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                                                                   Exhibit 10.17

                            HOMEBASE ACQUISITION, LLC

                           2003 RESTRICTED SHARE PLAN

                      (AS ADOPTED BY THE BOARD OF MANAGERS
                               ON AUGUST 28, 2003)

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                            HOMEBASE ACQUISITION, LLC
                              RESTRICTED SHARE PLAN

      1.    PURPOSE. The purpose of the Plan is to give Key Employees of
Homebase Acquisition, LLC, a Delaware limited liability company (the "Company"),
and its Subsidiaries the opportunity to acquire Common Shares of the Company, to
provide an incentive for the Key Employees to continue to promote the best
interests of the Company and its Subsidiaries and to enhance their long-term
performance, and to provide an incentive for the Key Employees to join or remain
with the Company and its Subsidiaries.

      2.    DEFINITIONS. Capitalized terms used but not otherwise defined herein
shall have the same meaning as set forth in the Operating Agreement. For
purposes of this Plan, unless otherwise specified in an Agreement, capitalized
terms shall have the following meanings:

            "Agreement" means the written agreement between the Company and a
Grantee evidencing the grant of an Award and setting forth the terms and
conditions thereof.

            "Award" means a grant of Common Shares.

            "Board" means the Board of Managers of the Company.

            "Cause" means, unless otherwise provided in an Agreement, (i) the
Grantee's gross negligence or willful misconduct in the performance of his or
her duties, (ii) the Grantee's willful or grossly negligent failure to perform
his or her duties, (iii) the breach by the Grantee of any written covenants to
the Company or a Subsidiary contained in the Operating Agreement or otherwise,
(iv) dishonest, fraudulent or unlawful behavior by the Grantee (whether or not
in conjunction with employment) or the Grantee being subject to a judgment,
order or decree (by consent or otherwise) by any governmental or regulatory
authority that restricts his or her ability to engage in the business conducted
by the Company or a Subsidiary or (v) willful or reckless breach by the Grantee
of any policy adopted by the Company or a Subsidiary concerning conflicts of
interest, standards of business conduct or fair employment practices or
procedures with respect to compliance with applicable laws.

            "Change in Capitalization" means any increase or reduction in the
number of Common Shares, or any change (including, but not limited to, a change
in value) in the Common Shares, or exchange of Common Shares for a different
number or kind of shares or other securities of the Company, by reason of a
reclassification, recapitalization, merger, consolidation, reorganization,
spin-off, split-up, issuance of warrants or rights or other convertible
securities, share distribution, share split or reverse share split, cash
dividend, property dividend, combination or exchange of Shares, repurchase of
Shares, change in corporate structure or otherwise.

            "Change of Control" means the occurrence during the term of the Plan
of:

            (a)   an acquisition (other than directly from the Company) of
      Common Shares, Class A Preferred Shares or other voting equity interests
      of the Company ("Voting Securities") by any Person or Persons, other than
      the Company, any Member of the Company as of the Effective Date (as
      defined below) of this Agreement, a Subsidiary or

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      any of their affiliates, immediately after which such Person or Persons
      directly or indirectly owns fifty percent (50%) or more of the combined
      voting power of the Company's then outstanding Units; provided, however,
      that in determining whether a Change of Control has occurred, Shares which
      are acquired in a `Non-Control Acquisition' (as hereinafter defined) shall
      not constitute an acquisition that would cause a Change of Control. A
      "Non-Control Acquisition" shall mean an acquisition by (i) an employee
      benefit plan (or a trust forming a part thereof) maintained by (A) the
      Company or (B) any corporation, partnership or other Person of which a
      majority of its voting power or its voting equity securities or equity
      interest is owned, directly or indirectly, by the Company, or a
      Subsidiary, (ii) the Company or one or more Subsidiaries, or (iii) any
      Person in connection with a "Non-Control Transaction" (as hereinafter
      defined);

            (b)   the consummation of a merger, consolidation or business
      combination (a "Transaction") involving the Company, unless (x) holders of
      equity interests in the Company, or their affiliates, immediately before
      such Transaction own, directly or indirectly immediately following such
      Transaction, at least fifty-one percent (51%) of the combined voting power
      of the outstanding equity interests of the entity resulting from such
      Transaction (the "Surviving Entity");

            (c)   a complete liquidation or dissolution of the Company; or

            (d)   the sale or other disposition of more than fifty percent (50%)
      of the net assets of the Company to any Person or Persons (other than a
      transfer to a Subsidiary or to one or more Persons who are Members of the
      Company or their affiliates as of the Effective Date of this Agreement). A
      transaction described in clause (x) of subsection (b) hereof shall be
      referred to as a "Non-Control Transaction."

Notwithstanding the foregoing, none of the events described in clauses (a), (b),
(c) or (d) above shall constitute a Change of Control if, after giving effect
thereto, the Company's principal business is conducted through an entity, the
voting control of which is held, directly or indirectly, by Persons (or their
affiliates) that, directly or indirectly, collectively held voting control of
the Company immediately prior to such event.

Notwithstanding the foregoing, a Change of Control shall not be deemed to occur
solely because any Person or Persons (other than a Subsidiary or one or more
Persons who are Members of the Company as of the Effective Date of this
Agreement) (the "Subject Person(s)") acquired direct or indirect ownership of
more than the permitted amount of the outstanding Voting Securities as a result
of the acquisition of Voting Securities by the Company which, by reducing the
number of Voting Securities outstanding, increases the proportional number of
Common Shares or Class A Preferred Shares directly or indirectly owned by the
Subject Person(s), provided that if a Change of Control would occur (but for the
operation of this sentence) as a result of the acquisition of Voting Securities
by the Company, and after such acquisition by the Company, the Subject Person(s)
becomes the direct or indirect owner(s) of any additional Voting Securities that
increases the percentage of the then outstanding Voting Securities indirectly or
directly owned by the Subject Person(s), then a Change of Control shall occur.

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            "Class A Preferred Shares" means Membership Rights in the Company
having the economic and voting rights set forth in the Operating Agreement with
respect to "Class A Preferred Shares."

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

            "Common Shares" means Membership Rights in the Company having the
economic and voting rights set forth in the Operating Agreement with respect to
"Common Shares," subject, in the case of Common Shares issued to Key Employees
out of the Management Incentive Pool, to such modifications and limitations on
such Membership Rights as may be specified in one or more separate agreements
between the Company and Employee Member pursuant to which such Common Shares are
issued.

            "Disability" means, with respect to a Key Employee, such employees
being substantially unable to perform his assigned duties on behalf of the
Company or any Subsidiary thereof, as the case may be, for more than ninety (90)
days, whether or not consecutive, in any twelve (12) month period, by reason of
incapacity due to physical or mental illness or injury.

            "Effective Date" shall mean August 28, 2003, the date on which the
Board adopted the Plan.

            "Grantee" means a Key Employee to whom an Award has been granted
under the Plan.

            "Key Employee" means an employee of the Company or any Subsidiary
thereof approved by the Board for participation in the Plan on the basis of his
or her ability to contribute significantly to the growth and profitability of
the Company or any of its Subsidiaries.

            "Management Incentive Pool" means up to 1,000,000 Common Shares or
such greater number thereof as may be approved by the Board for award pursuant
to this Plan and reserved for issuance at the Board's discretion to Persons who
are employed by the Company or any Subsidiary.

            "Operating Agreement" means the Operating Agreement of the Company,
as amended from time to time.

            "Person" includes any individual, corporation, association,
partnership (general or limited), joint venture, trust, estate, limited
liability company, or other legal entity or organization.

            "Plan" means the Homebase Acquisition, LLC 2003 Restricted Share
Plan.

            "Shares" means the Common Shares and the Class A Preferred Shares of
the Company.

            "Subsidiary(ies)" means Consolidated Communications Holdings, Inc.
and any other Person the majority of the Capital Securities of which, directly,
or indirectly through Consolidated Communications Holdings, Inc. or one or more
other Persons, (i) the Company has

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the right to acquire or (ii) is owned or controlled by the Company. As used in
this definition, "control," including, its correlative meanings, "controlled by"
and "under common control with," shall mean possession, directly or indirectly,
of power to direct or cause the direction of management or policies (whether
through ownership of Capital Securities by contract or otherwise).

            "Vested Shares" means Common Shares awarded pursuant to this Plan,
as to which, at the time in question, all restrictions in respect of such Common
Shares have lapsed (other than the restrictions on transferability described in
Section 6.2(a)) and have become fully vested and non-forfeitable pursuant to
Section 5 of this Agreement.

            "Unvested Shares" means the Common Shares awarded pursuant to this
Plan, that, at the time in question, are not Vested Shares.

      3.    AWARDS. At any time after the Effective Date, the Board may, in its
sole discretion, grant Awards to Key Employees, whether or not such Key
Employees previously had been granted Awards, on such terms and conditions
consistent with the Plan as the Board shall determine. Awards may be made on
terms and conditions (which need not be identical) fixed by the Board. Awards
shall be made in the form of Common Shares that may be subject to certain
restrictions on vesting as set forth in this Plan and certain additional
restrictions that may be set forth in the Agreement between the Company and each
Key Employee. Such Awards shall be granted, and the Common Shares underlying
such Awards shall be issued, in consideration of the performance of services and
for such other consideration, if any, as the Board may determine. A Grantee's
rights with respect to unvested Common Shares shall remain forfeitable at all
times prior to the date on which the restrictions thereon shall have lapsed.

      4.    ADMINISTRATION. The Plan shall be administered by the Board. No
Director shall be liable for any action, failure to act, determination or
interpretation made in good faith with respect to the Plan or any transaction
hereunder, except for liability arising from his or her own willful misfeasance,
gross negligence or reckless disregard of his or her duties. The Company hereby
agrees to indemnify each Director for all costs and expenses and, to the extent
permitted by applicable law, any liability incurred in connection with defending
against, responding to, negotiating for the settlement of or otherwise dealing
with, any claim, cause of action or dispute of any kind arising in connection
with any actions in administering the Plan or in authorizing or denying
authorization for any transaction hereunder.

Subject to the express terms and conditions set forth herein, the Board shall
have the power from time to time to:

            (a)   make any amendment or modification to any Agreement consistent
      with the terms of the Plan;

            (b)   construe and interpret the Plan and the Awards and establish,
      amend and revoke rules and regulations for the administration of the Plan,
      including, but not limited to, correcting any defect or supplying any
      omission, or reconciling any inconsistency in the Plan or in any Agreement
      or between the Plan and any Agreement, in the manner and to the extent it
      shall deem necessary or advisable so that the Plan complies with

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      applicable law, and otherwise to make the Plan fully effective. All
      decisions and determinations by the Board in the exercise of this power
      shall be final, binding and conclusive upon the Company, its Subsidiaries,
      the Grantees and all other persons having any interest therein;

            (c)   exercise its discretion with respect to the powers and rights
      granted to it as set forth in the Plan; and

            (d)   generally, exercise such powers and perform such acts as it
      deems necessary or advisable to promote the best interests of the Company
      and its Subsidiaries with respect to the Plan.

Unless the Board agrees otherwise, the maximum number of Common Shares that may
be made the subject of Awards granted under the Plan is 1,000,000. The Company
previously has reserved for purposes of the Plan, out of its authorized but
unissued Common Shares, such number of Common Shares.

      5.    VESTING.

            5.1   GENERAL VESTING RULES. Except as otherwise provided in this
Section 5.1 and in Section 5.2, 5.3, 5.4, 5.5, 5.6 or in the Agreement between
the Company and the Grantee, Common Shares issued pursuant to an Award granted
under this Plan shall vest as follows provided that the Grantee is a full-time
employee of the Company or any Subsidiary thereof on the anniversary date in
question:

                  (a)   1/4 on the second anniversary date following the date of
                        the Award;

                  (b)   1/4 on the third anniversary date following the date of
                        the Award;

                  (c)   1/4 on the fourth anniversary date following the date of
                        the Award; and

                  (d)   1/4 on the fifth anniversary date following the date of
                        the Award.

            Notwithstanding the foregoing, Awards granted during the months of
August through December of 2003 shall vest as follows:

            (a)   1/4 on December 31, 2004;

            (b)   1/4 on December 31, 2005;

            (c)   1/4 on December 31, 2006; and

            (d)   1/4 on December 31, 2007.

The Board may accelerate the vesting of Common Shares at any time for any
reason.

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            5.2   CHANGE OF CONTROL, AND RELATED TRANSACTIONS. Notwithstanding
anything in the Plan to the contrary, upon a Change of Control, all Unvested
Shares awarded to the Grantee pursuant to this Plan (or, if applicable, the
equity interests received by the Grantee in connection with the Change in
Control) shall immediately become Vested Shares if within 12 months following a
Change of Control any of the following occur in respect of the Grantee and, in
the case of the conditions specified in Section 5.2(c) below, the Grantee first
provides written notice to the Company of the occurrence thereof:

                  (a)   the Grantee's employment with the Company, a Subsidiary
      thereof or the successor in interest to the Company or its Subsidiary
      pursuant to the Change in Control, is terminated without Cause by the
      Company, a Subsidiary of the Company or any such successor in interest;

                  (b)   the Grantee's compensation is reduced to less than 90%
      of the Grantee's compensation from the Company or any Subsidiary thereof
      immediately prior to the Change in Control; or

                  (c)   without the Grantee's consent, the Grantee is assigned
      duties and responsibilities that are materially inconsistent with his or
      her level of responsibility as an executive officer.

Notwithstanding the foregoing, Unvested Shares shall not become Vested Shares
pursuant to the conditions specified in Section 5.2(c) if, within thirty (30)
days after receipt of written notice by the Company from the Grantee objecting
to such duties and responsibilities and specifying in reasonable detail the
extent to which such duties and responsibilities are inconsistent, the Company
modifies the Grantee's assigned duties and responsibilities so that such
condition does not exist as of the end of such thirty (30) day period.

            5.3   DEATH OR DISABILITY. If a Grantee's employment with the
Company or any Subsidiary thereof terminates as a result of the death or
Disability of the Grantee, subject to the call right granted to the Company in
Section 7, the Grantee (or the Grantee's successors, heirs, personal
representatives and assigns, as the case may be) shall retain all Vested Shares
but shall forfeit all of the Grantee's rights to all Unvested Shares.

            5.4   TERMINATION WITHOUT CAUSE. In the event a Grantee's employment
by the Company or any Subsidiary thereof is terminated by the Company or any
such Subsidiary without Cause, subject to the call right granted to the Company
in Section 7, the Grantee shall retain all Vested Shares but (except as
otherwise provided in Section 5.2) shall forfeit all of the Grantee's rights to
all Unvested Shares.

            5.5   FORFEITURE. Unless otherwise provided in an Agreement, the
Grantee ( or the Grantee's successors, heirs, personal representatives and
assigns, as the case may be) shall be required to sell and the Company shall be
required to purchase, all Vested Shares and Unvested Shares of the Grantee (or
such Grantee's successors, heirs personal representatives and assigns) upon the
occurrence of any of the following events: (a) termination of the Grantee's
employment with the Company or any Subsidiary thereof for Cause, or (b) any
attempted or completed transfer, sale, pledge, hypothecation, or assignment (a
"Transfer") by the Grantee of the Grantee's Common Shares without the prior
written approval of the Board. The purchase

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price for such Shares shall equal the aggregate amount, if any, paid by the
Grantee therefore, but shall not be less than $1 in the aggregate. Upon the
payment of such amount by the Company, neither the Grantee nor any successors,
heirs, assigns, or personal representatives of such Grantee, shall thereafter
have any further right or interest in the Shares. Any Shares reacquired by the
Company pursuant to this Section 5.5 are referred to herein as "Forfeited
Shares."

            5.6   RECYCLING OF FORFEITED SHARES. Any Common Shares forfeited
hereunder may be the subject of a subsequent Award pursuant to the Plan.

      6.    DELIVERY OF SHARES.

            6.1   DELIVERY OF COMMON SHARES. Upon the grant of each Award, the
Company shall deliver to the Grantee a certificate representing such number of
Common Shares as are subject to such Award, subject to all applicable
restrictions hereunder and under the Agreement.

            6.2   TRANSFERABILITY.

                  (a)   The Common Shares are subject to the restrictions on
                        transferability set forth in Article VII of the
                        Operating Agreement.

                  (b)   The Awards and the rights thereunder shall not be
                        Transferred.

                  (c)   Any attempted Transfer not in accordance with this
                        Section 6.2 shall be null and void and of no force and
                        effect.

            6.3   RIGHTS OF GRANTEES. The recipient of Common Shares pursuant to
an Award shall be a member of the Company with respect thereto, fully entitled
to receive distributions, vote and exercise all other rights of a member except
to the extent otherwise provided in the Award.

      7.    CALL RIGHT.

                  (a)   For a period of 12 months following the death or
      Disability of a Grantee or other voluntary or involuntary termination of
      the Grantee's employment by the Company or any Subsidiary thereof for any
      reason other than for Cause which is controlled by Section 5.5 hereof
      (each, a "Triggering Event"), the Company shall have the right, but not
      the obligation, to buy all of the Vested Shares held by the deceased,
      disabled or terminated Grantee, or such Grantee's legal representative(s)
      or successor(s) in interest, as the case may be, for an amount equal to
      the Price Per Share and on the terms set forth in this Section 7.

                  (b)   For purposes of this Section 7, the Price Per Share
      shall be the lesser of (i) the fair market value of a Vested Share, as
      determined by the Board in good faith or (ii) the amount determined by
      dividing the Enterprise Value of the Company and its Subsidiaries by the
      total number of Common Shares outstanding as of the date of the Triggering
      Event. For these purposes, the Enterprise Value of the Company and its
      Subsidiaries shall be an amount computed as follows:

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                  7 x EBITDA.

                      Plus: All current assets of the Company and its
                            Subsidiaries.

                      Minus:(a) The principal amount of all outstanding
                            indebtedness of the Company and its Subsidiaries,
                            plus accrued but unpaid interest thereon;

                            (b) All other liabilities of the Company and its
                            Subsidiaries (whether current or long-term in
                            nature) (other than those identified in item (a)
                            directly above); and

                            (c) The Class A Liquidation Preference applicable to
                            all Class A Preferred Shares outstanding as of the
                            date of the Triggering Event and assuming a
                            liquidation of the Company as of that date.

For these purposes, (A) "EBITDA" means an amount equal to the earnings of the
Company and its Subsidiaries as of December 31 of the year immediately preceding
the date of the Triggering Event (or on the date of the Triggering Event if such
event occurs on December 31 of any year) but before taking into account interest
expense, income taxes, depreciation and amortization, all determined using
generally accepted accounting principals on a basis consistently applied from
year to year, and (B) current assets and liabilities, including accrued interest
on outstanding indebtedness, shall be determined as of the end of the calendar
month immediately preceding the date of the Triggering Event (or on the date of
the Triggering Event if such event occurs on the last day of a calendar month).

            (c)   The Company shall exercise its rights under this Section 7 by
providing timely written notice to the Grantee or the Grantee's legal
representative(s) or successor(s) in interest, as the case may be, within 180
days following the Triggering Event.

            (d)   The Purchase Price (i.e., the Price Per Share multiplied by
the total number of Vested Shares purchased) shall, at the option of the
Company, be paid (1) in full at closing or (2) in five (5) equal annual
installments, the first of which shall be paid in cash at closing and the
remaining installments shall be paid on each of the next four (4) anniversary
dates of the closing along with interest which shall accrue on the deferred
portion of the Purchase Price at a rate equal to the "prime rate" as quoted in
the Wall Street Journal, Midwest Edition, or any successor publication, on the
date on which the Triggering Event occurred.

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            (e)   Closing shall take place within 60 days following the date on
      which the notice given by the Company pursuant to Section 7(c) is deemed
      to be received by the Grantee or the Grantee's legal representative(s) or
      successor(s) in interest.

      8.    DRAG-ALONG RIGHTS. If the Majority Investors desire to sell or
otherwise dispose of for value some or all of their Shares and receive an offer
from a purchaser who is not then a Member of the Company or related to or
affiliated with any such Member (a "Third-Party Purchaser") to acquire in a
single transaction or a series of related transactions more than fifty (50)
percent (by value) of the Shares of the Company, and such offer is acceptable to
the Majority Investors, then each of the Grantees shall be obligated to, and
hereby agree to, sell all (but not less than all) of the Grantee's Common Shares
to the Third-Party Purchaser upon the same terms (including the price per share)
and conditions offered to any other similarly situated Member of the Company
holding Common Shares. Each of the Grantees further agrees to execute and
deliver any and all agreements, documents and instruments, and to take all other
actions, necessary, or required, to consummate such sale.

      9.    ADJUSTMENT UPON CHANGES IN CAPITALIZATION.

            (a)   In the event of a Change in Capitalization, the Board shall
conclusively determine the appropriate adjustments, if any, to (i) the maximum
number and class of Common Shares or other securities with respect to which
Awards may be granted under the Plan, (ii) the number of Common Shares or other
securities that are subject to outstanding Awards granted under the Plan, and
the purchase price therefore, if applicable. Adjustments, if any, under this
Section 9 shall be made in the sole discretion of the Board, and the Board's
decision shall be binding and conclusive.

            (b)   If, by reason of Change in Capitalization, a Grantee of an
Award shall receive any new, additional or different rights to acquire shares or
other securities, such new, additional or different rights or securities shall
thereupon be subject to all of the conditions, restrictions and performance
criteria that were applicable to the shares subject to the Award prior to such
Change in Capitalization.

            (c)   Nothing contained in this Plan or any Award shall in any way
restrict or impair the ability of the Company's Members or the Board to amend or
waive any provision of the Company's Limited Liability Company Agreement in
accordance with the terms thereof in any way whatsoever. Without limiting the
foregoing, such amendments may change the economic or other terms of the Common
Shares and/or the Class A Preferred Shares, or replace Common Shares and/or
Class A Preferred Shares with other equity interests. In any such event, the
Board shall, in its sole discretion, have the right to amend or interpret the
provisions of this Plan and the Awards in order to adapt this Plan and Awards to
fit any changes in the Company's capital structure.

      10.   TERMINATION AND AMENDMENT OF THE PLAN. The Plan shall terminate on
the day preceding the tenth anniversary of the Effective Date and no Award may
be granted thereafter. The Board may sooner terminate the Plan and the Board may
at any time and from time to time amend, terminate, modify or suspend the Plan
or any Agreement at its sole option and in its unrestricted discretion;
provided, however, that (a) no such amendment, modification,

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suspension or termination shall impair or adversely affect any Awards
theretofore granted under the Plan, except with the consent of the Grantee, nor
shall any amendment, modification, suspension or termination deprive any Grantee
of any Vested Shares which he or she may have acquired through or as a result of
the Plan, and (b) it shall be presumed conclusively that an adjustment, if any,
for changes in capitalization as provided for in Section 9 do not adversely
affect any such Awards or Vested Shares.

      11.   NON-EXCLUSIVITY OF THE PLAN. The adoption of the Plan by the Board
shall not be construed as amending, modifying or rescinding any previously
approved incentive arrangement, or as creating any limitations on the power of
the Board to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of options to acquire the Common
Shares, and such arrangements may be either applicable generally or only in
specific cases.

      12.   OTHER LIMITATIONS. As illustrative of the limitations of liability
of the Company and the Board, but not intended to be exhaustive thereof, nothing
in the Plan shall be construed to:

            (a)   give any person any right to be granted an Award other than at
      the sole discretion of the Board;

            (b)   give any person any rights whatsoever with respect to the
      Common Shares except as specifically provided in the Plan or an Agreement;

            (c)   limit in any way the right of the Company or any Subsidiary
      thereof, as the case may be, to terminate the employment of any person at
      any time; or

            (d)   be evidence of any agreement or understanding, express or
      implied, that the Company will employ any person at any particular rate of
      compensation or for any particular period of time.

      13.   REGULATIONS AND OTHER APPROVALS; GOVERNING LAW. Except as to matters
of federal law, the Plan and the rights of all persons claiming hereunder shall
be construed and determined in accordance with the laws of the State of Delaware
without giving effect to conflicts of law principles. Notwithstanding any other
provision of the Plan, the obligation of the Company to deliver Common Shares in
respect of any Award thereof under the Plan shall, in each cash, be subject to
all applicable laws, rules and regulations, including all applicable federal and
state securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Board.

            (a)   Except as provided in Section 10 hereof, the Board may make
      such changes to the Plan or an Agreement as may be necessary or
      appropriate to comply with the rules and regulations of any government
      authority.

            (b)   Each Award is subject to the requirement that, if at any time
      the Board determines, in its sole and absolute discretion, that the
      listing, registration or qualification of the Common Shares issuable
      pursuant to the Plan is required by any securities exchange or under any
      state or federal law, or the consent or approval of any

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      governmental regulatory body is necessary or desirable as a condition of,
      or in connection with, the grant of an Award or the issuance of the Common
      Shares, no Awards shall be granted and no Common Shares shall be issued,
      in whole or in part, unless such listing, registration, qualification,
      consent or approval has been effected or obtained free of any conditions
      not acceptable to the Board.

      14.   WITHHOLDING OF TAXES. At such times as a Grantee or his or her
beneficiary recognizes taxable income in connection with the rights to acquire
Common Shares granted hereunder (a "Taxable Event"), the Grantee or his or her
beneficiary shall pay to the Company or to one of its Subsidiaries, if
applicable, an amount equal to the federal, state and local income taxes and
other amounts as may be required by law to be withheld in connection with the
Taxable Event (the "Withholding Taxes") prior to the issuance of such shares.
The Company or a Subsidiary thereof, as the case may be, shall have the right to
deduct from any payment of cash to a Grantee or his or her beneficiary an amount
equal to the Withholding Taxes in satisfaction of the obligation to pay
Withholding Taxes.

      15.   SUCCESSORS. In the event of a sale of substantially all of the
assets of the Company, or a merger, consolidation or share exchange involving
the Company, all obligations of the Company shall be binding on the successor to
the transaction.

      16.   NOTICES. All demands, notices, requests, consents and other
communications required or permitted under this Agreement shall be in writing
and shall be personally delivered or sent by facsimile machine (with a
confirmation copy sent by one of the other methods authorized in this Section),
commercial (including FedEx) or U.S. Postal Service overnight delivery service,
or, deposited with the U.S. Postal Service mailed first class, registered or
certified mail, postage prepaid, as set forth below:

            (a)   If to the Company, addressed to:

                  c/o Chairman
                  121 S. 17th Street
                  Mattoon, IL 61938
                  Facsimile: (217) 258-6240

            (b)   Notices to or with respect to a Grantee shall be directed to
      the Grantee, or to his or her beneficiary or beneficiaries, at the
      Grantee's home address on the records of the Company or its Subsidiary.

      Notices shall be deemed given upon the earlier to occur of (i) receipt by
the party to whom such notice is directed; (ii) if sent by facsimile machine, on
the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to
which such notice is directed) such notice is sent if sent (as evidenced by the
facsimile confirmed receipt) prior to 5:00 p.m. U.S. Eastern Time and, if sent
after 5:00 p.m. U.S. Eastern Time, on the day (other than a Saturday, Sunday or
legal holiday in the jurisdiction to which such notice is directed) after which
such notice is sent; (iii) on the first business day (other than a Saturday,
Sunday or legal holiday in the jurisdiction to which such notice is directed)
following the day the same is deposited with the commercial courier if sent by
commercial overnight delivery service; or (iv) the fifth day (other than a

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Saturday, Sunday or legal holiday in the jurisdiction to which such notice is
directed) following deposit thereof with the U.S. Postal Service as aforesaid.
Each party, by notice duly given in accordance therewith may specify a different
address for the giving of any notice hereunder.

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