LOGIO, Inc. 2000 EQUITY INCENTIVE PLAN
                    As Adopted and Effective April 18, 2000)


I. INTRODUCTION.

         The Plan,  as set forth herein,  shall become  effective on the date of
its adoption by the Board of Directors, subject to the approval of the Company's
stockholders. In the event that the stockholders fail to approve the Plan within
12 months after its adoption by the Board of Directors, any grants of Options or
sales or awards of Shares that have already occurred shall be rescinded,  and no
additional grants,  sales or awards shall be made thereafter under the Plan. The
purpose of the Plan is to promote the  long-term  success of the Company and the
creation  of  stockholder  value  by  (a)  encouraging  Employees,   Independent
Directors  and  Consultants  to focus on  critical  long-range  objectives,  (b)
encouraging the attraction and retention of Employees, Independent Directors and
Consultants  with  exceptional   qualifications   and  (c)  linking   Employees,
Independent  Directors and Consultants directly to stockholder interests through
increased stock  ownership.  The Plan seeks to achieve this purpose by providing
for Awards in the form of  Restricted  Shares,  Options  (which  may  constitute
incentive  stock options or  nonstatutory  stock options) or stock  appreciation
rights.  The Plan shall be governed by, and  construed in accordance  with,  the
laws of the State of Utah,  without  giving  effect to any choice or conflict of
law,  rule or  provision  (whether  of the State of Utah or other  jurisdiction)
which would cause the  application  of any law,  rule,  provision or  regulation
other than of the State of Utah.

2. ADMINISTRATION.

         2.1 COMMITTEE COMPOSITION.

                  The Plan shall be administered by the Committee. The Committee
shall consist  exclusively of three or more directors of the Company,  who shall
be appointed by the Board.  In addition,  the composition of the Committee shall
satisfy:  (a) such  requirements  as the Securities and Exchange  Commission may
establish  for  administrators  acting  under  plans  intended  to  qualify  for
exemption  under Rule 16b-3 (or its  successor)  under the Exchange Act; and (b)
such  requirements as the Internal Revenue Service may establish for independent
directors  acting under plans  intended to qualify for  exemption  under section
162(m)(4)(C) of the Code.

         2.2 COMMITTEE RESPONSIBILITIES.

                  The  Committee  shall (a)  select the  Employees,  Independent
Directors  and  Consultants  who are to  receive  Awards  under  the  Plan,  (b)
determine  the  type,  number,  vesting  requirements  and  other  features  and
conditions  of such  Awards,  (c)  interpret  the Plan  and (d)  make all  other
decisions  relating to the  operation of the Plan.  The Committee may adopt such
rules  or  guidelines  as it  deems  appropriate  to  implement  the  Plan.  The
Committee's  determinations  under the Plan  shall be final and  binding  on all
persons.

         2.3 COMMITTEE FOR NON-OFFICER GRANTS.

                  The Board may also appoint a secondary committee of the Board,
which  shall be composed  of one or more  directors  of the Company who need not
satisfy the requirements of Section 2.1. Such secondary committee may administer
the Plan with  respect  to  Employees  and  Consultants  who are not  considered
officers or directors of the Company  under  section 16 of the Exchange Act, may
grant Awards under the Plan to such Employees and  Consultants and may determine
all  features and  conditions  of such Awards.  Within the  limitations  of this
Section  2.3,  any  reference in the Plan to the  Committee  shall  include such
secondary committee.

3. SHARES AVAILABLE FOR GRANTS.

         3.1. BASIC LIMITATION.

                  Common  Shares  issued  pursuant to the Plan may be authorized
but unissued shares or treasury shares.  The aggregate number of Options,  SARs,
Stock Units and  Restricted  Shares  awarded under the Plan shall not exceed (a)
2,500,000 plus (b) the additional  Common Shares described in Sections 3.2, 3.3,
and 3.4. The limitations of this Section 3.1 and Section 3.2 shall be subject to
adjustment pursuant to Section 10.

         3.2. ANNUAL INCREASE IN SHARES.

                  As of January 1 of each year,  commencing  with the year 2001,
the aggregate number of Options, SARs, and Restricted Shares that may be awarded
under the Plan shall  automatically  increase by a number equal to the lesser of
(a) 5% of the total number of Common Shares then outstanding or (b) 500,000.

         3.3. ADDITIONAL SHARES.

                  If Restricted Shares or Common Shares issued upon the exercise
of Options are forfeited,  then such Common Shares shall again become  available
for Awards under the Plan. If Options or SARs are forfeited or terminate for any
other reason before being exercised,  then the corresponding Common Shares shall
again become  available for Awards under the Plan. If SARs are  exercised,  then
only the number of Common Shares (if any) actually  issued in settlement of such
SARs shall reduce the number  available  under Section 3.1 and the balance shall
again become available for Awards under the Plan. The foregoing notwithstanding,
the aggregate number of Common Shares that may be issued under the Plan upon the
exercise of ISOs shall not be increased when  Restricted  Shares or other Common
Shares are forfeited.

         3.4. UNISSUED SHARES UNDER PRIOR PLAN.

                  Any Common Shares  available  for issuance  under the terms of
the Company's  prior stock option  plans,  if any (the "Prior Plan") may, in the
Committee's discretion,  be made available for Awards under the Plan (except for
Awards that are ISOs), provided that the number of Common Shares available under
the Prior Plan is correspondingly reduced.

         3.5. DIVIDEND EQUIVALENTS.

                  Any dividend equivalents paid or credited under the Plan shall
not be  applied  against  the  number  of  Restricted  Shares,  Options  or SARs
available for Awards.

4. ELIGIBILITY.

         4.1. INCENTIVE STOCK OPTIONS.

                  Only Employees who are common-law  employees of the Company, a
Parent or a Subsidiary shall be eligible for the grant of ISOs. In addition,  an
Employee  who owns  more  than 10% of the  total  combined  voting  power of all
classes  of  outstanding  stock  of  the  Company  or  any  of  its  Parents  or
Subsidiaries  shall  not  be  eligible  for  the  grant  of an  ISO  unless  the
requirements  set forth in section  422(c)(5) of the Code are satisfied.  Unless
otherwise  provided in the Stock Option  Agreement,  the first $100,000 worth of
optioned shares that are part of an option grant and can first be exercised in a
given year shall be considered ISOs, and the remainder shall be considered NSOs.
In  determining  stock  ownership of an Employee for any purpose under the Plan,
the rules of Section 424(d) of the Code shall be applied,  and the Committee may
rely on representations of fact made to it by the employee and believed by it to
be true.

         4.2. OTHER GRANTS.

                  Only Employees, Independent Directors and Consultants shall be
eligible for the grant of Restricted Shares, NSOs or SARs.

5. OPTIONS.

         5.1. STOCK OPTION AGREEMENT.

                  Each grant of an Option under the Plan shall be evidenced by a
Stock Option Agreement  between the Optionee and the Company.  Such Option shall
be subject to all  applicable  terms of the Plan and may be subject to any other
terms that are not inconsistent  with the Plan. The Stock Option Agreement shall
specify  whether the Option is an ISO or an NSO. The  provisions  of the various
Stock  Option  Agreements  entered  into  under the Plan need not be  identical.
Options may be granted in  consideration  of a reduction in the Optionee's other
compensation.

         5.2. NUMBER OF SHARES.

                  Each Stock Option Agreement shall specify the number of Common
Shares subject to the Option and shall provide for the adjustment of such number
in  accordance  with  Section 10.  Options  granted to any  Optionee in a single
fiscal  year of the Company  shall not cover more than  250,000  Common  Shares,
except that Options  granted to a new Employee in the fiscal year of the Company
in which his or her service as an Employee first  commences shall not cover more
than 500,000 Common Shares.  The limitations set forth in the preceding sentence
shall be subject to adjustment in accordance with Section 10.

         5.3. EXERCISE PRICE.

                  Each Stock Option  Agreement shall specify the Exercise Price;
provided  that the  Exercise  Price  under an ISO shall in no event be less than
100% of the Fair Market Value of a Common Share on the date of the grant.

         5.4. EXERCISABILITY AND TERM.

                  Each Stock Option  Agreement  shall  specify the date or event
when all or any  installment of the Option is to become  exercisable.  The Stock
Option  Agreement  shall also specify the term of the Option;  provided that the
term of an ISO shall in no event exceed 10 years from the date of grant. A Stock
Option Agreement may provide for accelerated  exercisability in the event of the
Optionee's  death,  disability or retirement or other events and may provide for
expiration  prior to the end of its term in the event of the  termination of the
Optionee's service. A Stock Option Agreement may provide for early exercise upon
the  condition  that the Common Shares issued upon exercise be made subject to a
Restricted Stock Agreement with vesting and other  restrictions.  Options may be
awarded in combination with SARs, and such an Award may provide that the Options
will not be exercisable unless the related SARs are forfeited.

         5.5. MODIFICATION OR ASSUMPTION OF OPTIONS.

                  Within the  limitations of the Plan, the Committee may modify,
extend  or  assume  outstanding  options  or  may  accept  the  cancellation  of
outstanding  options  (whether  granted by the Company or by another  issuer) in
return for the grant of new options for the same or a different number of shares
and at the same or a different exercise price. The foregoing notwithstanding, no
modification of an Option shall,  without the consent of the Optionee,  alter or
impair his or her rights or obligations under such Option.

6. PAYMENT FOR OPTION SHARES.

         6.1. GENERAL RULE.

                  The  entire  Exercise  Price  of  Common  Shares  issued  upon
exercise  of Options  shall be payable in cash or cash  equivalents  at the time
when such Common Shares are purchased,  except as follows: (a) in the case of an
ISO granted  under the Plan,  payment shall be made only pursuant to the express
provisions  of the  applicable  Stock  Option  Agreement,  but the Stock  Option
Agreement may specify that payment may be made in any form(s)  described in this
Section 6; or (b) in the case of an NSO,  the  Committee  may at any time accept
payment in any form(s) described in this Section 6.

         6.2. SURRENDER OF STOCK.

                  To the extent that this Section 6.2 is applicable,  all or any
part of the  Exercise  Price may be paid by  surrendering,  or  attesting to the
ownership of, Common Shares that are already owned by the Optionee.  Such Common
Shares  shall be  valued  at their  Fair  Market  Value on the date when the new
Common Shares are purchased under the Plan.  Unless  otherwise  permitted by the
Committee,  the Optionee  shall not  surrender,  or attest to the  ownership of,
Common  Shares in payment of the  Exercise  Price if such action would cause the
Company to recognize  compensation expense (or additional  compensation expense)
with respect to the Option for financial reporting purposes

         6.3. EXERCISE / SALE.

                  To the extent that this Section 6.3 is applicable,  all or any
part of the Exercise Price and any  withholding  taxes may be paid by delivering
(on a form  prescribed by the Company) an irrevocable  direction to a securities
broker  approved by the Company to sell all or part of the Common  Shares  being
purchased under the Plan and to deliver all or part of the sales proceeds to the
Company.

         6.4. EXERCISE / PLEDGE.

                  To the extent that this Section 6.4 is applicable,  all or any
part of the Exercise Price and any  withholding  taxes may be paid by delivering
(on a form prescribed by the Company) an irrevocable  direction to pledge all or
part of the Common Shares being purchased under the Plan to a securities  broker
or lender approved by the Company, as security for a loan, and to deliver all or
part of the loan proceeds to the Company.

         6.5. PROMISSORY NOTE.

                  To the extent that this Section 6.5 is applicable,  all or any
part of the Exercise Price and any  withholding  taxes may be paid by delivering
(on a form prescribed by the Company) a full-recourse promissory note.

         6.6. OTHER FORMS OF PAYMENT

                  To the extent that this Section 6.6 is applicable,  all or any
part of the Exercise  Price and any  withholding  taxes may be paid in any other
form that is consistent with applicable laws, regulations and rules.

7. AUTOMATIC OPTION GRANTS TO INDEPENDENT DIRECTORS.

         7.1. INITIAL GRANTS.

                  Each  Independent  Director who first  becomes a member of the
Board after the Effective Date shall receive a one-time grant of an NSO covering
10,000 Common Shares (subject to adjustment under Section 11). Such NSO shall be
granted on the date when such Independent  Director first joins the Board.  Such
NSO shares shall  become  exercisable  as follows:  25% of such NSO shares shall
become  exercisable upon the completion of 12 months of service from the date of
grant and 1/48 of the total number of such NSO shares  shall become  exercisable
upon the  completion  of each of the next 36 months of service.  An  Independent
Director  who  previously  was an Employee  shall not receive a grant under this
Section 7.1.

         7.2. ANNUAL GRANTS.

                  Upon the  conclusion  of each  regular  annual  meeting of the
Company's  stockholders  held in the year 2000 or thereafter,  each  Independent
Director who will  continue  serving as a member of the Board  thereafter  shall
receive an NSO covering 5,000 Common Shares (subject to adjustment under Section
11), except that such NSO shall not be granted in the calendar year in which the
same  Independent  Director  received the NSO  described  in Section  7.1.  NSOs
granted  under this  Section 7.2 shall become  exercisable  in full on the first
anniversary of the date of grant. An Independent  Director who previously was an
Employee shall be eligible to receive grants under this Section 7.2.

         7.3. ACCELERATED EXERCISABILITY.

                  All NSOs granted to an Independent Director under this Section
7 shall also become  exercisable in full in the event of: (a) the termination of
such  Independent  Director's  service  because  of death,  total and  permanent
disability  or  retirement  at or after age 65; or (b) a Change in Control  with
respect to the Company,  except as provided in the next following  sentence.  If
the  Company  and the other party to the  transaction  constituting  a Change in
Control agree that such transaction is to be treated as a "pooling of interests"
for financial reporting purposes, and if such transaction in fact is so treated,
then the acceleration of  exercisability  shall not occur to the extent that the
Company's independent accountants and such other party's independent accountants
separately determine in good faith that such acceleration would preclude the use
of "pooling of interests" accounting.

         7.4. EXERCISE PRICE.

                  The Exercise  Price under all NSOs  granted to an  Independent
Director under this Section 7 shall be equal to 100% of the Fair Market Value of
a Common  Share on the date of grant,  payable in one of the forms  described in
Sections 6.1, 6.2, 6.3 and 6.4.

         7.5. TERM.

                  All NSOs granted to an Independent Director under this Section
7 shall  terminate  on the earliest of (a) the 10th  anniversary  of the date of
grant  or (b) the date 12  months  after  the  termination  of such  Independent
Director's service for any reason.

         7.6. AFFILIATES OF INDEPENDENT DIRECTORS.

                  The Committee may provide that the NSOs that  otherwise  would
be granted to an  Independent  Director  under this  Section 7 shall  instead be
granted to an affiliate of such Independent Director.  Such affiliate shall then
be deemed to be an Independent  Director for purposes of the Plan, provided that
the service-related  vesting and termination  provisions  pertaining to the NSOs
shall be applied with regard to the service of the Independent Director.

8. STOCK APPRECIATION RIGHTS.

         8.1. SAR AGREEMENT.

                  Each grant of SAR under the Plan shall be  evidenced  by a SAR
Agreement between the Optionee and the Company. Such SAR shall be subject to all
applicable  terms of the Plan and may be subject to any other terms that are not
inconsistent with the Plan. The provisions of the various SAR Agreements entered
into under the Plan need not be identical.  SARs may be granted in consideration
of a reduction in the Optionee's other compensation.

         8.2. NUMBER OF SHARES.

                  Each SAR  Agreement  shall specify the number of Common Shares
to which the SAR pertains and shall provide for the adjustment of such number in
accordance with Section 10. SARs granted to any Optionee in a single fiscal year
shall in no event pertain to more than 250,000 Common  Shares,  except that SARs
granted to a new  Employee in the fiscal year of the Company in which his or her
service as an Employee  first  commences  shall not pertain to more than 500,000
Common  Shares.  The  limitations  set forth in the preceding  sentence shall be
subject to adjustment in accordance with Section 10.

         8.3. EXERCISE PRICE.

                  Each SAR  Agreement  shall specify the Exercise  Price.  A SAR
Agreement  may  specify an  Exercise  Price  that  varies in  accordance  with a
predetermined formula while the SAR is outstanding.

         8.4. EXERCISABILITY AND TERM.

                  Each SAR  Agreement  shall  specify  the date  when all or any
installment of the SAR is to become  exercisable.  The SAR Agreement  shall also
specify  the  term of the SAR.  A SAR  Agreement  may  provide  for  accelerated
exercisability in the event of the Optionee's death, disability or retirement or
other events and may provide for expiration  prior to the end of its term in the
event of the  termination  of the  Optionee's  service.  SARs may be  awarded in
combination  with Options,  and such an Award may provide that the SARs will not
be exercisable unless the related Options are forfeited.  An SAR may be included
in an ISO only at the time of grant but may be included in an NSO at the time of
grant or  thereafter.  An SAR granted under the Plan may provide that it will be
exercisable only in the event of a Change in Control.

         8.5. EXERCISE OF SARS.

                  Upon  exercise of an SAR, the  Optionee (or any person  having
the right to exercise  the SAR after his or her death)  shall  receive  from the
Company (a) Common  Shares,  (b) cash or (c) a combination  of Common Shares and
cash,  as the  Committee  shall  determine.  The amount of cash  and/or the Fair
Market  Value of Common  Shares  received  upon  exercise of SARs shall,  in the
aggregate, be equal to the amount by which the Fair Market Value (on the date of
surrender) of the Common Shares subject to the SARs exceeds the Exercise  Price.
If, on the date when an SAR expires,  the Exercise  Price under such SAR is less
than the Fair Market Value on such date but any portion of such SAR has not been
exercised  or  surrendered,  then such SAR shall  automatically  be deemed to be
exercised as of such date with respect to such portion.

         8.6. MODIFICATION OR ASSUMPTION OF SARS.

                  Within the  limitations of the Plan, the Committee may modify,
extend or assume  outstanding SARs or may accept the cancellation of outstanding
SARs  (whether  granted by the  Company or by another  issuer) in return for the
grant of new SARs for the same or a  different  number of shares and at the same
or a different exercise price. The foregoing notwithstanding, no modification of
an SAR shall,  without the consent of the  Optionee,  alter or impair his or her
rights or obligations under such SAR.

9. RESTRICTED SHARES.

         9.1. RESTRICTED STOCK AGREEMENT.

                  Each  grant of  Restricted  Shares  under  the  Plan  shall be
evidenced by a Restricted Stock Agreement between the recipient and the Company.
Such Restricted  Shares shall be subject to all applicable terms of the Plan and
may be subject to any other terms that are not  inconsistent  with the Plan. The
provisions of the various  Restricted  Stock  Agreements  entered into under the
Plan need not be identical.

         9.2. PAYMENT FOR AWARDS.

                  Subject to the following  sentence,  Restricted  Shares may be
sold or  awarded  under the Plan for such  consideration  as the  Committee  may
determine, including (without limitation) cash, cash equivalents,  full-recourse
promissory notes, future services and past services. To the extent that an Award
consists of newly issued  Restricted  Shares,  the  consideration  shall consist
exclusively of cash, cash  equivalents or past services  rendered to the Company
(or a Parent or  Subsidiary)  or,  for the  amount in excess of the par value of
such newly issued  Restricted  Shares,  full-recourse  promissory  notes, as the
Committee may determine.

         9.3. VESTING CONDITIONS.

                  Each Award of  Restricted  Shares may or may not be subject to
vesting.  Vesting shall occur, in full or in installments,  upon satisfaction of
the conditions  specified in the Restricted Stock Agreement.  A Restricted Stock
Agreement may provide for accelerated  vesting in the event of the Participant's
death, disability or retirement or other events.

         9.4. VOTING AND DIVIDEND RIGHTS.

                  The holders of Restricted  Shares awarded under the Plan shall
have  the  same  voting,  dividend  and  other  rights  as the  Company's  other
stockholders.  A  Restricted  Stock  Agreement,  however,  may require  that the
holders of Restricted  Shares invest any cash  dividends  received in additional
Restricted  Shares.  Such additional  Restricted  Shares shall be subject to the
same  conditions  and  restrictions  as the  Award  with  respect  to which  the
dividends were paid.

10. PROTECTION AGAINST DILUTION.

         10.1. ADJUSTMENTS.

                  In  the  event  of a  subdivision  of the  outstanding  Common
Shares, a declaration of a dividend payable in Common Shares, a declaration of a
dividend  payable  in a form other than  Common  Shares in an amount  that has a
material effect on the price of Common Shares, a combination or consolidation of
the outstanding Common Shares (by reclassification,  reverse split or otherwise)
into a lesser  number of Common  Shares,  a  recapitalization,  a spin-off  or a
similar occurrence,  the Committee shall make appropriate  adjustments in one or
more of: (a) The number of Options,  SARs and  Restricted  Shares  available for
future Awards under Section 3; (b) the limitations set forth in Sections 5.2 and
8.2; (c) the number of NSOs to be granted to Independent Directors under Section
7; (d) the number of Common Shares covered by each  outstanding  Option and SAR;
or (e) the  Exercise  Price  under each  outstanding  Option and SAR.  Except as
provided in this Section 10, a Participant shall have no rights by reason of any
issue by the Company of stock of any class or securities  convertible into stock
of any class,  any subdivision or consolidation of shares of stock of any class,
the  payment of any stock  dividend  or any other  increase  or  decrease in the
number of shares of stock of any class.

         10.2. DISSOLUTION OR LIQUIDATION.

                  To the extent not  previously  exercised or settled,  Options,
SARs and Stock Units shall  terminate  immediately  prior to the  dissolution or
liquidation of the Company.

         10.3. REORGANIZATIONS.

                  In the event that the  Company is a party to a merger or other
reorganization,  outstanding  Awards shall be subject to the agreement of merger
or reorganization.  Such agreement shall provide for (a) the continuation of the
outstanding  Awards by the Company,  if the Company is a surviving  corporation,
(b) the assumption of the outstanding Awards by the surviving corporation or its
parent or subsidiary,  (c) the substitution by the surviving  corporation or its
parent or  subsidiary  of its own awards for the  outstanding  Awards,  (d) full
exercisability  and/or  vesting and  accelerated  expiration of the  outstanding
Awards or (e) settlement of the full value of the outstanding  Awards in cash or
cash equivalents followed by cancellation of such Awards.

11. CHANGE IN CONTROL.

         Unless  the   applicable   agreement   evidencing  the  Award  provides
otherwise, in the event of any Change in Control, the vesting and exercisability
of each outstanding Award shall automatically accelerate so that each such Award
shall,  immediately prior to the effective date of the Change in Control, become
fully exercisable for all of the Common Shares at the time subject to such Award
and may be  exercised  for any or all of those  shares  as  fully-vested  Common
Shares.   Notwithstanding   the   foregoing,   acceleration   of   vesting   and
exercisability  shall not occur upon a Change in Control  only to the  following
extent and under the following circumstances:

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

     (b) The Committee  makes a reasonable,  good faith  determination  that the
         Award will  remain  outstanding,  or will be  assumed by the  surviving
         corporation (or parent or subsidiary  thereof),  or will be substituted
         with an  award  with  substantially  the same  terms  by the  surviving
         corporation (or parent or subsidiary thereof); and

     (c) The  Committee  may,  in its  discretion,  provide in the Stock  Option
         Agreement  that,  to  the  extent  that  acceleration  of  vesting  and
         exercisability  does not occur  upon the event of any Change in Control
         because of the  application of Sections 11(a) or (b), in the event that
         a recipient of an Award experiences an Involuntary  Termination  within
         twelve (12) months  following  such Change in Control,  the vesting and
         exercisability  of each outstanding  Award held by such recipient shall
         automatically  accelerate,  as if the  recipient of the Award  provided
         another  six  (6)  months  of  service   following   such   Involuntary
         Termination.  Absent a specific reference in the Stock Option Agreement
         and/or the associated  Notice of Option,  the acceleration  provided in
         this Section 11(c) shall not be applicable.

12. DEFERRAL OF AWARDS.

         The  Committee  (in its  sole  discretion)  may  permit  or  require  a
Participant to: (a) have cash that otherwise  would be paid to such  Participant
as a result  of the  exercise  of an SAR  credited  to a  deferred  compensation
account  established  for such  Participant  by the Committee as an entry on the
Company's  books;  (b) have Common Shares that  otherwise  would be delivered to
such  Participant  as a result of the  exercise of an Option or SAR; or (c) have
Common Shares that otherwise would be delivered to such  Participant as a result
of the  exercise  of an Option  or SAR  converted  into  amounts  credited  to a
deferred  compensation account established for such Participant by the Committee
as an entry  on the  Company's  books.  Such  amounts  shall  be  determined  by
reference  to the Fair Market  Value of such  Common  Shares as of the date when
they  otherwise  would  have been  delivered  to such  Participant.  A  deferred
compensation  account  established  under this  Section 12 may be credited  with
interest or other forms of investment return, as determined by the Committee.  A
Participant  for whom such an account is established  shall have no rights other
than those of a general creditor of the Company. Such an account shall represent
an unfunded and unsecured  obligation of the Company and shall be subject to the
terms and conditions of the applicable  agreement  between such  Participant and
the Company.  If the deferral or  conversion of Awards is permitted or required,
the Committee (in its sole discretion) may establish rules, procedures and forms
pertaining to such Awards,  including  (without  limitation)  the  settlement of
deferred compensation accounts established under this Section 12.

13. AWARDS UNDER OTHER PLANS.

         The Company may grant awards under other plans or programs. Such awards
may be settled in the form of Common Shares issued under this Plan.  Such Common
Shares  shall be treated  for all  purposes  under the Plan like  Common  Shares
issued in settlement of an Option and shall,  when issued,  reduce the number of
Common Shares available under Section 3.

14. PAYMENT OF DIRECTOR'S FEES IN SECURITIES.

        14.1. EFFECTIVE DATE.

                  No provision of this Section 14 shall be effective  unless and
until the Board has determined to implement such provision.

         14.2. ELECTIONS TO RECEIVE NSOS, RESTRICTED SHARES

                  An Independent Director may elect to receive his or her annual
retainer  payments  and/or  meeting  fees from the  Company in the form of cash,
NSOs, or Restricted Shares or a combination thereof, as determined by the Board.
Such NSOs and Restricted  Shares and Stock Units shall be issued under the Plan.
An  election  under  this  Section  15 shall be filed  with the  Company  on the
prescribed form.

         14.3. NUMBER AND TERMS OF NSOS, RESTRICTED SHARES

                  The  number  of NSOs or  Restricted  Shares to be  granted  to
Independent  Directors in lieu of annual  retainers  and meeting fees that would
otherwise  be paid in cash shall be  calculated  in a manner  determined  by the
Board.  The terms of such NSOs or Restricted  Shares shall also be determined by
the Board.

15. LIMITATION ON RIGHTS.

         15.1. RETENTION RIGHTS.

                  Neither the Plan nor any Award granted under the Plan shall be
deemed  to give  any  individual  a right to  remain  an  Employee,  Independent
Director or Consultant. The Company and its Parents, Subsidiaries and Affiliates
reserve the right to terminate the service of any Employee, Independent Director
or Consultant at any time,  with or without cause,  subject to applicable  laws,
the Company's  certificate of incorporation and by-laws and a written employment
agreement (if any).

         15.2. STOCKHOLDERS' RIGHTS.

                  A Participant shall have no dividend rights,  voting rights or
other rights as a stockholder  with respect to any Common Shares  covered by his
or her Award prior to the time when a stock  certificate  for such Common Shares
is issued or, if applicable, the time when he or she becomes entitled to receive
such Common  Shares by filing any  required  notice of  exercise  and paying any
required Exercise Price. No adjustment shall be made for cash dividends or other
rights for which the  record  date is prior to such  time,  except as  expressly
provided in the Plan.

         15.3. REGULATORY REQUIREMENTS.

                  Any  other   provision  of  the  Plan   notwithstanding,   the
obligation of the Company to issue Common Shares under the Plan shall be subject
to  all  applicable  laws,  rules  and  regulations  and  such  approval  by any
regulatory body as may be required.  The Company reserves the right to restrict,
in whole or in part,  the delivery of Common Shares  pursuant to any Award prior
to the satisfaction of all legal  requirements  relating to the issuance of such
Common  Shares,  to  their  registration,  qualification  or  listing  or  to an
exemption from registration, qualification or listing.

         15.4. COMPANY RIGHT OF FIRST REFUSAL.

                  Any  Award  granted  under the Plan  may,  in the  Committee's
discretion,  include a condition  that the Common Shares issued  pursuant to the
Award be  subject  to a right of first  refusal  in favor of the  Company in the
event of any subsequently proposed transfer of such shares.

         15.5. MARKET STANDOFF AGREEMENT.

                  In  connection  with  any  public  offering  of the  Company's
securities  and upon request of the Company or the  underwriters  managing  such
underwritten offering of the Company's  securities,  each Participant agrees not
to sell, make any short sale of, loan,  grant any option for the purchase of, or
otherwise  dispose of any Common Shares or Options (other than those included in
the  registration)  without  the prior  written  consent of the  Company or such
underwriters,  as the case may be,  for such  period of time (not to exceed  one
hundred eighty (180) days) from the effective date of such  registration  as may
be  requested  by the Company or such  managing  underwriters  and to execute an
agreement  reflecting the foregoing as may be requested by the  underwriters  at
the time of the Company's public offering.

16. WITHHOLDING TAXES.

         16.1. GENERAL.

                  To the extent required by applicable federal,  state, local or
foreign  law, a  Participant  or his or her  successor  shall make  arrangements
satisfactory  to  the  Company  for  the  satisfaction  of any  withholding  tax
obligations  that arise in  connection  with the Plan.  The Company shall not be
required  to issue any  Common  Shares or make any cash  payment  under the Plan
until such obligations are satisfied.

         16.2. SHARE WITHHOLDING.

                  The Committee may permit a Participant  to satisfy all or part
of his or her  withholding  or income  tax  obligations  by having  the  Company
withhold all or a portion of any Common Shares that otherwise would be issued to
him or her or by  surrendering  all or a portion of any Common Shares that he or
she previously acquired. Such Common Shares shall be valued at their Fair Market
Value on the date when they are withheld or surrendered.

17. FUTURE OF THE PLAN.

         17.1.  TERM OF THE PLAN.

                  The Plan, as set forth herein,  shall become  effective on the
Effective  Date.  The Plan shall remain in effect until it is  terminated  under
Section  17.2,  except  that no ISOs  shall  be  granted  on or  after  the 10th
anniversary  of the later of (a) the date when the Board adopted the Plan or (b)
the date when the Board adopted the most recent increase in the number of Common
Shares   available   under  Section  3  which  was  approved  by  the  Company's
stockholders.

         17.2. AMENDMENT OR TERMINATION.

                  The  Board  may,  at any  time  and for any  reason,  amend or
terminate the Plan. An amendment of the Plan shall be subject to the approval of
the  Company's  stockholders  only to the extent  required by  applicable  laws,
regulations  or  rules.  No Awards  shall be  granted  under the Plan  after the
termination  thereof.  The  termination  of the Plan, or any amendment  thereof,
shall not affect any Award previously granted under the Plan.

18. LIMITATION ON PAYMENTS.

         18.1. SCOPE OF LIMITATION.

                  This  Section  18 shall  apply to an  Award  only if:  (a) the
income tax  professionals  most  recently  selected  by the Board (the  "CPA's")
determine that the after-tax value of such Award to the Participant, taking into
account the effect of all  federal,  state and local  income  taxes,  employment
taxes and excise taxes  applicable to the Participant  (including the excise tax
under section 4999 of the Code),  will be greater after the  application of this
Section 18 than it was before the  application  of this  Section  18; or (b) the
Committee,  at the  time of  making  an  Award  under  the  Plan or at any  time
thereafter,  specifies  in  writing  that such  Award  shall be  subject to this
Section 18 (regardless of the after-tax value of such Award to the Participant).
If this  Section  18  applies  to an  Award,  it shall  supersede  any  contrary
provision  of the Plan or of any  Award  granted  under  the Plan  except to the
extent that an Award specifically refers to, and overrides, this Section 18.

         18.2. BASIC RULE.

                  In the event  that the CPA's  determine  that any  payment  or
transfer by the Company under the Plan to or for the benefit of a Participant (a
"Payment") would be nondeductible by the Company for federal income tax purposes
because of the provisions concerning "excess parachute payments" in section 280G
of the Code,  then the aggregate  present value of all Payments shall be reduced
(but not below zero) to the Reduced Amount. For purposes of this Section 18, the
"Reduced  Amount"  shall be the  amount,  expressed  as a present  value,  which
maximizes  the  aggregate  present  value of the  Payments  without  causing any
Payment to be nondeductible by the Company because of section 280G of the Code.

         18.3. REDUCTION OF PAYMENTS.

                  If the CPA's determine that any Payment would be nondeductible
by the  Company  because of section  280G of the Code,  then the  Company  shall
promptly give the  Participant  notice to that effect and a copy of the detailed
calculation  thereof and of the Reduced  Amount,  and the  Participant  may then
elect, in his or her sole  discretion,  which and how much of the Payments shall
be eliminated  or reduced (as long as after such election the aggregate  present
value of the Payments equals the Reduced Amount) and shall advise the Company in
writing of his or her election  within 10 days of receipt of notice.  If no such
election is made by the Participant within such 10-day period,  then the Company
may elect which and how much of the Payments  shall be eliminated or reduced (as
long as after such election the aggregate  present value of the Payments  equals
the Reduced Amount) and shall notify the Participant  promptly of such election.
For purposes of this Section 18, present value shall be determined in accordance
with section 280G(d)(4) of the Code. All determinations  made by the CPA's under
this Section 18 shall be binding upon the Company and the  Participant and shall
be  made  within  60  days  of  the  date  when a  Payment  becomes  payable  or
transferable.  As promptly as practicable  following such  determination and the
elections hereunder,  the Company shall pay or transfer to or for the benefit of
the  Participant  such  amounts as are then due to him or her under the Plan and
shall  promptly pay or transfer to or for the benefit of the  Participant in the
future such amounts as become due to him or her under the Plan.

         18.4. OVERPAYMENTS AND UNDERPAYMENTS.

                  As a result of uncertainty in the  application of section 280G
of the Code at the time of an initial  determination by the CPA's hereunder,  it
is possible  that  Payments  will have been made by the Company which should not
have been made (an  "Overpayment")  or that  additional  Payments which will not
have  been  made by the  Company  could  have  been  made  (an  "Underpayment"),
consistent in each case with the calculation of the Reduced Amount hereunder. In
the event  that the CPA's,  based  upon the  assertion  of a  deficiency  by the
Internal Revenue Service against the Company or the Participant  which the CPA's
believe has a high  probability of success,  determine  that an Overpayment  has
been made, such  Overpayment  shall be treated for all purposes as a loan to the
Participant  which he or she shall repay to the Company,  together with interest
at the  applicable  federal  rate  provided in section  7872(f)(2)  of the Code;
provided,  however,  that no amount shall be payable by the  Participant  to the
Company if and to the extent that such payment would not reduce the amount which
is subject to taxation  under  section  4999 of the Code.  In the event that the
CPA's  determine that an  Underpayment  has occurred,  such  Underpayment  shall
promptly  be paid or  transferred  by the  Company to or for the  benefit of the
Participant,  together with interest at the applicable  federal rate provided in
section 7872(f)(2) of the Code.

         18.5. RELATED CORPORATIONS.

                  For  purposes  of this  Section 18, the term  "Company"  shall
include  affiliated  corporations  to the  extent  determined  by the  CPA's  in
accordance with section 280G(d)(5) of the Code.

19. DEFINITIONS.

         19.1.    "Affiliate"  means any entity other than a Subsidiary,  if the
                  Company and/or one or more  Subsidiaries own not less than 50%
                  of such entity for which a control relationship exists.

         19.2.    "Award" means any award of an Option,  an SAR, or a Restricted
                  Share under the Plan.

         19.3.    "Board" means the Company's Board of Directors, as constituted
                  from time to time.

         19.4.    "Cause" means the commission of any act of fraud, embezzlement
                  or dishonesty by the recipient of the Award,  any unauthorized
                  use or disclosure by such person of  confidential  information
                  or trade secrets of the Company (or any Parent or Subsidiary),
                  or any other  intentional  misconduct by such person adversely
                  affecting  the  business  or  affairs of the  Company  (or any
                  Parent or Subsidiary) in a material manner.

         19.5.    "Change in Control" means: (a) the consummation of a merger or
                  consolidation  of the Company with or into  another  entity or
                  any other  corporate  reorganization,  if persons who were not
                  stockholders of the Company  immediately prior to such merger,
                  consolidation or other  reorganization  own immediately  after
                  such merger, consolidation or other reorganization 50% or more
                  of the voting power of the  outstanding  securities of each of
                  (i) the continuing or surviving  entity and (ii) any direct or
                  indirect  parent  corporation of such  continuing or surviving
                  entity; (b) the sale,  transfer or other disposition of all or
                  substantially all of the Company's assets; (c) a change in the
                  composition of the Board,  as a result of which fewer than 50%
                  of the  incumbent  directors  are directors who either (i) had
                  been  directors  of the Company on the date 24 months prior to
                  the date of the event that may  constitute a Change in Control
                  (the "original  directors") or (ii) were elected, or nominated
                  for election,  to the Board with the  affirmative  votes of at
                  least a majority of the  aggregate of the  original  directors
                  who  were  still in  office  at the  time of the  election  or
                  nomination and the directors  whose election or nomination was
                  previously so approved;  or (d) any transaction as a result of
                  which any person is the "beneficial owner" (as defined in Rule
                  13d-3 under the  Exchange  Act),  directly or  indirectly,  of
                  securities  of the  Company  representing  at least 50% of the
                  total  voting  power   represented   by  the  Company's   then
                  outstanding voting securities.  For purposes of this Paragraph
                  (d),  the term  "person"  shall have the same  meaning as when
                  used in sections 13(d) and 14(d) of the Exchange Act but shall
                  exclude (i) a trustee or other  fiduciary  holding  securities
                  under an employee  benefit  plan of the Company or of a Parent
                  or  Subsidiary  and  (ii)  a  corporation  owned  directly  or
                  indirectly by the stockholders of the Company in substantially
                  the same proportions as their ownership of the common stock of
                  the Company.  A transaction  shall not  constitute a Change in
                  Control  if its sole  purpose  is to  change  the state of the
                  Company's  incorporation  or to create a holding  company that
                  will be owned in  substantially  the same  proportions  by the
                  persons who held the Company's  securities  immediately before
                  such transaction.

         19.6.    "Code" means the Internal Revenue Code of 1986, as amended.

         19.7.    "Committee"  means a committee  of the Board,  as described in
                  Section 2.

         19.8.    "Common  Share"  means  one share of the  common  stock of the
                  Company.

         19.9.    "Company" means Logio, Inc., a Nevada corporation.

         19.10.   "Consultant"  means a consultant  or adviser who provides bona
                  fide  services to the Company,  a Parent,  a Subsidiary  or an
                  Affiliate  as  an   independent   contractor.   Service  as  a
                  Consultant shall be considered  employment for all purposes of
                  the Plan, except as provided in Section 4.1.

         19.11.   "Effective  Date" means the date of the Plan's adoption by the
                  Board.

         19.12.   "Employee"  means  a  salaried,  common-law  employee  of  the
                  Company, a Parent, a Subsidiary or an Affiliate.

         19.13.   "Exchange Act" means the  Securities  Exchange Act of 1934, as
                  amended.

         19.14.   "Exercise  Price," in the case of an Option,  means the amount
                  for which one Common Share may be purchased  upon  exercise of
                  such  Option,  as  specified  in the  applicable  Stock Option
                  Agreement.  "Exercise  Price," in the case of an SAR, means an
                  amount, as specified in the applicable SAR Agreement, which is
                  subtracted  from the Fair Market  Value of one Common Share in
                  determining the amount payable upon exercise of such SAR.

         19.15.   "Fair Market  Value" means the market price of Common  Shares,
                  determined  by the Committee in good faith on such basis as it
                  deems  appropriate.  Whenever  possible,  the determination of
                  Fair  Market  Value  by the  Committee  shall  be based on the
                  closing  prices  reported  in The Wall  Street  Journal.  Such
                  determination shall be conclusive and binding on all persons.

         19.16.   "Independent Director" shall mean a member of the Board who is
                  not an Employee.  Service as an Independent  Director shall be
                  considered  employment for all purposes of the Plan, except as
                  provided in Section 4.1.

         19.17.   "Involuntary Termination" means the termination of the service
                  of the  recipient  of the Award which occurs by reason of: (1)
                  such  recipient's  involuntary  dismissal  or discharge by the
                  Company for reasons other than Cause, or (2) such  recipient's
                  voluntary  resignation  following  (A) a change  in his or her
                  position with the Company which materially  reduces his or her
                  level of  responsibility,  (B) a reduction in his or her level
                  of base salary or (C) a relocation of such  recipient's  place
                  of employment by more than 35 miles, provided and only if such
                  change,  reduction  or  relocation  is effected by the Company
                  without the recipient's consent.

         19.18.   "ISO" means an  incentive  stock  option  described in section
                  422(b) of the Code.

         19.19.   "NSO" means a stock  option not  described  in sections 422 or
                  423 of the Code.

         19.20.   "Option"  means  an ISO or NSO  granted  under  the  Plan  and
                  entitling the holder to purchase Common Shares.

         19.21.   "Optionee"  means an  individual or estate who holds an Option
                  or SAR.

         19.22.   "Parent" means any corporation  (other than the Company) in an
                  unbroken  chain of  corporations  ending with the Company,  if
                  each of the  corporations  other than the  Company  owns stock
                  possessing 50% or more of the total  combined  voting power of
                  all classes of stock in one of the other  corporations in such
                  chain or has a  control  relationship  with a  corporation.  A
                  corporation  that  attains  the  status  of a Parent on a date
                  after the  adoption of the Plan shall be  considered  a Parent
                  commencing as of such date.

         19.23.   "Participant"  means an  individual  or  estate  who  holds an
                  Award.

         19.24.   "Plan" means this Logio,  Inc. 2000 Equity  Incentive Plan, as
                  amended from time to time.

         19.25.   "Restricted  Share"  means a Common  Share  awarded  under the
                  Plan.

         19.26.   "Restricted  Stock Agreement" means the agreement  between the
                  Company and the recipient of a Restricted Share which contains
                  the terms,  conditions  and  restrictions  pertaining  to such
                  Restricted Share.

         19.27.   "SAR" means a stock appreciation right granted under the Plan.

         19.28.   "SAR Agreement" means the agreement between the Company and an
                  Optionee which contains the terms, conditions and restrictions
                  pertaining to his or her SAR.

         19.29.   "Stock  Option  Agreement"  means the  agreement  between  the
                  Company and an Optionee  that  contains the terms,  conditions
                  and restrictions pertaining to his or her Option.

         19.30.   "Subsidiary" means any corporation (other than the Company) in
                  an unbroken chain of corporations  beginning with the Company,
                  if each of the corporations other than the last corporation in
                  the unbroken  chain owns stock  possessing  50% or more of the
                  total combined  voting power of all classes of stock in one of
                  the  other  corporations  in  such  chain  or  has  a  control
                  relationship.  A  corporation  that  attains  the  status of a
                  Subsidiary  on a date after the  adoption of the Plan shall be
                  considered a Subsidiary commencing as of such date.