exercised from time
to time as to all or part of the full  number of shares for which such option is
then exercisable,  in which event the DERs relating to the portion of the option
being exercised shall also be exercised.

         (c) Notice of Exercise; Exercise Date.

                  (i) An option shall be  exercisable by the filing of a written
                  notice of exercise with the Company,  on such form and in such
                  manner  as  the  Committee   shall  in  its  sole   discretion
                  prescribe, and by payment in accordance with Section 2.4.

                  (ii) Unless the applicable Plan agreement  otherwise provides,
                  or the Committee in its sole discretion otherwise  determines,
                  the  date of  exercise  of an  option  shall  be the  date the
                  Company receives such written notice of exercise and payment.

         2.3. Limitation on Exercise. Notwithstanding any other provision of the
Plan, no Plan agreement  shall permit an option to be  exercisable  more than 10
years after the date of grant.

         2.4.     Payment of Option Price.

         (a) Tender Due Upon  Notice of  Exercise.  Unless the  applicable  Plan
agreement  otherwise provides or the Committee in its sole discretion  otherwise
determines,  any written notice of exercise of an option shall be accompanied by
payment of the full purchase price for the shares being purchased.

         (b) Manner of Payment.  Payment of the option  exercise  price shall be
made in any combination of the following:

                  (i) by certified or official bank check payable to the Company
                  (or the equivalent thereof acceptable to the Committee);

                  (ii) by personal check (subject to  collection),  which may in
                  the Committee's discretion be deemed conditional;

                  (iii)  with  the  consent  of  the   Committee   in  its  sole
                  discretion,  by  delivery  of  previously  acquired  shares of
                  Common  Stock  owned by the  grantee  for at least six  months
                  having  a fair  market  value  (determined  as of  the  option
                  exercise  date)  equal to the  portion of the option  exercise
                  price being paid  thereby,  provided  that the  Committee  may
                  require   the   grantee  to  furnish  an  opinion  of  counsel
                  acceptable  to the  Committee to the effect that such delivery
                  would not result


                                       5
<PAGE>

                  in the grantee  incurring any liability under Section 16(b) of
                  the Act and  does not  require  any  Consent  (as  defined  in
                  Section 4.2); and

                  (iv) with the consent of the Committee in its sole discretion,
                  by the full  recourse  promissory  note and  agreement  of the
                  grantee  providing  for  payment  with  interest on the unpaid
                  balance  accruing at a rate not less than that needed to avoid
                  the imputation of income under Code Section 7872 and upon such
                  terms  and  conditions   (including  the  security,   if  any,
                  therefor) as the Committee may determine; and

                  (v) by  withholding  shares of Common  Stock  from the  shares
                  otherwise issuable pursuant to the exercise.

         (c) Cashless Exercise. Payment in accordance with Section 2.4(b) may be
deemed to be satisfied,  if and to the extent  provided in the  applicable  Plan
agreement, by delivery to the Company of an assignment of a sufficient amount of
the proceeds from the sale of Common Stock acquired upon exercise to pay for all
of the Common Stock acquired upon exercise and an authorization to the broker or
selling agent to pay that amount to the Company, which sale shall be made at the
grantee's  direction at the time of exercise,  provided  that the  Committee may
require the grantee to furnish an opinion of counsel acceptable to the Committee
to the effect that such delivery  would not result in the grantee  incurring any
liability  under  Section 16 of the Act and does not  require  any  Consent  (as
defined in Section 4.2).

         (d) Issuance of Shares.  As soon as  practicable  after receipt of full
payment, the Company shall, subject to the provisions of Section 4.2, deliver to
the  grantee  one or more  certificates  for  the  shares  of  Common  Stock  so
purchased,  which  certificates  may bear such  legends as the  Company may deem
appropriate  concerning  restrictions  on  the  disposition  of  the  shares  in
accordance with applicable securities laws, rules and regulations or otherwise.

         2.5. Default Rules Concerning Termination of Employment.

         Subject to the other  provisions of the Plan and unless the  applicable
Plan agreement otherwise provides:

         (a) General Rule. All options granted to a grantee shall terminate upon
the  grantee's  termination  of  employment  for any reason except to the extent
post-employment  exercise of the option is  permitted  in  accordance  with this
Section 2.5.

         (b) Termination for Cause.  All unexercised or unvested options granted
to a grantee  shall  terminate  and expire on the day a grantee's  employment is
terminated for Cause.

         (c) Regular Termination;  Leave of Absence. If the grantee's employment
terminates  for any reason other than as provided in subsection  (b), (d) or (f)
of this Section 2.5, any awards  granted to such grantee which were  exercisable
immediately  prior to such  termination of employment may be exercised,  and any
awards subject to vesting may continue to vest, until the earlier of either: (i)
90 days after the grantee's termination of employment and (ii) the date on which
such options  terminate or expire in accordance  with the provisions of the Plan
(other  than  this  Section  2.5)  and the  Plan  agreement;  provided  that the
Committee may, in its sole discretion,


                                       6
<PAGE>

determine  such  other  period  for  exercise  in the  case of a  grantee  whose
employment  terminates  solely  because the grantee's  employer  ceases to be an
Affiliate or the grantee  transfers  employment with the Company's  consent to a
purchaser of a business  disposed of by the Company.  The Committee  may, in its
sole  discretion,   determine  (i)  whether  any  leave  of  absence  (including
short-term  or  long-term  disability  or  medical  leave)  shall  constitute  a
termination of employment for purposes of the Plan and (ii) the effect,  if any,
of any such leave on outstanding awards under the Plan.

         (d)  Retirement.  If a  grantee's  employment  terminates  by reason of
retirement  (i.e.,  the voluntary  termination  of employment by a grantee after
attaining  the age of 55), the options  exercisable  by the grantee  immediately
prior to the grantee's  retirement shall be exercisable by the grantee until the
earlier of (i) 12 months  after the  grantee's  retirement  and (ii) the date on
which such options  terminate or expire in accordance with the provisions of the
Plan (other than this Section 2.5) and the Plan agreement.

         (e) Death After Termination.  If a grantee's  employment  terminates in
the manner  described  in  subsections  (c) or (d) of this  Section  2.5 and the
grantee  dies within the period for exercise  provided for therein,  the options
exercisable  by the grantee  immediately  prior to the grantee's  death shall be
exercisable  by the personal  representative  of the grantee's  estate or by the
person to whom such options pass under the  grantee's  will (or, if  applicable,
pursuant  to the laws of descent and  distribution)  until the earlier of (i) 12
months  after  the  grantee's  death  and (ii) the  date on which  such  options
terminate or expire in accordance  with the provisions of subsections (c) or (d)
of this Section 2.5.

         (f) Death Before  Termination.  If a grantee dies while employed by the
Company or any Affiliate,  all options  granted to the grantee but not exercised
before the death of the  grantee,  whether  or not  exercisable  by the  grantee
before the grantee's death,  shall immediately  become and be exercisable by the
personal  representative  of the grantee's  estate or by the person to whom such
options pass under the grantee's will (or, if  applicable,  pursuant to the laws
of  descent  and  distribution)  until the  earlier  of (i) 12 months  after the
grantee's  death and (ii) the date on which such options  terminate or expire in
accordance with the provisions of the Plan (other than this Section 2.5) and the
Plan agreement.

ARTICLE 3.  RESTRICTED STOCK AND UNRESTRICTED STOCK AWARDS

         3.1.     Restricted Stock Awards.

         (a) Grant of Awards.  The Committee may grant  restricted stock awards,
alone or in tandem with other awards, under the Plan in such amounts and subject
to such terms and  conditions  as the  Committee  shall from time to time in its
sole  discretion  determine;  provided,  however,  that  the  grant  of any such
restricted  stock  awards  may be made  only in  lieu of cash  compensation  and
bonuses.  The vesting of a restricted  stock award granted under the Plan may be
conditioned  upon the  completion of a specified  period of employment  with the
Company or any Affiliate,  upon the attainment of specified  performance  goals,
and/or  upon such other  criteria as the  Committee  may  determine  in its sole
discretion.


                                       7
<PAGE>

         (b) Payment.  Each Plan  agreement  with respect to a restricted  stock
award shall set forth the amount (if any) to be paid by the grantee with respect
to such award. If a grantee makes any payment for a restricted stock award which
does not vest,  appropriate  payment  may be made to the grantee  following  the
forfeiture  of such  award on such terms and  conditions  as the  Committee  may
determine.  The Committee shall have the authority to make or authorize loans to
finance, or to otherwise accommodate the financing of, the acquisition,  vesting
or exercise of a restricted stock award.

         (c) Forfeiture  upon  Termination of Employment.  Unless the applicable
Plan agreement otherwise provides or the Committee otherwise determines,  (i) if
a grantee's employment terminates for any reason (including death) before all of
his restricted stock awards have vested,  such awards shall terminate and expire
upon such termination of employment,  and (ii) in the event any condition to the
vesting of restricted  stock awards is not  satisfied  within the period of time
permitted therefor, such unvested shares shall be returned to the Company.

         (d)  Issuance of Shares.  The  Committee  may provide  that one or more
certificates  representing  restricted  stock awards shall be  registered in the
grantee's name and bear an appropriate  legend  specifying  that such shares are
not transferable and are subject to the terms and conditions of the Plan and the
applicable Plan  agreement,  or that such  certificate or certificates  shall be
held in escrow by the Company on behalf of the grantee until such shares vest or
are forfeited,  all on such terms and conditions as the Committee may determine.
Unless the applicable Plan agreement otherwise provides,  no share of restricted
stock may be assigned,  transferred,  otherwise encumbered or disposed of by the
grantee until such share has vested in accordance  with the terms of such award.
Subject to the  provisions  of Section  4.2,  as soon as  practicable  after any
restricted  stock award shall  vest,  the Company  shall issue or reissue to the
grantee  (or  to the  grantee's  designated  beneficiary  in  the  event  of the
grantee's death) one or more  certificates  for the Common Stock  represented by
such restricted stock award.

         (e) Grantees' Rights Regarding  Restricted Stock. Unless the applicable
Plan agreement otherwise provides:  (i) a grantee may vote and receive dividends
on restricted  stock awarded  under the Plan;  and (ii) any stock  received as a
distribution  with respect to a  restricted  stock award shall be subject to the
same restrictions as such restricted stock.

         3.2. Unrestricted Shares. The Committee may issue stock under the Plan,
alone or in tandem with other awards,  in such amounts and subject to such terms
and conditions as the Committee  shall from time to time in its sole  discretion
determine;  provided,  however,  that the grant of any such  unrestricted  stock
awards may be made only in lieu of cash compensation and bonuses.

ARTICLE 4.  MISCELLANEOUS

         4.1.     Amendment of the Plan; Modification of Awards.

         (a) Plan Amendments.  The Board may, without stockholder  approval,  at
any time and from  time to time  suspend,  discontinue  or amend the Plan in any
respect  whatsoever,  except that (i) no such amendment  shall impair any rights
under any award  theretofore  made  under the Plan  without  the  consent of the
grantee of such award and (ii) except as and to the extent otherwise


                                       8
<PAGE>

permitted by Section 4.5 or 4.11, no such amendment shall cause the Plan to fail
to satisfy  any  applicable  requirement  under Rule 16b-3  without  stockholder
approval.

         (b) Award  Modifications.  Subject to the terms and  conditions  of the
Plan  (including  Section  4.1(a)),  the  Committee may amend  outstanding  Plan
agreements with such grantee, including, without limitation, any amendment which
would  (i)  accelerate  the time or times at which an award  may vest or  become
exercisable  and/or (ii) extend the scheduled  termination or expiration date of
the award,  provided,  however,  that no modification  having a material adverse
effect  upon the  interest  of a grantee in an award  shall be made  without the
consent of such grantee.

         4.2.     Restrictions.

         (a) Consent Requirements.  If the Committee shall at any time determine
that any Consent  (as  hereinafter  defined)  is  necessary  or  desirable  as a
condition of, or in connection  with,  the granting of any award under the Plan,
the acquisition, issuance or purchase of shares or other rights hereunder or the
taking of any  other  action  hereunder  (each  such  action  being  hereinafter
referred to as a "Plan  Action"),  then such Plan Action shall not be taken,  in
whole or in part,  unless and until such  Consent  shall have been  effected  or
obtained  to the  full  satisfaction  of the  Committee.  Without  limiting  the
generality of the foregoing, the Committee shall be entitled to determine not to
make any payment  whatsoever  until  Consent has been given if (i) the Committee
may make any payment under the Plan in cash,  Common Stock or both, and (ii) the
Committee  determines  that Consent is necessary or desirable as a condition of,
or in connection with, payment in any one or more of such forms.

         (b) Consent Defined.  The term "Consent" as used herein with respect to
any Plan Action means (i) any and all listings,  registrations or qualifications
in  respect  thereof  upon any  securities  exchange  or  other  self-regulatory
organization or under any federal, state or local law, rule or regulation,  (ii)
the expiration, elimination or satisfaction of any prohibitions, restrictions or
limitations  under any federal,  state or local law,  rule or  regulation or the
rules of any securities exchange or other  self-regulatory  organization,  (iii)
any and all written  agreements and  representations by the grantee with respect
to the  disposition  of shares,  or with respect to any other matter,  which the
Committee shall deem necessary or desirable to comply with the terms of any such
listing,  registration  or  qualification  or to  obtain an  exemption  from the
requirement  that any such listing,  qualification  or registration be made, and
(iv) any and all consents,  clearances and approvals in respect of a Plan Action
by any  governmental  or other  regulatory  bodies  or any  parties  to any loan
agreements or other contractual obligations of the Company or any Affiliate.

         4.3.  Nontransferability.  Except as may  otherwise be set forth in any
Plan agreement,  (i) no award granted to any grantee under the Plan or under any
Plan agreement  shall be assignable or transferable by the grantee other than by
will or by the laws of descent and distribution, and (ii) during the lifetime of
the grantee,  all rights with respect to any award  granted to the grantee under
the Plan or under any Plan agreement shall be exercisable only by the grantee.


                                       9

<PAGE>

         4.4.     Withholding Taxes.

         (a) Whenever  under the Plan shares of Common Stock are to be delivered
pursuant to an award,  the Committee may require as a condition of delivery that
the grantee remit an amount  sufficient to satisfy all federal,  state and other
governmental  withholding tax requirements related thereto.  Whenever cash is to
be paid under the Plan,  the Company may, as a condition of its payment,  deduct
therefrom,  or from any salary or other  payments due to the grantee,  an amount
sufficient to satisfy all federal, state and other governmental  withholding tax
requirements  related  thereto or to the  delivery of any shares of Common Stock
under the Plan.

         (b) Without limiting the generality of the foregoing, (i) a grantee may
elect  to  satisfy  all or part of the  foregoing  withholding  requirements  by
delivery  of  unrestricted  shares of Common  Stock  owned by the grantee for at
least six months (or such other period as the Committee may determine)  having a
fair market value  (determined  as of the date of such  delivery by the grantee)
equal  to all or  part  of the  amount  to be so  withheld,  provided  that  the
Committee  may  require,  as a condition  of accepting  any such  delivery,  the
grantee to furnish an opinion  of counsel  acceptable  to the  Committee  to the
effect  that  such  delivery  would  not  result in the  grantee  incurring  any
liability under Section 16(b) of the Act, (ii) the Committee may permit any such
delivery  to be made by  withholding  shares of  Common  Stock  from the  shares
otherwise  issuable  pursuant to the award  giving  rise to the tax  withholding
obligation  (in which event the date of  delivery  shall be deemed the date such
award was  exercised),  or (iii) the  Committee  may make or authorize  loans to
finance, or to otherwise accommodate the financing of, the foregoing withholding
requirements.

         4.5.  Adjustments Upon Changes in Capitalization.  If and to the extent
specified  by the  Committee,  the number of shares of Common Stock which may be
issued  pursuant to awards under the Plan,  the maximum  number of options which
may be  granted  to any one  person in any year,  the number of shares of Common
Stock  subject  to  awards,  the option  exercise  price of options  theretofore
granted  under the Plan,  and the  amount  payable by a grantee in respect of an
award, shall be appropriately  adjusted (as the Committee may determine) for any
change in the  number  of issued  shares  of  Common  Stock  resulting  from the
subdivision   or  combination  of  shares  of  Common  Stock  or  other  capital
adjustments,  or the payment of a stock dividend after the effective date of the
Plan, or other change in such shares of Common Stock effected without receipt of
consideration  by the  Company;  provided  that any awards  covering  fractional
shares of Common Stock resulting from any such  adjustment  shall be eliminated.
Adjustments   under  this  Section  shall  be  made  by  the  Committee,   whose
determination  as to what  adjustments  shall be made,  and the extent  thereof,
shall be final, binding and conclusive.

         4.6.  Right of Discharge  Reserved.  Nothing in the Plan or in any Plan
agreement  shall confer upon any person the right to continue in the  employment
of the  Company  or an  Affiliate  or affect any right  which the  Company or an
Affiliate may have to terminate the employment of such person.

         4.7. No Rights as a Stockholder.  No grantee or other person shall have
any of the rights of a stockholder of the Company with respect to shares subject
to an award until the  issuance of a stock  certificate  to him for such shares.
Except as  otherwise  provided in Section 4.5, no  adjustment  shall be made for
dividends, distributions or other rights (whether ordinary or


                                       10
<PAGE>

extraordinary,  and whether in cash, securities or other property) for which the
record date is prior to the date such stock  certificate is issued.  In the case
of a grantee of an award  which has not yet vested,  the grantee  shall have the
rights of a stockholder of the Company if and only to the extent provided in the
applicable Plan agreement.

         4.8.     Nature of Payments.

         (a) Any and all awards or payments hereunder shall be granted,  issued,
delivered or paid, as the case may be, in  consideration  of services  performed
for the Company or for its Affiliates by the grantee.

         (b) No such awards and payments shall be considered  special  incentive
payments to the grantee or, unless  otherwise  determined by the  Committee,  be
taken into account in computing the  grantee's  salary or  compensation  for the
purposes of  determining  any benefits under (i) any pension,  retirement,  life
insurance  or other  benefit  plan of the Company or any  Affiliate  or (ii) any
agreement between the Company or any Affiliate and the grantee.

         (c) By accepting  an award under the Plan,  the grantee  shall  thereby
waive any claim to continued exercisability or vesting of an award or to damages
or severance  entitlement  related to  non-continuation  of the award beyond the
period provided herein or in the applicable Plan agreement,  notwithstanding any
contrary provision in any written employment contract with the grantee,  whether
any such contract is executed before or after the grant date of the award.

         4.9. Non-Uniform  Determinations.  The Committee's determinations under
the Plan need not be uniform and may be made by it selectively among persons who
receive, or are eligible to receive,  awards under the Plan (whether or not such
persons  are  similarly  situated).  Without  limiting  the  generality  of  the
foregoing,  the  Committee  shall  be  entitled,  among  other  things,  to make
non-uniform  and selective  determinations,  and to enter into  non-uniform  and
selective  Plan  agreements,  as to (a) the persons to receive  awards under the
Plan,  (b) the  terms and  provisions  of  awards  under  the Plan,  and (c) the
treatment of leaves of absence pursuant to Section 2.7(c).

         4.10. Other Payments or Awards.  Nothing contained in the Plan shall be
deemed  in any way to  limit or  restrict  the  Company,  any  Affiliate  or the
Committee  from making any award or payment to any person  under any other plan,
arrangement or understanding, whether now existing or hereafter in effect.

         4.11.     Reorganization.

         (a) In the  event  that the  Company  is merged  or  consolidated  with
another  corporation  and,  whether or not the  Company  shall be the  surviving
corporation,  there shall be any change in the shares of Common  Stock by reason
of such merger or  consolidation,  or in the event that all or substantially all
of the assets of the Company are acquired by another person,  or in the event of
a  reorganization   or  liquidation  of  the  Company  (each  such  event  being
hereinafter  referred to as a  "Reorganization  Event") or in the event that the
Board shall propose that the Company enter into a Reorganization Event, then the
Committee may in its  discretion,  by written notice to a grantee,  provide that
his options will be terminated  unless  exercised within 30 days (or such longer
period as the Committee shall determine in its sole  discretion)  after the date
of such notice; provided


                                       11
<PAGE>

that if, and to the extent that, the Committee takes such action with respect to
the grantee's  options not yet exercisable,  the Committee shall also accelerate
the dates upon which such options shall be  exercisable.  The Committee also may
in its discretion by written notice to a grantee provide that all or some of the
restrictions  on any  of the  grantee's  awards  may  lapse  in the  event  of a
Reorganization  Event  upon  such  terms and  conditions  as the  Committee  may
determine.

         (b) Whenever deemed appropriate by the Committee,  the actions referred
to in Section  4.11(a)  may be made  conditional  upon the  consummation  of the
applicable Reorganization Event.

         4.12.  Section Headings.  The section headings contained herein are for
the  purposes of  convenience  only and are not  intended to define or limit the
contents of said sections.

         4.13.    Effective Date and Term of Plan.

         (a) The Plan has been  adopted and shall be effective as of January 19,
2000.

         (b) The Plan shall  terminate  as of January  19,  2010,  and no awards
shall  thereafter be made under the Plan.  Notwithstanding  the  foregoing,  all
awards made under the Plan prior to such termination date shall remain in effect
until such awards have been satisfied or terminated in accordance with the terms
and provisions of the Plan and the applicable Plan agreement.

         4.14.  Governing  Law.  The Plan shall be  governed  by the laws of the
State of New York  applicable  to agreements  made and to be performed  entirely
within such state.


                                       12