Exhibit 10.1


                               THE 2000 THCG, INC.
                              STOCK INCENTIVE PLAN
                         (as adopted February 15, 2000)


1.       Purpose of the Plan

           This 2000 THCG,  Inc. Stock Incentive Plan is intended to promote the
interests  of  the  Company  and  its  stockholders  by  providing  certain  key
individuals, on whose judgment, initiative and efforts the successful conduct of
the business of the Company largely depends, and who are largely responsible for
the  management,  growth and  protection  of the business of the  Company,  with
appropriate   incentives  and  rewards  to  encourage  them  to  continue  their
Employment  with the Company and to maximize  their  performance  and to provide
certain   "performance-based   compensation"   within  the  meaning  of  Section
162(m)(4)(C) of the Code.

2.       Definitions

           As used in the Plan,  the  following  definitions  apply to the terms
indicated below:

           (a) "Affiliate"  shall mean any entity (whether or not  incorporated)
controlling, controlled by or under common control with the Company.

           (b) "Board of  Directors"  shall mean the Board of  Directors  of the
Company.

           (c) "Cash  Bonus"  shall  mean an  award of a bonus  payable  in cash
pursuant to Section 13 hereof.

           (d) "Cause" shall mean,  when used in connection with a Participant's
Termination of Employment:

                (i) to the extent  that  there is an  employment,  severance  or
           other agreement  governing the  relationship  between the Participant
           and the Company,  which  agreement  contains a definition of "Cause,"
           cause will consist of those acts or omissions  that would  constitute
           "cause" under such agreement; and otherwise

                (ii) the Participant's  Termination of Employment by the Company
           or an Affiliate on account of any one or more of the following:

                     (A) any failure by the Participant substantially to perform
                the Participant's Employment duties;

                     (B) any   excessive   unauthorized   absenteeism   by   the
                Participant;

                     (C) any  refusal  by the  Participant  to obey  the  lawful
                orders  of the  Board  of  Directors  or  any  other  person  or
                committee to whom the Participant reports;

                     (D) any act or omission by the  Participant  that is or may
                be injurious to the Company, monetarily or otherwise;

                     (E) any act by the Participant  that is  inconsistent  with
                the best interests of the Company;

                     (F) the  Participant's  material  violation  of any of the
                Company's  policies,   including,   without  limitation,   those
                policies relating to discrimination or sexual harassment;

                     (G) the  Participant's  unauthorized  (a) removal  from the
                premises of the Company or  Affiliate  of any  document  (in any
                medium or form)  relating to the Company or an  Affiliate or the
                customers


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                or clients of the Company or an Affiliate or (b)  disclosure  to
                any  person or entity of any of the  Company's  confidential  or
                proprietary information;

                     (H) the  Participant's  commission  of any  felony,  or any
                other crime involving moral turpitude; and

                     (I) the  Participant's  commission  of  any  act  involving
                dishonesty or fraud.

           To the extent the  definition of Cause herein is determined  pursuant
to Section 2(d)(ii) hereof, then solely for the purposes of Sections 6(h), 9(e),
10(g) and 11(e) of this Plan the definition of Cause shall be determined only by
reference to subsections (C), (F), (G), (H) and (I) of such Section 2(d)(ii).

           Any rights the  Company may have  hereunder  in respect of the events
giving  rise to Cause  shall be in  addition  to the rights the Company may have
under  any  other  agreement  with a  Participant  or at law or in  equity.  Any
determination  of whether a  Participant's  Employment  is (or is deemed to have
been)  terminated  for Cause shall be made by the  Committee in its  discretion,
which determination shall be final and binding on all parties. If, subsequent to
a Participant's  voluntary Termination of Employment or involuntary  Termination
of Employment without Cause, it is discovered that the Participant's  Employment
could have been terminated for Cause,  such  Participant's  Employment  shall be
deemed to have  been  terminated  for  Cause.  A  Participant's  Termination  of
Employment  for Cause shall be effective as of the date of the occurrence of the
event giving rise to Cause,  regardless  of when the  determination  of Cause is
made.

           (e)  "Change  in  Control"  shall mean the  occurrence  of any of the
following:

                (i) a change in control of a nature that would be required to be
           reported in response to Item 5(f) of Schedule 14A of  Regulation  14A
           promulgated  under the Exchange Act shall have occurred,  unless such
           change  in  control  results  in  control  by  the  Participant,  his
           designee(s)  or  "affiliate(s)"  (as  defined in Rule 12b-2 under the
           Exchange Act) or any combination thereof;

                (ii) any  "person"  (as such term is used in Sections  13(d) and
           14(d)(2)  of the  Exchange  Act),  other  than the  Participant,  his
           designee(s)  or  "affiliate(s)"  (as  defined in Rule 12b-2 under the
           Exchange  Act), is or becomes the  "beneficial  owner" (as defined in
           Rule 13d-3  under the  Exchange  Act),  directly  or  indirectly,  of
           securities of the Company representing forty percent (40%) or more of
           the  combined   voting  power  of  the  Company's  then   outstanding
           securities;

                (iii) during any period of two (2) consecutive years during this
           Agreement, individuals who at the beginning of such period constitute
           the Board  cease for any  reason to  constitute  at least a  majority
           thereof,  unless the election of each director who was not a director
           at the  beginning  of such  period  has been  approved  in advance by
           directors  representing  at least a majority of the directors then in
           office who were directors at the beginning of the period;

                (iv)  the  stockholders  of the  Company  approve  a  merger  or
           consolidation of the Company with any other corporation, other than a
           merger or consolidation  which would result in the voting  securities
           of the Company  outstanding  immediately prior thereto  continuing to
           represent (either by remaining outstanding or by being converted into
           voting  securities  of the  surviving  entity)  more  than 80% of the
           combined voting power of the voting securities of the Company or such
           surviving  entity  outstanding   immediately  after  such  merger  or
           consolidation;  provided,  however,  that a merger  or  consolidation
           effected to implement a  recapitalization  of the Company (or similar
           transaction) in which no "person" (as hereinabove  defined)  acquires
           more than 25% of the  combined  voting  power of the  Company's  then
           outstanding  securities  shall not  constitute a Change in Control of
           the Company; or

                (v) the  stockholders  of the Company approve a plan of complete
           liquidation   of  the  Company  or  an  agreement  for  the  sale  or
           disposition  by the Company of, or the Company  sells or disposes of,
           all or substantially all of the Company's assets.

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           (f) "Code" shall mean the Internal  Revenue Code of 1986,  as amended
from time to time.

           (g) "Committee" shall mean the Compensation Committee of the Board of
Directors or such other  committee as the Board of Directors  shall appoint from
time to time to administer the Plan; provided, however, that the Committee shall
at all times consist of two or more persons.  The Committee shall consist solely
of individuals who are (or grants shall be made by a subcommittee of two or more
persons, each of whom shall be) a "non-employee  director" within the meaning of
Rule 16b-3.  Each member of the Committee shall be an "outside  director" within
the meaning of Section 162(m) of the Code.

           (h)  "Company"  shall mean THCG,  Inc.,  a Utah  corporation,  or any
successor thereto.

           (i) "Company Stock" shall mean the common stock , par value $0.01 per
share, of the Company.

           (j) "Disability"  shall mean,  except in connection with an Incentive
Stock Option,  any physical or mental condition that would qualify a Participant
for a disability  benefit under the long-term  disability plan maintained by the
Company  or, if there is no such  plan,  a  physical  or mental  condition  that
prevents  the  Participant  from  performing  the  essential  functions  of  the
Participant's  position (with or without reasonable  accommodation) for a period
of six consecutive  months or, in connection  with an Incentive Stock Option,  a
disability  described  in Section  422(c)(6)  of the Code.  The  existence  of a
Disability shall be determined by the Committee in its absolute discretion.

           (k) "Dividend Equivalent Right" shall mean an Incentive Award granted
pursuant to Section 14 hereof of a right to receive an amount  equivalent to the
ordinary cash  dividends paid in respect to some or all of the shares of Company
Stock underlying an Incentive Award.

           (l) "Employment"  shall mean, in the case of a Participant who is not
an employee of the Company, the Participant's association with the Company or an
Affiliate as a consultant.

           (m) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

           (n) "Fair  Market  Value"  shall  mean,  with  respect  to a share of
Company Stock on an applicable date:

                (i)  If  Company  Stock  is  traded  on  a  national  securities
           exchange,  (A) the average of the high and low  reported  sales price
           regular  way per share of  Company  Stock on the  principal  national
           securities  exchange  on which  Company  Stock is traded or (B) if no
           reported sales take place on the applicable  date, the average of the
           highest bid and lowest asked price of Company  Stock on such exchange
           or (C) if no  such  quotation  is  made on  such  date,  on the  next
           preceding day (not more than 10 business days prior to the applicable
           date) on which there were reported sales or such quotations.

                (ii) If Company  Stock is not  traded on a  national  securities
           exchange  but  quotations  are  available  for  Company  Stock on the
           over-the-counter  market,  (A) the mean  between  the highest bid and
           lowest asked quotation on the over-the-counter  market as reported by
           the National Quotations Bureau, or any similar  organization,  on the
           applicable  date or (B) if no such  quotation is made on such date on
           the next  preceding  day (not more than 10 business days prior to the
           applicable date) on which there were such quotations.

                (iii)  If  Company  Stock  is  neither   traded  on  a  national
           securities  exchange  nor are  quotations  therefor  available on the
           over-the-counter market or if there are no sales or quotations in the
           10  business  days  immediately  prior  to the  applicable  date,  as
           determined  in good faith by the  Committee in a manner  consistently
           applied.

           (o)  "Incentive  Award"  shall  mean an  Option,  LSAR,  Tandem  SAR,
Stand-Alone SAR, Dividend  Equivalent Right, share of Restricted Stock, share of
Phantom  Stock,  Stock Bonus,  Cash Bonus or other  equity-based  award  granted
pursuant to the terms of the Plan.

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<PAGE>

           (p)  "Incentive  Stock  Option"  shall  mean  an  Option  that  is an
"incentive  stock option" within the meaning of Section 422 of the Code and that
is  identified  as an  Incentive  Stock  Option in the  agreement by which it is
evidenced.

           (q) "Issue Date" shall mean the date  established by the Committee on
which  certificates  representing  shares of Restricted Stock shall be issued by
the Company pursuant to the terms of Section 10(d) hereof.

           (r) "LSAR"  shall  mean a limited  stock  appreciation  right that is
granted  pursuant to the  provisions  of Section 7 hereof and that relates to an
Option.  Each LSAR shall be exercisable  only upon the occurrence of a Change in
Control and only in the alternative to the exercise of its related Option.

           (s) "Non-Qualified  Stock Option" shall mean an Option that is not an
Incentive Stock Option.

           (t) "Option" shall mean an option to purchase shares of Company Stock
granted pursuant to Section 6 hereof.  Each Option shall be identified as either
an Incentive  Stock Option or a  Non-Qualified  Stock Option in the agreement by
which it is evidenced.

           (u)   "Participant"   shall  mean  any  person  who  is  eligible  to
participate  in the Plan and to whom an Incentive  Award is granted  pursuant to
the Plan, and, upon his death, such person's  successors,  heirs,  executors and
administrators, as the case may be.

           (v) "Person"  shall mean a "person," as such term is used in Sections
13(d) and 14(d) of the Exchange Act.

           (w) "Phantom  Stock" shall mean the right to receive in cash the Fair
Market  Value of a share of Company  Stock,  which right is granted  pursuant to
Section 11 hereof and subject to the terms and conditions contained therein.

           (x) "Plan" shall mean this 2000 THCG,  Inc. Stock  Incentive Plan, as
it may be amended from time to time.

           (y) "Reload  Option" shall mean an Option granted to a Participant in
accordance with Section 6(b) hereof upon the exercise of an Option.

           (z)  "Restricted  Stock" shall mean a share of Company  Stock that is
granted  pursuant  to the terms of  Section 10 hereof and that is subject to the
restrictions set forth in Section 10(c) hereof for so long as such  restrictions
continue to apply to such share.

           (aa)   "SAR" shall mean a Tandem SAR, Stand-Alone SAR or LSAR.

           (bb)  "Securities  Act" shall  mean the  Securities  Act of 1933,  as
amended from time to time.

           (cc) "Stand-Alone SAR" shall mean a stock  appreciation right granted
pursuant to Section 9 hereof that is not related to any Option.

           (dd) "Stock Bonus" shall mean a grant of a bonus payable in shares of
Company Stock pursuant to Section 12 hereof.

           (ee)  "Tandem  SAR" shall  mean a stock  appreciation  right  granted
pursuant to Section 8 hereof that is related to an Option. Each Tandem SAR shall
be exercisable  only to the extent its related Option is exercisable and only in
the alternative to the exercise of its related Option.

           (ff)   "Termination   of  Employment"   shall  mean  a  Participant's
Employment  by the  Company and any  Affiliates,  or by a  corporation  assuming
Incentive  Awards in a transaction  to which section 424(a) of the Code applies,
coming to an end. The Committee may determine,  in its absolute discretion,  (i)
whether  any leave of

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<PAGE>

absence or absence in military or government  service  constitutes a Termination
of  Employment  for purposes of the Plan,  subject to  applicable  law, (ii) the
effect,  if any, of any such leave of absence on Incentive  Awards granted under
the Plan,  and (iii)  when a change in any  Participant's  association  with the
Company constitutes a Termination of Employment for purposes of the Plan.

           (gg) "Vesting Date" shall mean the date  established by the Committee
on which a share of Restricted Stock or Phantom Stock may vest.

3.       Stock Subject to the Plan

           (a)    Plan Limit

                Subject to  adjustment  as  provided  in Section 16 hereof,  the
Committee  may grant  Incentive  Awards  hereunder  with  respect to a number of
shares of Company Stock that in the aggregate does not exceed 5,000,000  shares.
The grant of an LSAR,  Tandem SAR or Dividend  Equivalent Right shall not reduce
the number of shares of Company Stock with respect to which Incentive Awards may
be granted  pursuant to the Plan.  Incentive Awards granted under the Plan shall
count against the foregoing  limits at the time they are granted but shall again
become available for grant under the Plan as follows:

                (i) To the extent that any  Options,  together  with any related
           rights  granted  under the Plan,  terminate,  expire or are  canceled
           without  having been exercised  (including a  cancellation  resulting
           from the  exercise  of a  related  LSAR or a Tandem  SAR) the  shares
           covered by such Options  shall again be available for grant under the
           Plan.

                (ii) To the extent that any Stand-Alone  SARs terminate,  expire
           or are canceled without having been exercised,  the shares covered by
           such  Stand-Alone  SARs shall again be available  for grant under the
           Plan.

                (iii) To the extent any  shares of  Restricted  Stock or Phantom
           Stock,  or any shares of Company  Stock  granted as a Stock Bonus are
           forfeited  or  canceled  for any reason,  such shares  shall again be
           available for grant under the Plan.

                Shares  of  Company  Stock  issued  under the Plan may be either
newly issued shares or treasury shares, at the discretion of the Committee.

           (b)    Individual Limit

                Subject to  adjustment  as  provided  in Section 14 hereof,  the
Committee  shall  not,  during  any  calendar  year,  grant any one  Participant
Incentive Awards hereunder with respect to more than 1,000,000 shares of Company
Stock.  Such  Incentive  Awards  may be made  up  entirely  of any  one  type of
Incentive Award or any combination of types of Incentive  Awards available under
the Plan, in the  Committee's  sole  discretion.  Once granted to a Participant,
Incentive Awards shall not again be available for grant to that Participant. The
grant of an LSAR,  Tandem SAR or Dividend  Equivalent Right shall not reduce the
number of shares of Company Stock with respect to which Incentive  Awards may be
granted to any Participant pursuant to the Plan.

4.       Administration of the Plan

           The Plan shall be administered by the Committee.  The Committee shall
from time to time designate the key individuals  who shall be granted  Incentive
Awards and the amount and type of such Incentive Awards.

           The  Committee  shall have full  authority  to  administer  the Plan,
including  authority to interpret and construe any provision of the Plan and the
terms of any  Incentive  Award  issued  under it,  and to adopt  such  rules and
regulations for  administering the Plan as it may deem necessary or appropriate.
Decisions of the Committee shall be final and binding on all parties.  Except as
provided in Section  2(n)(iii),  the Committee's  determinations

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under  the  Plan  may,   but  need  not,  be  uniform  and  may  be  made  on  a
Participant-by-Participant  basis (whether or not two or more  Participants  are
similarly situated).

           The Committee may, in its absolute  discretion,  without amendment to
the Plan, (i) accelerate the date on which any Option or Stand-Alone SAR granted
under the Plan becomes  exercisable or otherwise adjust any of the terms of such
Option or Stand-Alone  SAR (except that no such  adjustment  shall,  without the
consent of a Participant,  reduce the Participant's  rights under any previously
granted and  outstanding  Incentive  Award unless the Committee  determines that
such adjustment is necessary or appropriate to prevent such Incentive Award from
constituting  "applicable  employee  remuneration" within the meaning of Section
162(m) of the Code),  (ii)  accelerate  the Vesting Date or Issue Date, or waive
any condition imposed  hereunder,  with respect to any share of Restricted Stock
granted under the Plan or otherwise  adjust any of the terms of such  Restricted
Stock and (iii)  accelerate  the  Vesting  Date or waive any  condition  imposed
hereunder,  with respect to any share of Phantom Stock granted under the Plan or
otherwise adjust any of the terms of such Phantom Stock.

           In  addition,  the  Committee  may, in its  absolute  discretion  and
without   amendment  to  the  Plan,  grant  Incentive  Awards  of  any  type  to
Participants on the condition that such Participants  surrender to the Committee
for  cancellation  such  other  Incentive  Awards of the same or any other  type
(including, without limitation,  Incentive Awards with higher exercise prices or
values) as the Committee specifies.  Notwithstanding  Section 3(a) hereof, prior
to the  surrender  of such other  Incentive  Awards,  Incentive  Awards  granted
pursuant to the preceding sentence of this Section 4 shall not count against the
limits set forth in such Section 3(a).

           No member of the Committee  shall be liable for any action,  omission
or determination  relating to the Plan, and the Company shall indemnify and hold
harmless each member of the Committee and each other director or employee of the
Company  to  whom  any  duty  or  power  relating  to  the   administration   or
interpretation  of the Plan  has  been  delegated  against  any cost or  expense
(including counsel fees) or liability (including any sum paid in settlement of a
claim with the approval of the Committee) arising out of any action, omission or
determination  relating  to the Plan,  unless,  in  either  case,  such  action,
omission or determination was taken or made by such member, director or employee
in bad faith and without  reasonable belief that it was in the best interests of
the Company.

            Notwithstanding  anything  in the Plan to the  contrary,  until  the
Board of Directors shall have appointed the members of the Committee,  the Board
of Directors shall administer the Plan. In addition, the Board of Directors may,
in its sole  discretion,  at any time and  from  time to time,  grant  Incentive
Awards or resolve to administer  the Plan in which case, to the extent  provided
in such  resolutions,  the  Board of  Directors  shall  have the  powers  of the
Committee.

5.       Eligibility

           The  persons  who  shall be  eligible  to  receive  Incentive  Awards
pursuant  to the Plan shall be those key  current  and former  employees  of the
Company and its Affiliates  (including  prospective  employees,  which Incentive
Awards shall be  conditioned  on the  prospective  employees  actually  becoming
employees)  and certain  current  and former  consultants  or other  independent
contractors (including directors of the Company or any of its Affiliates who are
not  employees of the Company or any of its  Affiliates)  to the Company and its
Affiliates who are largely responsible for the management, growth and protection
of the  business of the Company and its  Affiliates  (including  officers of the
Company,  whether or not they are  directors  of the  Company) as the  Committee
shall select from time to time.

6.       Options

           The Committee may grant  Options  pursuant to the Plan.  Such Options
shall be evidenced by agreements  in such form as the Committee  shall from time
to time approve. Options shall comply with and be subject to the following terms
and conditions:

           (a)    Identification of Options

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                All Options  granted under the Plan shall be clearly  identified
in the agreement evidencing such Options as either Incentive Stock Options or as
Non-Qualified Stock Options.

           (b)    Conditions to Issuance and Exercisability

                At the time of the grant of any  Options  under  the  Plan,  the
Committee may impose such restrictions or conditions,  not inconsistent with the
provisions  hereof,  to the issuance or  exercisability  of the Options,  as the
Committee, in its absolute discretion,  deems appropriate. By way of example and
not by way of  limitation,  the  Committee  may  require,  as a condition to the
issuance or exercisability  of any Options,  that the Participant or the Company
achieve such  performance  criteria as the  Committee may specify at the time of
the grant of such shares.

           (c)    Exercise Price

                The exercise  price of any  Non-Qualified  Stock Option  granted
under the Plan shall be such price as the Committee shall  determine  (which may
be equal  to,  less than or  greater  than the Fair  Market  Value of a share of
Company  Stock on the date such  Non-Qualified  Stock  Option is granted) on the
date on which such Non-Qualified  Stock Option is granted;  provided,  that such
price may not be less than the minimum price required by law. Subject to Section
6(e), the exercise  price-per-share  of any Incentive Stock Option granted under
the Plan  shall be not less  than  100% of the Fair  Market  Value of a share of
Company  Stock on the date on which  such  Incentive  Stock  Option  is  granted
(except as permitted in connection with the assumption or issuance of Options in
a transaction to which Section 424(a) of the Code applies).

           (d)    Term and Exercise of Options

                (i) Each  Option  shall be  exercisable  on such  date or dates,
           during such period and for such number of shares of Company  Stock as
           shall be  determined by the Committee on the day on which such Option
           is granted and set forth in the  agreement  evidencing  such  Option;
           provided,  however,  that: (A) if such agreement does not specify the
           date or dates on which the Option will become exercisable, the shares
           subject  to the  Option  shall  become  exercisable  in  three  equal
           installments  on each of the first,  second and third  anniversary of
           the day on which  the  Option  is  granted;  (B) no  Option  shall be
           exercisable  after the  expiration  of ten  years  from the date such
           Option was  granted;  and (C) each Option shall be subject to earlier
           termination, expiration or cancellation as provided in the Plan.

                (ii)  Each  Option  shall  be  exercisable  in whole or in part;
           provided,  that no  partial  exercise  of an  Option  shall be for an
           aggregate exercise price of less than $1,000. The partial exercise of
           an Option shall not cause the expiration, termination or cancellation
           of the remaining  portion  thereof.  Upon the partial  exercise of an
           Option,  the agreement  evidencing  such Option and any related LSARs
           and Tandem SARs shall be returned to the Participant  exercising such
           Option  together with the delivery of the  certificates  described in
           Section 6(d)(v) hereof.

                (iii) An Option shall be exercised by  delivering  notice to the
           Company's  principal  office,  to the attention of its Secretary,  no
           less than five business days in advance of the effective  date of the
           proposed exercise.  Such notice shall be accompanied by the agreement
           or agreements  evidencing the Option and any related LSARs and Tandem
           SARs,  shall  specify  the  number of shares of  Company  Stock  with
           respect to which the Option is being exercised and the effective date
           of the proposed exercise and shall be signed by the Participant.  The
           Participant  may withdraw  such notice at any time prior to the close
           of business on the business day  immediately  preceding the effective
           date of the  proposed  exercise,  in which  case  such  agreement  or
           agreements  shall be returned  to him.  Payment for shares of Company
           Stock  purchased  upon the exercise of an Option shall be made on the
           effective date of such exercise either:

                     (A) in cash, by certified  check,  bank cashier's  check or
                wire transfer; or

                     (B) subject to the approval of the Committee,  in shares of
                Company Stock owned by the  Participant and valued at their Fair
                Market Value on the effective date of such  exercise,  or partly
                in

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                shares  of  Company  Stock  with the  balance  in  cash,  by
                certified check, bank cashier's check or wire transfer; or

                     (C) subject to the approval of the Committee, pursuant to a
                "cashless  exercise"  pursuant  to  procedures  adopted  by  the
                Committee whereby the Participant, by a properly written notice,
                directing (A) an immediate market sale or margin loan respecting
                all or a part of the  shares  of  Company  Stock  to  which  the
                Participant  is entitled upon exercise  pursuant to an extension
                of credit by the  Company  to the  Participant  of the  exercise
                price,  (B) the delivery of the shares of Company Stock from the
                Company  directly to the brokerage firm, and (C) the delivery of
                the exercise  price from the sale or margin loan  proceeds  from
                the brokerage firm directly to the Company.

                     Any payment in shares of Company Stock shall be effected by
           the delivery of such shares to the  Secretary  of the  Company,  duly
           endorsed in blank or  accompanied  by stock  powers duly  executed in
           blank,  together  with  any  other  documents  and  evidences  as the
           Secretary of the Company shall require from time to time.

                (iv) Except as  otherwise  provided in an  applicable  agreement
           evidencing  an Option,  during the  lifetime of a  Participant,  each
           Option  granted to a  Participant  shall be  exercisable  only by the
           Participant  and  no  Option  shall  be  assignable  or  transferable
           otherwise  than by will or by the laws of descent  and  distribution.
           The Committee may, in any applicable  agreement  evidencing an Option
           (other than an Incentive Stock Option to the extent inconsistent with
           the  requirements  of Section 422 of the Code applicable to incentive
           stock  options),  permit a Participant to transfer all or some of the
           Options to (A) the  Participant's  spouse,  children or grandchildren
           ("Immediate Family Members"), (B) a trust or trusts for the exclusive
           benefit  of such  Immediate  Family  Members,  or (C)  other  parties
           approved by the Committee in its absolute  discretion.  Following any
           such transfer,  any transferred  Options shall continue to be subject
           to the same terms and conditions as were applicable immediately prior
           to the transfer.

                (v)  Certificates for shares of Company Stock purchased upon the
           exercise of an Option shall be issued in the name of the  Participant
           or his beneficiary (or permitted transferee), as the case may be, and
           delivered  to  the  Participant  or  his  beneficiary  (or  permitted
           transferee), as the case may be, as soon as practicable following the
           effective date on which the Option is exercised.

           (e)    Limitations on Grant of Incentive Stock Options

                (i) The  aggregate  Fair Market Value of shares of Company Stock
           with respect to which Incentive  Stock Options granted  hereunder are
           exercisable  for the first time by a Participant  during any calendar
           year under the Plan and any other  stock  option  plan of the Company
           (or any "subsidiary corporation" of the Company within the meaning of
           Section 424 of the Code) shall not exceed $100,000.  Such Fair Market
           Value shall be determined as of the date on which each such Incentive
           Stock Option is granted.  In the event that the aggregate Fair Market
           Value of shares of Company Stock with respect to such Incentive Stock
           Options  exceeds  $100,000,  then  Incentive  Stock  Options  granted
           hereunder to such  Participant  shall, to the extent and in the order
           in  which  they  were   granted,   automatically   be  deemed  to  be
           Non-Qualified  Stock  Options,  but all other terms and provisions of
           such Incentive Stock Options shall remain unchanged.

                (ii) No Incentive  Stock Option may be granted to an  individual
           if, at the time of the proposed grant: (i) such individual was not an
           employee of the company,  a parent or subsidiary  corporation  of the
           Company,  or a corporation  or a parent or subsidiary  corporation of
           such corporation  issuing or assuming a stock option in a transaction
           to which Section  424(a) of the Code applies or (ii) such  individual
           owns stock  possessing  more than ten  percent of the total  combined
           voting  power of all  classes  of stock of the  Company or any of its
           "subsidiary  corporations"  (within the meaning of Section 424 of the
           Code),  unless (A) the exercise price of such Incentive  Stock Option
           is at least one hundred ten percent  (110%) of the Fair Market  Value
           of a share of Company Stock at the time such  Incentive  Stock Option
           is granted and

                                       8
<PAGE>

           (B)  such  Incentive  Stock  Option  is  not  exercisable  after  the
           expiration of five years from the date such Incentive Stock Option is
           granted.

           (f)    Grants of Reload Options

                The Committee may, in its  discretion,  include in any agreement
evidencing an Option (the  "Original  Option") a provision  that a Reload Option
shall be granted to any Participant who, pursuant to Section 6(d)(iii), delivers
shares of Company Stock in partial or full payment of the exercise  price of the
Original Option. The Reload Option shall relate to a number of shares of Company
Stock equal to the number of shares of Company Stock  delivered,  and shall have
an exercise price-per-share equal to the Fair Market Value of a share of Company
Stock on the date of the exercise of the Original  Option.  In the event that an
agreement  evidencing  an  Original  Option  provides  for the grant of a Reload
Option,  such agreement shall also provide that the exercise  price-per-share of
the  Original  Option  shall be no less that the Fair Market Value of a share of
Company  Stock on its date of  grant,  and that any  shares  that are  delivered
pursuant to Section  6(d)(iii) in payment of such exercise price shall have been
held for at least six months.

           (g)    Effect of Termination of Employment

                (i) Unless  otherwise  provided in any  agreement  evidencing an
           Option,  in the event that the  Employment of a Participant  with the
           Company and its Affiliates  shall terminate for any reason other than
           Cause,  Disability or death (A) Options granted to such  Participant,
           to the  extent  that  they  were  exercisable  at the  time  of  such
           Termination  of  Employment,   shall  remain  exercisable  until  the
           expiration of three months after such  Termination of Employment,  on
           which  date  they  shall  expire,  and (B)  Options  granted  to such
           Participant, to the extent that they were not exercisable at the time
           of such  Termination  of  Employment,  shall  expire  at the close of
           business on the date of such  Termination  of  Employment;  provided,
           however,  that no Option shall be exercisable after the expiration of
           its term.

                (ii) Unless  otherwise  provided in any agreement  evidencing an
           Option,  in the event that the  Employment of a Participant  with the
           Company shall  terminate on account of the Disability or death of the
           Participant  (A) Options granted to such  Participant,  to the extent
           that  they  were  exercisable  at the  time  of such  Termination  of
           Employment,  shall remain  exercisable  until the  expiration  of the
           original  term as  provided  for in the Plan or as  specified  in the
           agreement  evidencing  the Option,  and (B)  Options  granted to such
           Participant, to the extent that they were not exercisable at the time
           of such  Termination  of  Employment,  shall  expire  at the close of
           business on the date of such Termination of Employment.

                (iii) Unless otherwise  provided in any agreement  evidencing an
           Option, in the event of a Participant's Termination of Employment for
           Cause,  all  outstanding  Options granted to such  Participant  shall
           expire at the  commencement of business on the effective date of such
           Termination of Employment.

           (h)    Acceleration of Exercise Date Upon Change in Control

                In the event a  Participant's  Termination  of Employment by the
Company, other than for Cause, on or after the occurrence of a Change in Control
but prior to the  expiration  of a  six-month  period  following  the  Change in
Control,   each  Option  granted  under  the  Plan  that  is   outstanding   and
unexercisable  immediately  prior to such Termination of Employment shall become
fully  and  immediately  exercisable  and  shall  remain  exercisable  until its
expiration, termination or cancellation pursuant to the terms of the Plan.

7.       LSARs

           The  Committee  may  grant  in  connection  with any  Option  granted
hereunder one or more LSARs relating to a number of shares of Company Stock less
than or equal to the number of shares of Company  Stock  subject to the  related
Option.  An LSAR may be  granted  at the  same  time  as,  or,  in the case of a
Non-Qualified  Stock Option,  subsequent to the time that, its related Option is
granted.  Each  LSAR  shall be  evidenced  by an  agreement  in such form as the
Committee shall from time to time approve.  Each LSAR granted hereunder shall be
subject to the following terms and conditions:

                                       9
<PAGE>


           (a)    Benefit Upon Exercise

                (i) The exercise of an LSAR  relating to a  Non-Qualified  Stock
           Option  with  respect to any number of shares of Company  Stock shall
           entitle the Participant to a cash payment, for each such share, equal
           to the excess of (A) the greater of (x) the  highest  price-per-share
           of Company  Stock paid in the  Change in Control in  connection  with
           which such LSAR became exercisable and (y) the Fair Market Value of a
           share of Company Stock on the date of such Change in Control over (B)
           the exercise price of the related Option.  Such payment shall be made
           as soon as practicable,  but in no event later than the expiration of
           five business days after the effective date of such exercise.

                (ii) The  exercise  of an LSAR  relating to an  Incentive  Stock
           Option  with  respect to any number of shares of Company  Stock shall
           entitle the Participant to a cash payment, for each such share, equal
           to the  excess  of (A) the Fair  Market  Value of a share of  Company
           Stock on the  effective  date of such  exercise over (B) the exercise
           price of the related  Option.  Such payment  shall be made as soon as
           practicable,  but in no  event  later  than  the  expiration  of five
           business days, after the effective date of such exercise.

           (b)    Term and Exercise of LSARs

                (i)  An  LSAR  shall  be  exercisable  only  during  the  period
           commencing on the first day  following the  occurrence of a Change in
           Control and  terminating  on the  expiration of sixty days after such
           date.  Notwithstanding  anything else herein,  an LSAR relating to an
           Incentive  Stock Option may be  exercised  with respect to a share of
           Company  Stock  only if the Fair  Market  Value of such  share on the
           effective  date of such exercise  exceeds the exercise price relating
           to such share.  Notwithstanding  anything else herein, an LSAR may be
           exercised  only if and to the  extent  that  the  Option  to which it
           relates is exercisable.

                (ii) The  exercise of an LSAR with respect to a number of shares
           of Company Stock shall cause the immediate and automatic cancellation
           of the Option to which it relates  with respect to an equal number of
           shares.  The exercise of an Option, or the cancellation,  termination
           or  expiration  of an Option  (other than  pursuant  to this  Section
           (b)(ii)),  with respect to a number of shares of Company Stock, shall
           cause the  cancellation  of the LSAR related to it with respect to an
           equal number of shares.

                (iii)  Each  LSAR  shall  be  exercisable  in  whole or in part;
           provided,  that  no  partial  exercise  of an  LSAR  shall  be for an
           aggregate exercise price of less than $1,000. The partial exercise of
           an LSAR shall not cause the  expiration,  termination or cancellation
           of the remaining  portion  thereof.  Upon the partial  exercise of an
           LSAR,  the agreement  evidencing the LSAR, the related Option and any
           Tandem SARs related to such Option, marked with such notations as the
           Committee may deem  appropriate  to evidence  such partial  exercise,
           shall be returned to the  Participant  exercising  such LSAR together
           with the payment  described  in Section  7(a)(i) or (ii)  hereof,  as
           applicable.

                (iv) Except as  otherwise  provided in an  applicable  agreement
           evidencing an LSAR,  during the lifetime of a Participant,  each LSAR
           granted to a Participant shall be exercisable only by the Participant
           and no LSAR shall be assignable  or  transferable  otherwise  than by
           will or by the laws of descent and  distribution  and otherwise  than
           together  with  its  related  Option.   The  Committee  may,  in  any
           applicable  agreement  evidencing an LSAR,  permit a  Participant  to
           transfer all or some of the LSAR to (A) the  Participant's  Immediate
           Family  Members,  (B) a trust or trusts for the exclusive  benefit of
           such Immediate  Family Members,  or (C) other parties approved by the
           Committee in its absolute  discretion.  Following any such  transfer,
           any transferred  LSARs shall continue to be subject to the same terms
           and conditions as were applicable immediately prior to the transfer.

                (v) An LSAR  shall be  exercised  by  delivering  notice  to the
           Company's  principal  office,  to the attention of its Secretary,  no
           less than five business days in advance of the effective  date of the
           proposed exercise. Such notice shall be accompanied by the applicable
           agreement evidencing the LSAR, the related Option and any Tandem SARs
           relating  to such  Option,  shall  specify  the  number  of shares of

                                       10
<PAGE>

           Company  Stock with respect to which the LSAR is being  exercised and
           the  effective  date of the proposed  exercise and shall be signed by
           the Participant. The Participant may withdraw such notice at any time
           prior to the  close  of  business  on the  business  day  immediately
           preceding the effective date of the proposed exercise,  in which case
           such agreement shall be returned to him.

8.  Tandem SARs

           The  Committee  may  grant  in  connection  with any  Option  granted
hereunder  one or more  Tandem  SARs  relating  to a number of shares of Company
Stock less than or equal to the number of shares of Company Stock subject to the
related  Option.  A Tandem SAR may be granted at the same time as, or subsequent
to the time  that,  its  related  Option is  granted.  Each  Tandem SAR shall be
evidenced by an agreement in such form as the Committee  shall from time to time
approve. Tandem SARs shall comply with and be subject to the following terms and
conditions:

           (a)    Benefit Upon Exercise

                The  exercise  of a Tandem  SAR with  respect  to any  number of
shares of Company Stock shall entitle a Participant to a cash payment,  for each
such  share,  equal to the  excess  of (i) the Fair  Market  Value of a share of
Company  Stock on the  effective  date of such  exercise  over (ii) the exercise
price of the related Option.  Such payment shall be made as soon as practicable,
but in no event  later than the  expiration  of five  business  days,  after the
effective date of such exercise.

           (b)    Term and Exercise of Tandem SAR

                (i) A Tandem  SAR shall be  exercisable  at the same time and to
           the same extent (on a proportional  basis, with any fractional amount
           being rounded down to the immediately  preceding whole number) as its
           related  Option.  Notwithstanding  the first sentence of this Section
           8(b)(i),  (A) a Tandem SAR shall not be  exercisable at any time that
           an LSAR  related  to the Option to which the Tandem SAR is related is
           exercisable  and (B) a Tandem  SAR  relating  to an  Incentive  Stock
           Option may be exercised with respect to a share of Company Stock only
           if the Fair Market Value of such share on the effective  date of such
           exercise exceeds the exercise price relating to such share.

                (ii) The  exercise  of a Tandem SAR with  respect to a number of
           shares of Company  Stock  shall  cause the  immediate  and  automatic
           cancellation of its related Option with respect to an equal number of
           shares.  The exercise of an Option, or the cancellation,  termination
           or  expiration  of an Option  (other than  pursuant  to this  Section
           6(b)(ii)),  with respect to a number of shares of Company Stock shall
           cause the automatic and immediate  cancellation of its related Tandem
           SARs to the extent that the number of shares of Company Stock subject
           to such Option  after such  exercise,  cancellation,  termination  or
           expiration  is less than the number of shares  subject to such Tandem
           SARs.  Such  Tandem SARs shall be canceled in the order in which they
           became exercisable.

                (iii) Each Tandem SAR shall be  exercisable in whole or in part;
           provided,  that no partial  exercise  of a Tandem SAR shall be for an
           aggregate exercise price of less than $1,000. The partial exercise of
           a  Tandem  SAR  shall  not  cause  the  expiration,   termination  or
           cancellation  of the  remaining  portion  thereof.  Upon the  partial
           exercise of a Tandem SAR, the agreement  evidencing  such Tandem SAR,
           its  related  Option  and  LSARs  relating  to such  Option  shall be
           returned to the Participant  exercising such Tandem SAR together with
           the payment described in Section 8(a) hereof.

                (iv) Except as  otherwise  provided in an  applicable  agreement
           evidencing a Tandem SAR,  during the lifetime of a Participant,  each
           Tandem SAR granted to a Participant  shall be exercisable only by the
           Participant  and no Tandem SAR shall be  assignable  or  transferable
           otherwise  than by will or by the laws of descent  and  distribution.
           The Committee  may, in any applicable  agreement  evidencing a Tandem
           SAR,  permit a Participant  to transfer all or some of the Tandem SAR
           to (A) the  Participant's  Immediate  Family Members,  (B) a trust or
           trusts for the exclusive benefit of such Immediate Family Members, or
           (C)  other  parties   approved  by  the  Committee  in  its  absolute
           discretion.  Following any such transfer, any

                                       11
<PAGE>

           transferred  Tandem  SARs  shall  continue  to be subject to the same
           terms and  conditions  as were  applicable  immediately  prior to the
           transfer.

                (v) A Tandem SAR shall be exercised by delivering  notice to the
           Company's  principal  office,  to the attention of its Secretary,  no
           less than five business days in advance of the effective  date of the
           proposed exercise. Such notice shall be accompanied by the applicable
           agreement evidencing the Tandem SAR, its related Option and any LSARs
           related to such Option, shall specify the number of shares of Company
           Stock with respect to which the Tandem SAR is being exercised and the
           effective  date of the  proposed  exercise and shall be signed by the
           Participant.  The  Participant  may withdraw  such notice at any time
           prior to the  close  of  business  on the  business  day  immediately
           preceding the effective date of the proposed exercise,  in which case
           such agreement shall be returned to him.

9.  Stand-Alone SARs

           The Committee may grant  Stand-Alone SARs pursuant to the Plan, which
Stand-Alone  SARs shall be evidenced by agreements in such form as the Committee
shall  from time to time  approve.  Stand-Alone  SARs shall  comply  with and be
subject to the following terms and conditions:

           (a)    Exercise Price

                The exercise price of any Stand-Alone SAR granted under the Plan
shall  be  determined  by  the  Committee  at the  time  of the  grant  of  such
Stand-Alone SAR.

           (b)    Benefit Upon Exercise

                (i) The exercise of a Stand-Alone SAR with respect to any number
           of shares of Company  Stock  prior to the  occurrence  of a Change in
           Control shall entitle a Participant to a cash payment,  for each such
           share, equal to the excess of (A) the Fair Market Value of a share of
           Company Stock on the exercise date over (B) the exercise price of the
           Stand-Alone SAR.

                (ii) The  exercise  of a  Stand-Alone  SAR with  respect  to any
           number of shares of  Company  Stock on or after the  occurrence  of a
           Change in Control shall entitle a Participant to a cash payment,  for
           each such  share,  equal to the excess of (A) the  greater of (x) the
           highest price-per-share of Company Stock paid in connection with such
           Change in Control and (y) the Fair Market Value of a share of Company
           Stock on the date of such  Change in  Control  over (B) the  exercise
           price of the Stand-Alone SAR.

                (iii) All payments under this Section 9(b) shall be made as soon
           as practicable,  but in no event later than five business days, after
           the effective date of the exercise.

           (c)    Term and Exercise of Stand-Alone SARs

                (i) Each  Stand-Alone  SAR shall be  exercisable on such date or
           dates,  during  such  period and for such number of shares of Company
           Stock as shall be  determined  by the  Committee and set forth in the
           agreement evidencing such Stand-Alone SAR; provided,  however,  that:
           (A) if such agreement does not specify the date or dates on which the
           Stand-Alone  SAR will become  exercisable,  the shares subject to the
           Stand-Alone SAR shall become  exercisable in three equal installments
           on each of the  first,  second  and third  anniversary  of the day on
           which the Stand-Alone SAR is granted; (B) no Stand-Alone SAR shall be
           exercisable  after the  expiration  of ten  years  from the date such
           Stand-Alone  SAR was granted;  and (C) each  Stand-Alone SAR shall be
           subject  to  earlier  termination,   expiration  or  cancellation  as
           provided in the Plan.

                (ii) Each  Stand-Alone SAR may be exercised in whole or in part;
           provided,  that no partial exercise of a Stand-Alone SAR shall be for
           an aggregate exercise price of less than $1,000. The partial exercise
           of a Stand-Alone SAR shall not cause the  expiration,  termination or
           cancellation  of the  remaining  portion  thereof.  Upon the  partial
           exercise  of  a  Stand-Alone  SAR,  the  agreement   evidencing  such

                                       12
<PAGE>

           Stand-Alone SAR, marked with such notations as the Committee may deem
           appropriate to evidence such partial  exercise,  shall be returned to
           the Participant  exercising such Stand-Alone  SAR,  together with the
           payment described in Section 9(b)(i) or 9(b)(ii) hereof.

                (iii) A Stand-Alone SAR shall be exercised by delivering  notice
           to the Company's principal office, to the attention of its Secretary,
           no less than five business  days in advance of the effective  date of
           the  proposed  exercise.  Such  notice  shall be  accompanied  by the
           applicable  agreement  evidencing the Stand-Alone  SAR, shall specify
           the  number of shares of  Company  Stock  with  respect  to which the
           Stand-Alone  SAR is being  exercised  and the  effective  date of the
           proposed  exercise,  and  shall be  signed  by the  Participant.  The
           Participant  may withdraw  such notice at any time prior to the close
           of business on the business day  immediately  preceding the effective
           date of the proposed exercise, in which case the agreement evidencing
           the Stand-Alone SAR shall be returned to him.

                (iv) Except as  otherwise  provided in an  applicable  agreement
           evidencing a Stand-Alone  SAR,  during the lifetime of a Participant,
           each  Stand-Alone  SAR granted to a Participant  shall be exercisable
           only by the Participant and no Stand-Alone SAR shall be assignable or
           transferable  otherwise  than by will or by the laws of  descent  and
           distribution.   The  Committee  may,  in  any  applicable   agreement
           evidencing a Stand-Alone SAR, permit a Participant to transfer all or
           some of the Stand-Alone SAR to (A) the Participant's Immediate Family
           Members,  (B) a trust or trusts  for the  exclusive  benefit  of such
           Immediate  Family  Members,  or (C)  other  parties  approved  by the
           Committee in its absolute  discretion.  Following any such  transfer,
           any transferred  Stand-Alone SARs shall continue to be subject to the
           same terms and conditions as were applicable immediately prior to the
           transfer.

           (d)    Effect of Termination of Employment

                (i) Unless  otherwise  provided in any  agreement  evidencing  a
           Stand-Alone  SAR, in the event that the  Employment  of a Participant
           with the Company and its  Affiliates  shall  terminate for any reason
           other than Cause, Disability or death (A) Stand-Alone SARs granted to
           such  Participant,  to the extent that they were  exercisable  at the
           time of such  Termination  of  Employment,  shall remain  exercisable
           until the  expiration  of three  months  after  such  Termination  of
           Employment, on which date they shall expire, and (B) Stand-Alone SARs
           granted  to such  Participant,  to the  extent  that  they  were  not
           exercisable  at the time of such  Termination  of  Employment,  shall
           expire at the close of  business on the date of such  Termination  of
           Employment;  provided,  however,  that no  Stand-Alone  SAR  shall be
           exercisable after the expiration of its term.

                (ii) Unless  otherwise  provided in any  agreement  evidencing a
           Stand-Alone  SAR, in the event that the  Employment  of a Participant
           with the Company and its Affiliates shall terminate on account of the
           Disability or death of the Participant  (A) Stand-Alone  SARs granted
           to such Participant,  to the extent that they were exercisable at the
           time of such  Termination  of  Employment,  shall remain  exercisable
           until the expiration of the original term as provided for in the Plan
           or as specified in the agreement  evidencing the Stand-Alone SAR, and
           (B) Stand-Alone SARs granted to such Participant,  to the extent that
           they  were  not  exercisable  at the  time  of  such  Termination  of
           Employment, shall expire at the close of business on the date of such
           Termination of Employment.

                (iii) In the event of a Participant's  Termination of Employment
           for  Cause,   all  outstanding   Stand-Alone  SARs  granted  to  such
           Participant  shall  expire at the  commencement  of  business  on the
           effective date of such Termination of Employment.

           (e)    Acceleration of Exercise Date Upon Change in Control

                In the event a  Participant's  Termination  of Employment by the
Company, other than for Cause, on or after the occurrence of a Change in Control
but prior to the  expiration  of a  six-month  period  following  the  Change in
Control,  each  Stand-Alone  SAR granted under the Plan that is outstanding  and
unexercisable  immediately  prior to such Termination of Employment shall become
fully  and  immediately  exercisable  and  shall  remain  exercisable  until its
expiration, termination or cancellation pursuant to the terms of the Plan.

                                       13
<PAGE>

10.  Restricted Stock

           The Committee may grant shares of  Restricted  Stock  pursuant to the
Plan.  Each  grant of  shares  of  Restricted  Stock  shall be  evidenced  by an
agreement in such form and  containing  such terms and conditions and subject to
such  agreements  or  understandings  as the  Committee  shall from time to time
approve.  Each grant of shares of  Restricted  Stock  shall  comply  with and be
subject to the following terms and conditions:

           (a)    Issue Date and Vesting Date

                At the time of the  grant of  shares of  Restricted  Stock,  the
Committee  shall  establish  an Issue Date or Issue Dates and a Vesting  Date or
Vesting Dates with respect to such shares.  The Committee may divide such shares
into  classes and assign a different  Issue Date  and/or  Vesting  Date for each
class.  If the Committee does not specify a Vesting Date or Vesting Dates at the
time of the grant,  the shares  shall vest in three  equal  installments  on the
first,  second and third  anniversary  of the Issue Date.  Except as provided in
Sections  10(c) and 10(f)  hereof,  upon the  occurrence  of the Issue Date with
respect to a share of Restricted  Stock,  a share of  Restricted  Stock shall be
issued in accordance with the provisions of Section 10(d) hereof.  Provided that
all conditions to the vesting of a share of Restricted Stock imposed pursuant to
Section 10(b) hereof are satisfied, and except as provided in Sections 10(c) and
10(f) hereof, upon the occurrence of the Vesting Date with respect to a share of
Restricted  Stock,  such share shall vest and the  restrictions of Section 10(c)
hereof shall cease to apply to such share.

           (b)    Conditions to Vesting

                At the time of the  grant of  shares of  Restricted  Stock,  the
Committee may impose such restrictions or conditions,  not inconsistent with the
provisions  hereof,  to the  vesting  of  such  shares  as it,  in its  absolute
discretion,  deems appropriate.  By way of example and not by way of limitation,
the Committee may require, as a condition to the vesting of any class or classes
of shares of Restricted  Stock, that the Participant or the Company achieve such
performance  criteria as the  Committee  may specify at the time of the grant of
such shares.

           (c)    Restrictions on Transfer Prior to Vesting

                Prior to the vesting of a share of Restricted Stock, no transfer
of a  Participant's  rights with  respect to such share,  whether  voluntary  or
involuntary,  by operation of law or otherwise,  shall vest the transferee  with
any interest or right in or with respect to such share, but immediately upon any
attempt to  transfer  such  rights,  such share,  and all of the rights  related
thereto,  shall be forfeited by the  Participant and the transfer shall be of no
force or effect.

           (d)    Issuance of Certificates

                (i)  Except  as  provided  in  Sections  10(c) or 10(f)  hereof,
           reasonably  promptly  after the Issue Date with  respect to shares of
           Restricted  Stock,  the  Company  shall  cause  to be  issued a stock
           certificate,  registered in the name of the  Participant to whom such
           shares were  granted,  evidencing  such  shares;  provided,  that the
           Company shall not cause to be issued such a stock certificate  unless
           it has received a stock power duly  endorsed in blank with respect to
           such shares.  Each such stock  certificate  shall bear the  following
           legend:

                           The  transferability  of  this  certificate  and  the
                shares  of  stock   represented   hereby  are   subject  to  the
                restrictions,   terms  and  conditions   (including   forfeiture
                provisions and restrictions  against transfer)  contained in the
                2000 THCG,  Inc. Stock  Incentive Plan and an Agreement  entered
                into between the registered  owner of such shares and THCG, Inc.
                A copy of the Plan and Agreement is on file in the office of the
                Secretary of THCG,  Inc., 650 Madison  Avenue,  21st Floor,  New
                York, New York 10022.

                                       14
<PAGE>

Such legend shall not be removed  from the  certificate  evidencing  such shares
until such shares vest pursuant to the terms hereof.

                (ii)  Each  certificate  issued  pursuant  to  Section  10(d)(i)
           hereof,  together  with the stock  powers  relating  to the shares of
           Restricted Stock evidenced by such certificate, shall be deposited by
           the  Company  with  a  custodian  designated  by the  Company  (which
           custodian may be the Company). The Company shall cause such custodian
           to issue to the  Participant a receipt  evidencing  the  certificates
           held by it which are registered in the name of the Participant.

           (e)    Consequences Upon Vesting

                Upon the vesting of a share of Restricted  Stock pursuant to the
terms hereof,  the  restrictions of Section 10(c) hereof shall cease to apply to
such share. Reasonably promptly after a share of Restricted Stock vests pursuant
to the terms  hereof,  the Company shall cause to be issued and delivered to the
Participant  to whom such shares were  granted,  a certificate  evidencing  such
share,  free of the legend set forth in Section 10(d)(i)  hereof,  together with
any other property of the Participant held by the custodian  pursuant to Section
16(b) hereof.

           (f)    Effect of Termination of Employment

                (i) In the event that the  Employment of a Participant  with the
           Company shall terminate for any reason (other than a termination that
           is, or is deemed to have  been,  for Cause)  prior to the  vesting of
           shares of Restricted Stock granted to such Participant,  a proportion
           of such shares,  to the extent not  forfeited or canceled on or prior
           to such Termination of Employment  pursuant to any provision  hereof,
           shall  vest on the  date  of  such  Termination  of  Employment.  The
           proportion  referred to in the preceding  sentence shall initially be
           determined  by the  Committee at the time of the grant of such shares
           of  Restricted  Stock  and may be  based  on the  achievement  of any
           conditions  imposed by the  Committee  with  respect  to such  shares
           pursuant to Section 10(b).  Such  proportion may be equal to zero. In
           the absence of any such provision in an agreement evidencing an award
           of Restricted  Stock, a Participant's  Termination of Employment with
           the Company and its  Affiliates  for any reason  (including  death or
           Disability)  shall cause the  immediate  forfeiture  of all shares of
           Restricted  Stock  that  have  not  vested  as of the  date  of  such
           Termination of Employment.

                (ii) In the event a Participant's  Employment is or is deemed to
           have been  terminated  for  Cause,  all  shares of  Restricted  Stock
           granted to such  Participant that have not vested as of the effective
           date  of  such  Termination  of  Employment   immediately   shall  be
           forfeited.

           (g)    Effect of Change in Control

                In the event a  Participant's  Termination  of Employment by the
Company, other than for Cause, on or after the occurrence of a Change in Control
but prior to the  expiration  of a  six-month  period  following  the  Change in
Control,  all shares of  Restricted  Stock  which have not vested as of the date
immediately  prior to such  Termination  of  Employment  (including  those  with
respect to which the Issue Date has not yet occurred), or have not been canceled
or forfeited pursuant to any provision hereof, immediately shall vest.

11.  Phantom Stock

           The Committee may grant shares of Phantom Stock pursuant to the Plan.
Each grant of shares of Phantom Stock shall be evidenced by an agreement in such
form as the Committee  shall from time to time approve.  Each grant of shares of
Phantom  Stock  shall  comply  with and be  subject to the  following  terms and
conditions:

           (a)    Vesting Date

                                       15
<PAGE>

                At the  time of the  grant  of  shares  of  Phantom  Stock,  the
Committee  shall  establish a Vesting Date or Vesting Dates with respect to such
shares. The Committee may divide such shares into classes and assign a different
Vesting Date for each class. If the Committee does not specify a Vesting Date or
Vesting  Dates at the time of the grant,  the shares  shall vest in three  equal
installments  on the first,  second and third  anniversary  of the date on which
such Phantom Stock was granted. Provided that all conditions to the vesting of a
share of Phantom Stock imposed  pursuant to Section 11(c) hereof are  satisfied,
and except as provided  in Section  11(d)  hereof,  upon the  occurrence  of the
Vesting Date with respect to a share of Phantom Stock, such share shall vest.

           (b)    Benefit Upon Vesting

                Upon the  vesting of a share of  Phantom  Stock,  a  Participant
shall be entitled to receive,  within 30 days after the date on which such share
vests,  an amount in cash in a lump sum equal to the sum of (i) the Fair  Market
Value of a share of  Company  Stock on the date on which  such  share of Phantom
Stock vests and (ii) the aggregate amount of cash dividends paid with respect to
a share of Company  Stock the  record  date for which  occurs  during the period
commencing  on the date on which the share of  Phantom  Stock  was  granted  and
terminating on the date on which such share vests.

           (c)    Conditions to Vesting

                At the  time of the  grant  of  shares  of  Phantom  Stock,  the
Committee may impose such restrictions or conditions,  not inconsistent with the
provisions  hereof,  to the  vesting  of  such  shares  as it,  in its  absolute
discretion,  deems appropriate.  By way of example and not by way of limitation,
the Committee may require, as a condition to the vesting of any class or classes
of shares of Phantom Stock,  that the  Participant  or the Company  achieve such
performance  criteria as the  Committee  may specify at the time of the grant of
such shares of Phantom Stock.

           (d)    Effect of Termination of Employment

                (i) In the event that the  Employment of a Participant  with the
           Company and its Affiliates shall terminate for any reason (other than
           a termination that is, or is deemed to have been, for Cause) prior to
           the vesting of shares of Phantom Stock granted to such Participant, a
           proportion of such shares, to the extent not forfeited or canceled on
           or prior to such Termination of Employment  pursuant to any provision
           hereof, shall vest on the date of such Termination of Employment. The
           proportion  referred to in the preceding  sentence initially shall be
           determined  by the  Committee at the time of the grant of such shares
           of  Phantom  Stock  and  may  be  based  on  the  achievement  of any
           conditions  imposed by the  Committee  with  respect  to such  shares
           pursuant to Section 11(c).  Such  proportion may be equal to zero. In
           the absence of any such provision in an agreement evidencing an award
           of Phantom Stock, a Participant's  Termination of Employment with the
           Company  and  its  Affiliates  for any  reason  (including  death  or
           Disability)  shall cause the  immediate  forfeiture  of all shares of
           Phantom Stock that have not vested as of the date of such Termination
           of Employment.

                (ii) In the event a Participant's  Employment is or is deemed to
           have been  terminated for Cause,  all shares of Phantom Stock granted
           to such  Participant  which  have not  vested  as of the date of such
           Termination of Employment immediately shall be forfeited.

           (e)    Effect of Change in Control

                In the event a  Participant's  Termination  of Employment by the
Company, other than for Cause, on or after the occurrence of a Change in Control
but prior to the  expiration  of a  six-month  period  following  the  Change in
Control,  all  shares of  Phantom  Stock  which  have not  vested as of the date
immediately  prior to such Termination of Employment,  or have not been canceled
or forfeited pursuant to any provision hereof, immediately shall vest.

12.  Stock Bonuses

                                       16
<PAGE>

           The  Committee  may grant Stock  Bonuses in such  amounts as it shall
determine from time to time. A Stock Bonus shall be paid at such time (including
a future  date  selected by the  Committee  at the time of grant) and subject to
such  conditions  as the Committee  shall  determine at the time of the grant of
such Stock Bonus.  Certificates  for shares of Company  Stock granted as a Stock
Bonus shall be issued in the name of the Participant to whom such grant was made
and delivered to such Participant as soon as practicable after the date on which
such  Stock  Bonus is  required  to be paid.  Prior to the date on which a Stock
Bonus awarded  hereunder is required to be paid, such award shall  constitute an
unfunded,  unsecured  promise by the Company to distribute  Company Stock in the
future.

13.  Cash Bonuses

           The Committee may, in its absolute discretion, in connection with any
grant of Restricted Stock or Stock Bonus or at any time thereafter, grant a cash
bonus,  payable  promptly after the date on which the Participant is required to
recognize  income for federal income tax purposes in connection  with such grant
of  Restricted  Stock or Stock  Bonus,  in such amounts as the  Committee  shall
determine  from  time to time;  provided,  however,  that in no event  shall the
amount of a Cash Bonus  exceed the Fair Market  Value of the  related  shares of
Restricted  Stock or Stock Bonus on such date.  A Cash Bonus shall be subject to
such  conditions  as the Committee  shall  determine at the time of the grant of
such Cash Bonus.

14.  Grant of Dividend Equivalent Rights

           The Committee may, in its absolute discretion, in connection with any
Incentive  Award  (other  than an award of shares  of  Phantom  Stock),  grant a
Dividend  Equivalent Right entitling the Participant to receive amounts equal to
the ordinary dividends that would be paid on the shares of Company Stock covered
by such Incentive  Award if such shares then were  outstanding,  during the time
such  Incentive  Award is  outstanding  and (a) in the case of Options and SARs,
during  the time  such  Options  or SARs are  unexercised  or (b) in the case of
Restricted  Stock and Stock  Bonuses,  prior to the issue  date for the  related
shares of Company  Stock.  The Committee  shall  determine  whether any Dividend
Equivalent  Rights  shall be payable in cash,  in shares of Company  Stock or in
another  form,  the time or times at which  they  shall be made,  and such other
terms and  conditions  as the  Committee  shall deem  appropriate.  No  Dividend
Equivalent Right shall be conditioned on the exercise of any Option or SAR.

15.  Other Equity-Based Awards

           The  Committee may grant other types of  equity-based  awards in such
amounts and subject to such terms and conditions,  as the Committee shall in its
discretion  determine,  subject to the  provisions of the Plan.  Such  Incentive
Awards  may  entail  the  transfer  of  actual   shares  of  Company   Stock  to
Participants,  or payment in cash or otherwise of amounts  based on the value of
shares of Company Stock.

16.  Adjustment Upon Changes in Company Stock

           (a)    Shares Available for Grants

                In the event of any  change in the  number of shares of  Company
Stock outstanding by reason of any stock dividend or split, reverse stock split,
recapitalization,  merger,  consolidation,  combination or exchange of shares or
similar  corporate  change,  the maximum  number of shares of Company Stock with
respect to which the Committee may grant Incentive Awards under Section 3 hereof
shall be appropriately adjusted by the Committee.  In the event of any change in
the number of shares of Company Stock  outstanding  by reason of any other event
or  transaction,  the Committee may, but need not, make such  adjustments in the
number and class of shares of  Company  Stock  with  respect to which  Incentive
Awards  may be  granted  under  Section  3  hereof  as the  Committee  may  deem
appropriate.

           (b)    Outstanding Restricted Stock and Phantom Stock

                Unless  the  Committee  in  its  absolute  discretion  otherwise
determines,  any securities or other property (including dividends paid in cash)
received by a Participant with respect to a share of Restricted Stock, the

                                       17
<PAGE>

Issue Date with respect to which  occurs prior to such event,  but which has not
vested as of the date of such event,  as a result of any dividend,  stock split,
reverse  stock  split,  recapitalization,  merger,  consolidation,  combination,
exchange  of shares or  otherwise  will not vest until such share of  Restricted
Stock  vests,  and shall be promptly  deposited  with the  custodian  designated
pursuant to Paragraph 10(d)(ii) hereof.

                The Committee may, in its absolute discretion,  adjust any grant
of shares of  Restricted  Stock,  the Issue  Date with  respect to which has not
occurred as of the date of the occurrence of any of the following events, or any
grant of shares of Phantom Stock, to reflect any dividend,  stock split, reverse
stock split, recapitalization,  merger, consolidation,  combination, exchange of
shares or similar  corporate  change as the  Committee may deem  appropriate  to
prevent the enlargement or dilution of rights of Participants under the grant.

           (c)  Outstanding Options, LSARs, Tandem SARs, Stand-Alone SARs and
                Dividend Equivalent Rights-- Increase or Decrease in Issued
                Shares Without Consideration

                Subject  to  any  required  action  by the  stockholders  of the
Company, in the event of any increase or decrease in the number of issued shares
of Company Stock  resulting  from a subdivision  or  consolidation  of shares of
Company  Stock or the  payment  of a stock  dividend  (but only on the shares of
Company  Stock),  or any other increase or decrease in the number of such shares
effected without receipt of  consideration  by the Company,  the Committee shall
proportionally  adjust  the number of shares of  Company  Stock  subject to each
outstanding  Option,  LSAR,  Tandem SAR and  Stand-Alone  SAR,  and the exercise
price-per-share  of  Company  Stock of each such  Option,  LSAR,  Tandem SAR and
Stand-Alone SAR and the number of any related Dividend Equivalent Rights.

           (d)  Outstanding Options, LSARs, Tandem SARs, Stand-Alone SARs and
                Dividend Equivalent Rights -- Certain Mergers

                Subject  to  any  required  action  by the  stockholders  of the
Company, in the event that the Company shall be the surviving corporation in any
merger or  consolidation  (except a merger or consolidation as a result of which
the  holders  of  shares  of  Company  Stock   receive   securities  of  another
corporation),  each  Option,  LSAR,  Tandem SAR,  Stand-Alone  SAR and  Dividend
Equivalent Right  outstanding on the date of such merger or consolidation  shall
pertain to and apply to the securities  and/or other  property,  including cash,
which a holder of the number of shares of Company  Stock subject to such Option,
LSAR,  Tandem  SAR,  Stand-Alone  SAR or  Dividend  Equivalent  Right would have
received in such merger or consolidation

           (e)  Outstanding Options, LSARs, Tandem SARs, Stand-Alone SARs and
                Dividend Equivalent Rights -- Certain Other Transactions

                In the event of (i) a dissolution or liquidation of the Company,
(ii) a sale of all or substantially all of the Company's assets,  (iii) a merger
or consolidation involving the Company in which the Company is not the surviving
corporation or (iv) a merger or consolidation involving the Company in which the
Company is the surviving  corporation but the holders of shares of Company Stock
receive securities of another corporation and/or other property, including cash,
the Committee shall, in its absolute discretion, have the power to:

                (A) cancel,  effective  immediately  prior to the  occurrence of
           such event, each Option (including each LSAR,  Tandem-SAR or Dividend
           Equivalent Right related thereto) and Stand-Alone SAR (including each
           Dividend  Equivalent Right related thereto)  outstanding  immediately
           prior to such event (whether or not then  exercisable),  and, in full
           consideration  of such  cancellation,  pay to the Participant to whom
           such Option or  Stand-Alone  SAR was  granted an amount in cash,  for
           each share of Company  Stock  subject to such  Option or  Stand-Alone
           SAR,  respectively,  equal  to  the  excess  of  (x)  the  value,  as
           determined  by the  Committee  in  its  absolute  discretion,  of the
           securities  and/or other  property,  including  cash  received by the
           holder of a share of Company Stock as a result of such event over (y)
           the exercise price of such Option or Stand-Alone SAR; or

                (B) provide  for the  exchange  of each  Option  (including  any
           related  LSAR,   Tandem  SAR  or  Dividend   Equivalent   Right)

                                       18
<PAGE>

           and Stand-Alone SAR (including any related Dividend Equivalent Right)
           outstanding  immediately  prior to such  event  (whether  or not then
           exercisable)  for  an  option  on or  stock  appreciation  right  and
           dividend  equivalent  right with respect to, as appropriate,  some or
           all of the securities and/or other property,  including cash, which a
           holder  of the  number of shares of  Company  Stock  subject  to such
           Option or  Stand-Alone  SAR would have  received in such  transaction
           and, incident thereto,  make an equitable adjustment as determined by
           the Committee in its absolute discretion in the exercise price of the
           option or stock appreciation right, or the number of shares or amount
           of  property  subject  to the  option,  stock  appreciation  right or
           dividend  equivalent  right or, if  appropriate,  provide  for a cash
           payment to the Participant to whom such Option or Stand-Alone SAR was
           granted in partial  consideration  for the  exchange of the Option or
           Stand-Alone SAR.

                In  the  event  that  the   Committee   does  not  exercise  the
discretionary  power granted it under this Section 16(e), each Option (including
any related LSAR,  Tandem SAR or Dividend  Equivalent Right) and Stand-Alone SAR
(including any related Dividend Equivalent Right) outstanding  immediately prior
to such event  (whether  or not then  exercisable)  shall be  converted  into an
option on or stock appreciation right and dividend equivalent right, as the case
may be, to acquire for the same exercise  price-per-share  the securities and/or
other  property,  including  cash,  which a holder  of the  number  of shares of
Company Stock subject to such Option or  Stand-Alone  SAR would have received in
such transaction.

           (f)  Outstanding Options, LSARs, Tandem SARs, Stand-Alone SARs  and
                Dividend Equivalent Rights -- Other Changes

                In the event of any change in the  capitalization of the Company
or a  corporate  change  other than those  specifically  referred to in Sections
16(c), (d) or (e) hereof,  the Committee may, in its absolute  discretion,  make
such  adjustments in the number and class of shares  subject to Options,  LSARs,
Tandem SARs,  Stand-Alone SARs and Dividend Equivalent Rights outstanding on the
date on which such change  occurs and in the  per-share  exercise  price of each
such Option,  LSAR, Tandem SAR and Stand-Alone SAR as the Committee may consider
appropriate to prevent dilution or enlargement of rights. In addition, if and to
the extent the Committee  determines it is appropriate,  the Committee may elect
to cancel each Option  (including each LSAR,  Tandem-SAR or Dividend  Equivalent
Right related  thereto) and Stand-Alone SAR (including each Dividend  Equivalent
Right related thereto)  outstanding  immediately prior to such event (whether or
not then exercisable),  and, in full consideration of such cancellation,  pay to
the  Participant to whom such Option or Stand-Alone SAR was granted an amount in
cash, for each share of Company Stock subject to such Option or Stand-Alone SAR,
respectively,  equal to the excess of (i) the Fair Market Value of Company Stock
on the date of such  cancellation over (ii) the exercise price of such Option or
Stand-Alone SAR.

           (g)  No Other Rights

                Except as expressly  provided in the Plan, no Participant  shall
have any rights by reason of any subdivision or consolidation of shares of stock
of any class,  the  payment of any  dividend,  any  increase  or decrease in the
number of shares of stock of any class or any dissolution,  liquidation,  merger
or  consolidation of the Company or any other  corporation.  Except as expressly
provided  in the Plan,  no  issuance  by the  Company  of shares of stock of any
class,  or  securities  convertible  into  shares of stock of any  class,  shall
affect,  and no adjustment by reason  thereof shall be made with respect to, the
number of shares of Company Stock subject to an Incentive  Award or the exercise
price of any Option, LSAR, Tandem SAR or Stand-Alone SAR.

17.  Rights as a Stockholder

           No person shall have any rights as a stockholder  with respect to any
shares of Company Stock  covered by or relating to any  Incentive  Award granted
pursuant  to this Plan until the date the  Participant  becomes  the  registered
owner of such  shares.  Except as  otherwise  expressly  provided  in Section 16
hereof,  no  adjustment  to any  Incentive  Award shall be made for dividends or
other  rights  for which the  record  date  occurs  prior to the date such stock
certificate is issued.

18.  No Special Employment Rights; No Right to Incentive Award

                                       19
<PAGE>

           Nothing  contained  in the Plan or any  Incentive  Award shall confer
upon  any  Participant  any  right  with  respect  to  the  continuation  of his
Employment  by the Company or interfere in any way with the right of the Company
or an Affiliate,  subject to the terms of any separate  employment  agreement to
the  contrary,  at any time to  terminate  such  Employment  or to  increase  or
decrease the  compensation of the Participant  from the rate in existence at the
time of the grant of an Incentive Award.

           No person shall have any claim or right to receive an Incentive Award
hereunder.  The  Committee's  granting of an Incentive Award to a Participant at
any time shall neither require the Committee to grant an Incentive Award to such
Participant  or any other  Participant  or other person at any time nor preclude
the Committee  from making  subsequent  grants to such  Participant or any other
Participant or other person.

19.  Securities Matters

           (a)  The  Company   shall  be  under  no  obligation  to  effect  the
registration  pursuant to the Securities Act of any interests in the Plan or any
shares of Company Stock to be issued  hereunder or to effect similar  compliance
under any state  laws.  Notwithstanding  anything  herein to the  contrary,  the
Company  shall  not  be  obligated  to  cause  to be  issued  or  delivered  any
certificates  evidencing shares of Company Stock pursuant to the Plan unless and
until the Company is advised by its counsel  that the  issuance  and delivery of
such  certificates  is in compliance  with all applicable  laws,  regulations of
governmental  authority and the requirements of any securities exchange on which
shares of Company Stock are traded. The Committee may require, as a condition of
the issuance and delivery of  certificates  evidencing  shares of Company  Stock
pursuant  to the terms  hereof,  that the  recipient  of such  shares  make such
covenants, agreements and representations,  and that such certificates bear such
legends, as the Committee, in its sole discretion, deems necessary or desirable.

           (b) The exercise of any Option granted  hereunder  shall be effective
only at such time as  counsel to the  Company  shall  have  determined  that the
issuance and delivery of shares of Company Stock pursuant to such exercise is in
compliance with all applicable laws,  regulations of governmental  authority and
the requirements of any securities exchange on which shares of Company Stock are
traded.  The Committee may, in its sole discretion,  defer the  effectiveness of
any  exercise of an Option  granted  hereunder in order to allow the issuance of
shares of Company Stock pursuant  thereto to be made pursuant to registration or
an exemption from  registration or other methods for compliance  available under
federal or state  securities laws. The Committee shall inform the Participant in
writing of its decision to defer the  effectiveness of the exercise of an Option
granted  hereunder.  During the period that the effectiveness of the exercise of
an Option has been deferred,  the Participant  may, by written notice,  withdraw
such exercise and obtain a refund of any amount paid with respect thereto.

20.  Withholding Taxes

           (a)    Cash Remittance

                Whenever  shares of  Company  Stock  are to be  issued  upon the
exercise of an Option,  the  occurrence  of the Issue Date or Vesting  Date with
respect to a share of  Restricted  Stock or the payment of a Stock Bonus,  or in
connection with a Dividend Equivalent Right, the Company shall have the right to
require the Participant to remit to the Company,  in cash, an amount  sufficient
to satisfy the federal,  state and local withholding tax  requirements,  if any,
attributable  to such  exercise,  occurrence or payment prior to the delivery of
any certificate or certificates for such shares. In addition,  upon the exercise
of an LSAR,  Tandem  SAR or  Stand-Alone  SAR,  the grant of a Cash Bonus or the
making of a payment  with  respect  to a share of  Phantom  Stock or a  Dividend
Equivalent  Right,  the Company  shall have the right to withhold  from any cash
payment required to be made pursuant thereto an amount sufficient to satisfy the
federal,  state and local withholding tax requirements,  if any, attributable to
such exercise or grant.

           (b)    Stock Remittance

                At the election of the  Participant,  subject to the approval of
the  Committee,  when shares of Company Stock are to be issued upon the exercise
of an Option,  the occurrence of the Issue Date or the Vesting Date with respect
to a share of  Restricted  Stock or the grant of a Stock Bonus,  or a payment in
connection with a

                                       20
<PAGE>

Dividend  Equivalent Right, in lieu of the remittance  required by Section 20(a)
hereof,  the Participant may tender to the Company a number of shares of Company
Stock,  the  Fair  Market  Value  of which  at the  tender  date  the  Committee
determines to be sufficient to satisfy the federal,  state and local withholding
tax requirements,  if any, attributable to such exercise,  occurrence,  grant or
payment and not greater than the  Participant's  estimated total federal,  state
and local tax obligations  associated with such exercise,  occurrence,  grant or
payment.

           (c)    Stock Withholding

                The Company  shall have the right,  when shares of Company Stock
are to be issued upon the  exercise of an Option,  the  occurrence  of the Issue
Date or the  Vesting  Date with  respect to a share of  Restricted  Stock or the
grant of a Stock  Bonus or a payment in  connection  with a Dividend  Equivalent
Right, in lieu of requiring the remittance  required by Section 20(a) hereof, to
withhold a number of such shares, the Fair Market Value of which at the exercise
date the Committee determines to be sufficient to satisfy the federal, state and
local  withholding  tax  requirements,  if any,  attributable  to such exercise,
occurrence, grant or payment and is not greater than the Participant's estimated
total federal,  state and local tax  obligations  associated with such exercise,
occurrence, grant or payment.

21.  Amendment or Termination of the Plan

           The Board of Directors may, at any time,  suspend or discontinue  the
Plan or revise or amend it in any respect whatsoever; provided, however, that if
and to the extent  required  under Section 422 of the Code (if and to the extent
that the Board of Directors deems it appropriate to comply with Section 422) and
if and to the extent  required to treat some or all of the  Incentive  Awards as
"performance-based  compensation"  within the  meaning of Section  162(m) of the
Code, (if and to the extent that the Board of Directors  deems it appropriate to
meet such requirements), no amendment shall be effective without the approval of
the  stockholders  of the  Company,  that (a) except as  provided  in Section 16
hereof,  increases  the number of shares of Company  Stock with respect to which
Incentive  Awards  may be  issued  under  the Plan,  (b)  modifies  the class of
individuals  eligible to participate in the Plan or (c) materially increases the
benefits  accruing to  individuals  pursuant to the Plan.  Nothing  herein shall
restrict  the  Committee's  ability  to  exercise  its  discretionary  authority
hereunder  pursuant  to  Section 4 hereof,  which  discretion  may be  exercised
without  amendment to the Plan. No action under this Section 21 may, without the
consent of a Participant,  reduce the Participant's  rights under any previously
granted and  outstanding  Incentive Award except to the extent that the Board of
Directors  determines that such amendment is necessary or appropriate to prevent
such  Incentive  Awards from  constituting  "applicable  employee  remuneration"
within the meaning of Section 162(m) of the Code.

22.  No Obligation to Exercise

           The  grant  to a  Participant  of an  Option,  LSAR,  Tandem  SAR  or
Stand-Alone  SAR shall impose no obligation  upon such  Participant  to exercise
such Option, LSAR, Tandem SAR or Stand-Alone SAR.

23.  Transfers Upon Death

           Upon the death of a Participant, outstanding Incentive Awards granted
to such Participant may be exercised only by the executors or  administrators of
the  Participant's  estate or by any person or persons  who shall have  acquired
such right to exercise by will or by the laws of descent  and  distribution.  No
transfer by will or the laws of descent and distribution of any Incentive Award,
or the right to exercise  any  Incentive  Award,  shall be effective to bind the
Company  unless the Committee  shall have been furnished with (a) written notice
thereof and with a copy of the will and/or such  evidence as the  Committee  may
deem necessary to establish the validity of the transfer and (b) an agreement by
the  transferee  to comply with all the terms and  conditions  of the  Incentive
Award that are or would have been  applicable to the Participant and to be bound
by the  acknowledgments  made by the Participant in connection with the grant of
the Incentive Award. Except as provided in this Section 23, or in any applicable
agreement pursuant to Sections 6(d)(iv),  7(b)(iv), 8(b)(iv), or 9(c)(iv) of the
Plan, no Incentive Award shall be  transferable,  and Incentive  Awards shall be
exercisable only by a Participant during the Participant's lifetime.

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24.  Expenses and Receipts

           The expenses of the Plan shall be paid by the  Company.  Any proceeds
received by the Company in connection  with any Incentive Award will be used for
general corporate purposes.

25.  Limitations Imposed by Section 162(m)

           Notwithstanding any other provision  hereunder,  prior to a Change in
Control,  if and to the  extent  that the  Committee  determines  the  Company's
federal  tax  deduction  in  respect of an  Incentive  Award may be limited as a
result of  Section  162(m) of the Code,  the  Committee  may take the  following
actions:

           (a)  With  respect  to  Options,  Tandem  SARs,  Stand-Alone  SARs or
Dividend  Equivalent Rights, the Committee may delay the exercise or payment, as
the case may be, in respect of such Options,  Tandem SARs,  Stand-Alone  SARs or
Dividend Equivalent Rights until a date that is within 30 days after the earlier
to occur of (i) the date that  compensation paid to the Participant no longer is
subject to the deduction  limitation  under Section  162(m) of the Code and (ii)
the occurrence of a Change in Control. In the event that a Participant exercises
an Option,  Tandem SAR or Stand-Alone  SAR or would receive a payment in respect
of a  Dividend  Equivalent  Right at a time when the  Participant  is a "covered
employee," and the Committee determines to delay the exercise or payment, as the
case may be, in respect of any such Incentive  Award, the Committee shall credit
cash or, in the case of an amount  payable in  Company  Stock,  the Fair  Market
Value of the Company Stock,  payable to the  Participant to a book account.  The
Participant  shall have no rights in respect of such book account and the amount
credited thereto shall not be transferable by the Participant other than by will
or laws of descent and distribution. The Committee may credit additional amounts
to such  book  account  as it may  determine  in its sole  discretion.  Any book
account created hereunder shall represent only an unfunded  unsecured promise by
the Company to pay the amount credited thereto to the Participant in the future.

           (b) With  respect  to  Restricted  Stock,  Phantom  Stock  and  Stock
Bonuses, the Committee may require the Participant to surrender to the Committee
any  certificates  with  respect  to  Restricted  Stock  and Stock  Bonuses  and
agreements  with respect to Phantom Stock, in order to cancel the awards of such
Restricted Stock,  Phantom Stock and Stock Bonuses (and any related Cash Bonuses
or Dividend Equivalent Rights). In exchange for such cancellation, the Committee
shall  credit to a book  account a cash amount equal to the Fair Market Value of
the shares of Company Stock subject to such awards.  The amount  credited to the
book account shall be paid to the  Participant  within 30 days after the earlier
to occur of (i) the date that  compensation paid to the Participant no longer is
subject to the deduction  limitation  under Section  162(m) of the Code and (ii)
the occurrence of a Change in Control.  The Participant  shall have no rights in
respect  of such book  account  and the  amount  credited  thereto  shall not be
transferable  by the  Participant  other  than by will  or laws of  descent  and
distribution.  The Committee may credit additional  amounts to such book account
as it may determine in its sole discretion.  Any book account created  hereunder
shall  represent  only an unfunded  unsecured  promise by the Company to pay the
amount credited thereto to the Participant in the future.

26.  Failure to Comply

           In addition to the  remedies of the Company  elsewhere  provided  for
herein,  a failure by a Participant (or beneficiary or permitted  transferee) to
comply  with  any of the  terms  and  conditions  of the  Plan or the  agreement
executed by such Participant (or beneficiary or permitted transferee) evidencing
an  Incentive  Award,  unless such failure is remedied by such  Participant  (or
beneficiary or permitted  transferee) within ten days after having been notified
of such  failure by the  Committee,  shall be grounds for the  cancellation  and
forfeiture of such Incentive  Award,  in whole or in part, as the Committee,  in
its absolute discretion, may determine.

27.  Effective Date of Plan

           The Plan was adopted by the Board of  Directors on February 15, 2000,
subject to approval by the stockholders of the Company.  Incentive Awards may be
granted  under the Plan at any time  prior to the  receipt  of such  stockholder
approval;  provided,  however,  that each such  grant  shall be  subject to such
approval.  Without limitation on the foregoing,  no Option,  LSAR, Tandem SAR or
Stand-Alone SAR may be exercised prior to the

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<PAGE>

receipt of such approval,  no share  certificate  shall be issued  pursuant to a
grant of  Restricted  Stock or Stock Bonus prior to the receipt of such approval
and no Cash Bonus or payment  with  respect  to a Dividend  Equivalent  Right or
share of Phantom Stock shall be paid prior to the receipt of such  approval.  If
the Plan is not so approved on or before February 15, 2000 then the Plan and all
Incentive Awards then outstanding  under the Plan shall forthwith  automatically
terminate and be of no force or effect.

28.  Term of the Plan

           The right to grant  Incentive  Awards  under the Plan will  terminate
upon the expiration of 10 years after the date the Plan was adopted.

29.   Application of Investment Company Act of 1940

           Any  provision of this Plan that would  conflict  with a provision of
the Investment  Company Act of 1940, to the extent  applicable to the Company or
any Affiliate, shall have no force or effect.

30.   Forfeiture of Gain from Awards in Certain Events

           To the extent that a Participant  breaches any  restrictive  covenant
applicable to the  Participant  (such as a  noncompetition,  nonsolicitation  or
nondisclosure  covenant) within one year after the date on which the Participant
exercises an Option,  LSAR,  Tandem SAR or Stand-Alone SAR, or the date on which
any  Restricted  Stock  or  Phantom  Stock  vests,  or the  date  on  which  the
Participant realizes income with respect to any other Incentive Award (each such
event, a "Realization  Event"),  then any gain realized by the Participant  from
the  Realization  Event  shall  be  paid  by  the  Participant  to  the  Company
immediately  upon notice from the Company.  Such gain shall be  determined as of
the date of the Realization  Event,  without regard to any subsequent  change in
the Fair  Market  Value of a share  of  Company  Stock.  To the  fullest  extent
permitted by  applicable  law,  the Company  shall have the right to offset such
gain  against  any  amounts  otherwise  owed to the  Participant  by the Company
(whether  as  wages,  vacation  pay or  pursuant  to any  benefit  plan or other
compensatory arrangement or otherwise).

31.  Applicable Law

           Except to the extent  preempted  by any  applicable  federal law, the
Plan will be construed and administered in accordance with the laws of the State
of New York, without reference to the principles of conflict of laws.

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