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                                                                   EXHIBIT 10.14













                          THE MIIX GROUP, INCORPORATED

            AMENDED AND RESTATED 1998 LONG TERM INCENTIVE EQUITY PLAN
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1.       PURPOSE OF THE PLAN

                  The purpose of the Plan is to promote the long term financial
success of The MIIX Group, Incorporated, its Subsidiaries and Affiliates, and to
materially increase shareholder value by: (i) providing performance related
incentives that motivate superior performance on the part of the Company's
directors, officers and employees; (ii) providing the Company's directors,
officers and employees with the opportunity to acquire an ownership interest in
the Company, and to thereby acquire a greater stake in the Company and a closer
identity with it; and (iii) enabling the Company to attract and retain the
services of an outstanding management team upon whose judgment, interest and
special effort the successful conduct of the Company's operations is largely
dependent.

2.       DEFINITIONS

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

         2.2.     "Affiliate" means any entity other than the Subsidiaries in
which the Company has a substantial direct or indirect equity interest, as
determined by the Board.

         2.3.     "Award" means an award of Options, SARs, Performance Shares,
Restricted Stock, Dividend Equivalents or any combination thereof.

         2.4.     "Award Share" means any share of Common Stock purchased upon
the exercise an Option or SAR, or issued pursuant to an Award of Restricted
Stock or a Performance Share.

         2.5.     "Board" means the Board of Directors of the Company.

         2.6.     "Cause" means conduct on the part of a Participant that
involves (i) a willful failure to perform the Participant's duties, (ii)
engaging in serious misconduct that is injurious to the Company, or (iii) the
Participant's conviction of or a plea of guilty or nolo contendre to a felony or
other crime involving moral turpitude.

         2.7.     "Change of Control" shall mean, following the effective date
of this Plan, the occurrence of any of the following events:

         2.7.1. the acquisition in one or more transactions by any "Person" (as
such term is used for purposes of Section 13(d) or Section 14(d) of the Act) but
excluding, for this purpose, the Company or its Subsidiaries or any employee
benefit plan of the Company or its Subsidiaries, of "Beneficial Ownership"
(within the meaning of Rule 13d-3 under the Act) of thirty-five percent (35%) or
more of the combined voting power of the Company's then outstanding voting
securities (the "Voting Securities");

         2.7.2. the individuals who, as of the effective date of the Plan,
constitute the Board (the "Incumbent Board") cease for any reason to constitute
at least a majority of the Board; provided, however, that if the election, or
nomination for election by the Company's shareholders, of any new director was
approved by a vote of at least a majority of the Incumbent Board, such new
director shall be considered as a member of the Incumbent Board, and provided
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further that any reductions in the size of the Board that are instituted
voluntarily by the Incumbent Board shall not constitute a Change of Control, and
after any such reduction the "Incumbent Board" shall mean the Board as so
reduced;

         2.7.3. a merger or consolidation involving the Company if the
shareholders of the Company, immediately before such merger or consolidation, do
not own, directly or indirectly, immediately following such merger or
consolidation, more than sixty-five percent (65%) of the combined voting power
of the outstanding Voting Securities of the corporation resulting from such
merger or consolidation or a complete liquidation or dissolution of the Company
or a sale or other disposition of all or substantially all of the assets of the
Company; or

         2.7.4. acceptance by shareholders of the Company of shares in a share
exchange if the shareholders of the Company, immediately before such share
exchange, do not own, directly or indirectly, immediately following such share
exchange, more than sixty-five percent (65%) of the combined voting power of the
outstanding Voting Securities of the corporation resulting from such share
exchange.

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

         2.9.     "Committee" shall mean (i) the Board or (ii) a committee or
subcommittee of the Board appointed by the Board from among its members to
administer the Plan under Section 4. The Committee may be the Board's
Compensation Committee. Unless the Board determines otherwise, the Committee
shall be comprised of not less than two members who shall each qualify as (i) a
"Non-Employee Director" within the meaning of Rule 16b-3(b)(3) (or any successor
rule) under the Act, and (ii) an Outside Director.

         2.10.    "Common Stock" means the common stock of the Company, par
value $.01 per share, or such other class or kind of shares or other securities
resulting from the application of Section 11.

         2.11.    "Company" means The MIIX Group, Incorporated, a Delaware
corporation, or any successor corporation.

         2.12.    "Disability" or "Disabled" means (i) in the case of an
Employee who is a Participant, such Employee's qualifying for and receiving
payments under the applicable long term disability plan of the Company or any
Subsidiary or Affiliate and (ii) in the case of an Outside Director who is a
Participant, the individual's inability to perform his or her services as a
Director under standards established and administered by the Committee.

         2.13.    "Dividend Equivalent" means the right, awarded under Section 6
or Section 9, to receive the equivalent value (in cash or in Common Stock) of
dividends paid on Common Stock.

         2.14.    "Employee" means an officer or other key employee of the
Company, a Subsidiary or an Affiliate, including any member of the Board who is
such an employee.

         2.15.    "Fair Market Value" means, on any given date:

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                      2.15.1. if the Common Stock is listed on the New York
Stock Exchange ("NYSE"), another national securities exchange or other market
system, the mean between the highest and lowest prices of actual sales of the
Common Stock on the principal exchange on which it is traded on such date, or if
no sale was made on such date on such principal exchange, on the last preceding
day on which the Common Stock was traded;

                      2.15.2. if the Common Stock is not then listed on the
NYSE, another national securities exchange or other market system, the book
value ascribed to the shares of Common Stock, as determined in accordance with
generally accepted accounting principles; or

                      2.15.3. any other value as otherwise determined in good
faith by the Board or a committee thereof.

         2.16. "Incentive Stock Option" means an Option which meets the
requirements of Section 422 of the Code and which is designated as an Incentive
Stock Option by the Committee.

         2.17. "Non-Qualified Stock Option" means an Option not intended to be
an Incentive Stock Option, and designated as a Non-Qualified Option by the
Committee.

         2.18. "Option" means the right, granted from time to time under Section
6 of the Plan, to purchase Common Stock for a specified period of time at a
stated price. An Option may be an Incentive Stock Option or a Non-Qualified
Stock Option.

         2.19. "Outside Director" means a member of the Board who is neither an
officer nor an employee of the Company. For purposes of this Section, an
employee is an individual whose wages are subject to the withholding of federal
income tax under Section 3401 of the Code, and an officer is an individual
elected or appointed by the Board or chosen in such other manner as may be
prescribed in the By-laws of the Company to serve as such, other than a
non-executive officer (such as the Board Chairman).

         2.20. "Participant" means any Employee or Outside Director designated
by the Committee to participate in the Plan.

         2.21. "Performance Award" means the conditional grant to a Participant
of the right to receive, at the end of the Performance Period, either (i) Common
Stock, (ii) cash equal to the Fair Market Value of the Common Stock at the end
of the Performance Period, or (iii) a combination of (i) and (ii) as specified
in the Award and provided that the terms, conditions and objectives specified in
the Award are satisfied.

         2.22. "Performance Goal" means a goal that has been established by the
Committee and that must be met by the end of a Performance Period (but that is
substantially uncertain to be met before the grant). The Committee shall have
sole discretion to determine the specific targets within each category of
Performance Goals, and whether such Performance Goals have been achieved. With
respect to any Section 162(m) Participant, such Performance Goals shall include,
among other things: (i) the price of Common Stock, (ii) the market share of the
Company, its Subsidiaries or Affiliates (or any business unit thereof), (iii)
sales by the Company, its Subsidiaries or Affiliates (or any business unit
thereof), (iv) earnings per share of Common


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Stock, (v) return on equity of the Company, or (vi) costs of the Company, its
Subsidiaries or Affiliates (or any business unit thereof).

         2.23. "Performance Period" means the time period during which and the
conditions under which, the receipt of Performance Shares shall be earned under
the Plan.

         2.24. "Plan" means The MIIX Group, Incorporated 1998 Long Term
Incentive Equity Plan herein set forth, as amended from time to time.

         2.25. "Restricted Stock" means Common Stock awarded by the Committee
under Section 8 of the Plan.

         2.26. "Restriction Period" means the period during which Restricted
Stock awarded under the Plan is subject to forfeiture.

         2.27. "Retirement" means, with respect to an Employee, retirement from
the active employment of the Company, a Subsidiary or an Affiliate on or after
(i) the Employee's 65th birthday or (ii) the Employee's 55th birthday if the
Employee has completed 10 years of service with the Company, its Subsidiaries
and/or its Affiliates, or any predecessor corporation. With respect to an
Outside Director, retirement means termination of services as a director of the
Board.

         2.28. "SAR" means the right to receive, in cash or in Common Stock, as
determined by the Committee, the increase in the Fair Market Value of the Common
Stock underlying the SAR from the date of grant to the date of exercise.

         2.29. "Section 162(m) Participant" means any key employee designated by
the Committee as a key employee whose compensation for the fiscal year in which
the key employee is so designated or a future fiscal year may be subject to the
limit on deductible compensation imposed by Section 162(m) of the Internal
Revenue Code of 1986, as amended.

         2.30. "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company (or any subsequent
parent of the Company) if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50 percent or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.

         2.31. "Ten Percent Shareholder" means a person who on any given date
owns, either directly or indirectly (taking into account the attribution rules
contained in section 424(d) of the Code), stock possessing more than 10 percent
of the total combined voting power of all classes of stock of the Company or any
Subsidiary.

3.       ELIGIBILITY AND PARTICIPATION

         3.1 Any Employee who is nominated by the Chief Executive Officer of the
Company and all Outside Directors shall be eligible to participate in the Plan
and receive Awards.


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         3.2 Participants shall consist of such Employees and Outside Directors
as the Committee, in its sole discretion, designates to receive awards under the
Plan. Designation of an Employee or Outside Director as a Participant in a
particular year does not require the Committee to designate such person to
receive an Award in any other year, or, if designated, to receive the same type
or amount of Award as granted to the Participant in any other year.

4.       ADMINISTRATION

         4.1. Members of the Committee shall be appointed by and hold office at
the pleasure of the Board. Committee members may resign at any time by
delivering written notice to the Board. Vacancies in the Committee may be filled
by the Board. In exigent circumstances, pending action by the Board, members of
the Committee may be appointed by the Chairman of the Board.

         4.2. The Plan shall be administered by the Committee, which shall have
full power to interpret and administer the Plan, and full authority to act in
selecting the eligible Employees and Outside Directors to whom Awards may be
granted, in determining the times at which such Awards may be granted, in
determining the time and the manner in which Options may be exercised, in
determining the type and amount of Awards that may be granted, in determining
the terms and conditions of Awards that may be granted under the Plan and the
terms of agreements which will be entered into with Participants (which terms
shall not be inconsistent with the terms of the Plan). The Committee also shall
have the power to establish different terms and conditions with respect to (i)
the various types of Awards granted under the Plan, (ii) the granting of the
same type of Award to different Participants (regardless of whether the Awards
are granted at the same time or at different times), and (iii) the establishment
of different Performance Goals for different Participants.

         4.3. The Committee's powers shall include, but not be limited to, the
power to determine whether, to what extent and under what circumstances an
Option may be exchanged for cash, Common Stock or some combination thereof; to
determine whether, to what extent and under what circumstances an Award is made
and operates on a tandem basis with other Awards made hereunder; to determine
whether, to what extent and under what circumstances Common Stock or cash
payable with respect to an Award shall be deferred, either automatically or at
the election of the Participant (including the power to add deemed earnings to
any such deferral); and to determine the effect, if any, of a Change of Control
of the Company upon outstanding Awards; and to grant Awards (other than
Incentive Stock Options) that are transferable by the Participant.

         4.4. The Committee shall have the power to adopt regulations for
carrying out the Plan and to make changes in such regulations as it shall, from
time to time, deem advisable. The Committee shall have the power unilaterally
and without approval of a Participant to amend an existing Award in order to
carry out the purposes of the Plan so long as such an amendment does not take
away any benefit granted to a Participant by the Award and as long as the
amended Award comports with the terms of the Plan. The Committee shall have the
full and final authority in its sole discretion to interpret the provisions of
the Plan and to decide all questions of fact arising in the application of the
Plan's provisions, and to make all determinations necessary or advisable for the
administration of the Plan. Any interpretation by the Committee of the terms


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and provisions of the Plan and the administration thereof, and all action taken
by the Committee, shall be final, binding, and conclusive for all purposes and
upon all Participants.

         4.5. The Committee may condition the grant of any Award or the lapse of
any Restriction Period or Performance Period, or any combination thereof, upon
the Participant's or Company's achievement of a Performance Goal that is
established by the Committee before the grant of the Award. Before granting an
Award or permitting the lapse of any Restriction Period or Performance Period
subject to this Section, the Committee shall certify that an individual has
satisfied the applicable Performance Goal.

         4.6. Members of the Committee shall receive such compensation for their
services as may be determined by the Board. All expenses and liabilities which
members of the Committee incur in connection with the administration of the Plan
shall be paid by the Company. The Committee may, with the approval of the Board,
employ attorneys, consultants, accountants and other service providers. The
Committee, the Board, the Company and the Company's officers shall be entitled
to rely upon the advice and opinions of any such person. No member of the
Committee or the Board shall be personally liable for any action, determination
or interpretation made with respect to the Plan and all members of the Committee
and the Board shall be fully protected by the Company in respect of any such
action, determination or interpretation in the manner provided in the Company's
By-laws.

         4.7. The Committee shall maintain a written record of its proceedings.
A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts unanimously approved in writing, shall be the acts of the Committee.

5.       SHARES OF STOCK SUBJECT TO THE PLAN

         5.1. Subject to adjustment as provided in Section 11, the total number
of shares of Common Stock available for Awards under the Plan shall be 2,250,000
shares.

         5.2. The Committee may also grant Awards payable in cash. The payment
of Awards in cash shall not reduce the total number of shares of Common Stock
available for Awards under the Plan.

         5.3. The maximum number of shares of Common Stock that may be awarded
to any Employee or Outside Director under the Plan during any calendar year
shall not exceed 250,000 (the "Individual Limit"). Subject to Section 5.4 and
Section 11, any Award that is canceled or repriced by the Committee shall count
against the Individual Limit.

         5.4. Any shares issued by the Company through the assumption or
substitution of outstanding grants from an acquired company shall not (i) reduce
the shares available for Awards under the Plan, or (ii) be counted against the
Individual Limit. Any shares issued hereunder may consist, in whole or in part,
of authorized and unissued shares or treasury shares. If any shares subject to
any Award granted hereunder are forfeited or such Award otherwise terminates
without the issuance of such shares or the payment of other consideration in
lieu of such shares, the shares subject to such Award, to the extent of any such
forfeiture or termination, shall again be available for Awards under the Plan.


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6.       OPTIONS

                  The grant of Options shall be subject to the following terms
and conditions:

         6.1. Option Grants: With respect to Employees who become Participants,
the Committee may grant such Participants Incentive Stock Options, Non-Qualified
Stock Options or a combination of both. With respect to Outside Directors who
become Participants, the Committee may grant such Participants only
Non-Qualified Stock Options. Any Option granted under the Plan shall be
evidenced by an agreement executed by the Company and the Participant, which
agreement shall conform to the requirements of the Plan and may contain such
other provisions not inconsistent with the terms of the Plan as the Committee
shall deem advisable. Such agreements shall state whether the Option is an
Incentive Stock Option or Non-Qualified Stock Option.

         6.2. Number of Shares: Subject to the Individual Limit, the Committee
shall specify the number of shares of Common Stock subject to each Option.

         6.3. Option Price: The price per share at which Common Stock may be
purchased upon exercise of an Option shall not be less than the Fair Market
Value of a share of Common Stock on the date of grant. In the case of any
Incentive Stock Option granted to a Ten Percent Shareholder, the option price
per share shall not be less than 110% of the Fair Market Value of a share of
Common Stock on the date of grant.

         6.4. Dividend Equivalents: Notwithstanding any provision of the Plan to
the contrary, a Participant who has been granted an Option pursuant to this
Section 6 may, at the discretion of the Committee, be credited as of dividend
payment dates, during the period beginning with the date of grant of the Option
and ending with the date such Option is exercised or expires, with Dividend
Equivalents with respect to the Common Stock underlying the Option. Such
Dividend Equivalents shall be credited to an account established on behalf of
the Participant by the Company. The Dividend Equivalents credited under this
Section 6.4 shall be converted to cash or additional shares of Common Stock
under such formula, at such time, and subject to such limitations as may be
determined by the Committee.

         6.5. Term of Option and Vesting: The Committee shall specify when an
Option may be exercisable and the terms and conditions applicable thereto. The
term of an Option shall in no event be greater than 10 years (five years in the
case of an Incentive Stock Option granted to a Ten Percent Shareholder). Options
granted under the Plan may be subject to a vesting schedule set forth in the
applicable stock option agreement. The restrictions and conditions with respect
to the time and method of vesting of Options shall be as prescribed by the
Committee.

         6.6. Incentive Stock Options: Each provision of the Plan and each
agreement relating to an Incentive Stock Option shall be construed and
interpreted in a manner consistent with the requirements of Section 422 of the
Code. In no event may a Participant be granted an Incentive Stock Option which
does not comply with the grant and vesting limitations prescribed by Section 422
of the Code. Without limiting the foregoing, the aggregate Fair Market Value
(determined as of the time the Option is granted) of the Common Stock with
respect to which an Incentive Stock Option may first become exerciseable by a
Participant in any one calendar year under the


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Plan shall not exceed $100,000. Notwithstanding any provision of this Plan to
the contrary, Incentive Stock Options may not be granted to Employees of
Affiliates.

         6.7. Restrictions on Transferability: No Incentive Stock Option shall
be transferable other than by will or the laws of descent and distribution and,
during the lifetime of the Participant, shall be exercisable only by the
Participant. Upon the death of a Participant, the person to whom the rights have
passed by will or by the laws of descent and distribution may exercise an
Incentive Stock Option only in accordance with this Section 6.

         6.8. Exercise of Option and Payment of Option Price: The Committee
shall establish the time and the manner in which an Option may be exercised. The
option price of the shares of Common Stock received upon the exercise of an
Option shall be paid in full in cash at the time of the exercise or, with the
consent of the Committee, in whole or in part in Common Stock valued at Fair
Market Value on the date of exercise. The option price may also be paid in full
by the delivery of a properly executed exercise notice, together with
irrevocable instructions to a Company-designated broker to promptly deliver to
the Company the amount of sale or loan proceeds required to pay the exercised
price. With the consent of the Committee, payment upon the exercise of a
Non-Qualified Option may be made in whole or in part by Restricted Stock (based
on the fair market value of the Restricted Stock on the date the Option is
exercised, as determined by the Committee). In such case the Common Stock to
which the Option relates shall be subject to the same forfeiture restrictions
originally imposed on the Restricted Stock exchanged therefor.

         6.9. Termination by Death or Disability: If a Participant's employment
with the Company, a Subsidiary or Affiliate, or, in the case of a Participant
who is an Outside Director, his or her service on the Board, terminates by
reason of death or as a result of the Participant's Disability, any unexercised
Option granted to the Participant may thereafter be exercised (to the extent
such Option was exercisable at the time of the Participant's death or Disability
or may thereafter become exercisable) by, where appropriate, the Participant or
the Participant's transferee, for a period of up to five years (as specified by
the Committee), (but only three months in the case of an Incentive Stock Option
which shall be extended to 12 months in cases involving the Participant's
Disability), from the date of death or termination of employment due to
Disability or until the expiration of the stated term of the Option, whichever
period is shorter.

         6.10. Termination by Reason of Retirement: If a Participant's
employment by the Company, a Subsidiary or Affiliate or, in the case of an
Outside Director, his or her service on the Board, terminates by reason of
Retirement, any unexercised Option granted to the Participant may thereafter be
exercised (to the extent such Option was exercisable at the time of the
Participant's Retirement or may thereafter become exercisable) by the
Participant (or, where appropriate, the Participant's transferee), for a period
of up to five years (as specified by the Committee), (but only three months in
the case of an Incentive Stock Option), from the date of the Participant's
Retirement or until the expiration of the stated term of the Option, whichever
period is shorter.

         6.11. Termination for Cause: If a Participant's employment with the
Company, a Subsidiary or Affiliate terminates for Cause, any Options granted to
the Participant and which


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are unexercised shall terminate on the date of such termination of employment,
or notice of such termination of employment, if earlier.

         6.12. Other Termination: If a Participant's employment by the Company,
a Subsidiary or Affiliate, or, in the case of a Participant who is an Outside
Director, his or her service on the Board, terminates for any reason other than
Death, Disability, Retirement or for Cause, any unexercised Option granted to
the Participant may thereafter be exercised (to the extent such Option was
exercisable at the time of the Participant's termination or may thereafter
become exercisable) by the Participant (or, where appropriate, the Participant's
transferee) for a period of up to three months (as specified by the Committee)
from the date of termination of employment, or until the expiration of the
stated term of the Option, whichever period is shorter.

7.       STOCK APPRECIATION RIGHTS

                  The grant of SARs shall be subject to the following terms and
conditions:

         7.1. Grant of SARs: Any SAR granted under the Plan shall be evidenced
by an agreement executed by the Company and the Participant, which agreement
shall conform to the requirements of the Plan and may contain such other
provisions not inconsistent with the terms of the Plan as the Committee shall
deem advisable. All SARs granted under the Plan must be granted in tandem with
all or a portion of a related Option. A SAR may be granted either at the time of
the grant of the Option or at a time thereafter during the term of the Option
and shall be exercisable only to the extent that the related Option is
exercisable. The base price of a SAR shall be the option price under the related
Option.

         7.2. Exercise of a SAR: An SAR shall entitle the Participant to
surrender unexercised the Option (or any portion of such Option) to which the
SAR relates and to receive a payment equal to the excess of the Fair Market
Value of the shares of Common Stock covered by the SAR on the date of exercise
over the base price of the SAR. Such payment may be in cash, in shares of Common
Stock, in shares of Restricted Stock, or any combination thereof, as the
Committee shall determine. Upon exercise of a SAR or lapse thereof, the related
Option shall be canceled automatically to the extent of the number of shares of
Common Stock covered by such exercise, and such shares shall no longer be
available for purchase under the Option. Conversely, if the related Option is
exercised as to some or all of the shares of Common Stock covered by the grant,
the related SAR, if any, shall be canceled automatically to the extent of the
number of shares of Common Stock covered by the Option exercise.

         7.3. Other Applicable Provisions: SARs shall be subject to the same
terms and conditions applicable to Options as stated in sections 6.5, 6.9, 6.10,
6.11 and 6.12.

8.       RESTRICTED STOCK

                  An Award of Restricted Stock is a grant by the Company of a
specified number of shares of Common Stock to the Participant, which shares are
subject to forfeiture upon the happening of specified events or upon the
Participant's and/or Company's failure to achieve Performance Goals established
by the Committee. A grant of Restricted Stock shall be subject to the following
terms and conditions:


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         8.1. Grant of Restricted Stock Award. Any Restricted Stock granted
under the Plan shall be evidenced by an agreement executed by the Company and
the Participant, which agreement shall conform to the requirements of the Plan,
and shall specify (i) the number of shares of Common Stock subject to the Award,
(ii) the Restriction Period applicable to each Award, (iii) the events that will
give rise to a forfeiture of the Award, (iv) the Performance Goals, if any, that
must be achieved in order for the restriction to be removed from the Award, (v)
the extent to which the Participant's right to receive Common Stock under the
Award will lapse if the Performance Goals, if any, are not met, and (vi) whether
the Restricted Stock is subject to a vesting schedule. The agreement may contain
such other provisions not inconsistent with the terms of the Plan as the
Committee shall deem advisable.

         8.2. Delivery of Restricted Stock. Upon determination of the number of
shares of Restricted Stock to be granted to the Participant, the Committee shall
direct that a certificate or certificates representing the number of shares of
Common Stock be issued to the Participant with the Participant designated as the
registered owner. The certificate(s) representing such shares shall be legended
as to restrictions on the sale, transfer, assignment, or pledge of the
Restricted Stock during the Restriction Period and deposited by the Participant,
together with a stock power endorsed in blank, with the Company.

         8.3. Dividend and Voting Rights. During the Restriction Period the
Participant shall have all of the rights of a shareholder, including the right
to vote the shares of Restricted Stock and receive dividends and other
distributions, provided that distributions in the form of Common Stock shall be
subject to the same restrictions as the underlying Restricted Stock.

         8.4. Receipt of Common Stock. At the end of the Restriction Period, the
Committee shall determine, in light of the terms and conditions set forth in the
Restricted Stock agreement, the number of shares of Restricted Stock with
respect to which the restrictions imposed hereunder shall lapse. The Restricted
Stock with respect to which the restrictions shall lapse shall be converted to
unrestricted Common Stock by the removal of the restrictive legends from the
Restricted Stock. Thereafter, Common Stock equal to the number of shares of the
Restricted Stock with respect to which the restrictions hereunder shall lapse
shall be delivered to the Participant (or, where appropriate, the Participant's
legal representative). The Committee may, in its sole discretion, modify or
accelerate the vesting and delivery of shares of Restricted Stock.

         8.5. Termination By Reason of Death, Disability or Retirement. Unless
otherwise determined by the Committee at the time of grant, if a Participant's
employment with the Company, a Subsidiary, or Affiliate or, in the case of an
Outside Director, his or her service on the Board, terminates by reason of the
Participant's death, Disability or Retirement, the vested portion of the
Restricted Stock, if any, shall become non-forfeitable. The non-vested portion
of the Restricted Stock shall be forfeited as of the date of such termination of
employment.

         8.6. Other Termination, Including For Cause. Unless otherwise
determined by the Committee at the time of grant, if a Participant's employment
with the Company, a Subsidiary or Affiliate or, in the case of an Outside
Director, his or her service on the Board, terminates for any reason other than
for death, Disability, or Retirement, but including for Cause, any Restricted
Stock with respect to which the Restriction Period has not expired shall be
forfeited.


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9.       PERFORMANCE AWARD

         9.1. Grant of Performance Award. Any Performance Award granted under
the Plan shall be evidenced by an agreement executed by the Company and the
Participant, which agreement shall conform to the requirements of the Plan and
shall specify (i) the number of shares of Common Stock subject to the Award,
(ii) the Performance Period applicable to each Award, (iii) the Performance
Goals that must be achieved in order for the Participant to be entitled to the
Award, (iv) the extent to which the Participant's right to receive the Award
will lapse if the Performance Goals are not met, and (v) whether the Performance
Award is subject to a vesting schedule. The agreement may contain such other
provisions not inconsistent with the terms of the Plan as the Committee shall
deem advisable.

         9.2. Dividend and Voting Rights. Except as otherwise provided in
Section 9.3, during the Performance Period the Participant shall have no right
to receive dividends from and to vote the shares of Performance Shares.

         9.3. Dividend Equivalents. Notwithstanding any provision of the Plan to
the contrary, a Participant who has been granted a Performance Award pursuant to
this Section 9 may, at the discretion of the Committee, be credited as of
dividend payment dates during the Performance Period with Dividend Equivalents
with respect to the Common Stock, if any, underlying the Performance Award. Such
Dividend Equivalents shall be credited to an account established on behalf of
the Participant by the Company. The Dividend Equivalents credited under this
Section 9.3 shall be converted to cash or additional shares of Common Stock
under such formula, at such time, and subject to such limitations as may be
determined by the Committee.

         9.4. Receipt of Common Stock. As soon as practicable after the
Performance Period, the Committee shall determine the extent to which the
Performance Award have been earned on the basis of the Company's or
Participant's performance in relation to the Performance Goals set forth in the
Performance Award agreement. Once the Performance Award to which the Participant
is entitled has been determined, the Performance Award shall be paid to the
Participant (or, where appropriate, the Participant's legal representative). If
the Participant or the Company fails to achieve the Performance Goals specified
in the Performance Award agreement, all or a portion of the Performance Award
shall be forfeited.

         9.5. Termination By Reason of Death, Disability or Retirement. Unless
otherwise determined by the Committee at the time of grant, if a Participant's
employment with the Company, a Subsidiary, or Affiliate or, in the case of an
Outside Director, his or her service on the Board, terminates by reason of the
Participant's death, Disability or Retirement, the vested portion of a
Performance Award, if any, shall become non-forfeitable. The non-vested portion
of the Performance Award shall be forfeited as of the date of such termination
of employment.

         9.6. Other Termination, Including For Cause. Unless otherwise
determined by the Committee at the time of grant, if a Participant's employment
with the Company, a Subsidiary or Affiliate or, in the case of an Outside
Director, his or her service on the Board, terminates for any reason other than
for death, Disability, or Retirement, but including for Cause, any Performance
Award with respect to which the Performance Period has not expired shall be
forfeited.


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<PAGE>   13
10.      DEFERRAL ELECTION

         10.1. Election to Defer. Notwithstanding any provision of the Plan to
the contrary, any Participant may elect, with the concurrence of the Committee
and consistent with any rules and regulations established by the Committee, to
defer the receipt of unrestricted Common Stock that the Participant would
otherwise receive pursuant to Section 8 or Section 9, provided that such
election is made no later than the date that is twelve (12) months prior to the
date such Common Stock would otherwise be received.

         10.2. Deferral Restrictions. Deferrals will only be allowed while the
Participant is an Employee of the Company, a Subsidiary or an Affiliate, or an
Outside Director. Any election to defer the receipt of Common Stock shall be
irrevocable as long as the Participant remains an Employee.

         10.3. Normal Distribution. Shares of Common Stock, the receipt of which
is deferred pursuant to this Section 10 shall be distributed upon the
Participant's termination of employment.

         10.4. Accelerated Distribution. The Committee may, in its sole
discretion, allow for the early payment of the unrestricted Common Stock
deferred pursuant to this Section 10 in the event of an "unforeseeable
emergency" of the Participant. An "unforeseeable emergency" is defined as a
unanticipated emergency caused by an event beyond the control of the
Participant, that would result in severe financial hardship if the distribution
were not permitted. Such distributions shall be limited to the amount necessary
to sufficiently address the financial hardship. Additionally, the Committee may
distribute the unrestricted Common Stock deferred by all Participants pursuant
this Section 10 if the Committee determines, in its discretion, that the
continued deferral of Common Stock hereunder is no longer in the best interest
of the Company.

11.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

                  In the event of a reorganization, recapitalization, stock
split, spin-off, split-off, split-up, stock dividend, issuance of stock rights,
combination of shares, merger, consolidation or any other change in the
corporate structure of the Company affecting Common Stock, or any distribution
to shareholders other than a cash dividend, the Committee shall make appropriate
adjustment in the number and kind of shares authorized for use under the Plan
and any adjustments to outstanding Awards as it determines appropriate. The
adjustments to outstanding Awards shall include, but not be limited to, the
respective prices, limitations, and/or performance criteria applicable to the
outstanding Awards. No fractional shares of Common Stock shall be issued
pursuant to such an adjustment. The Fair Market Value of any fractional shares
resulting from adjustments pursuant to this Section shall, where appropriate, be
paid in cash to the Participant. The determinations and adjustments made by the
Committee pursuant to this Section 11 shall be conclusive.

12.      CHANGE OF CONTROL OF THE COMPANY

         12.1. Accelerated Vesting and Payment. Upon a Change of Control of the
Company, all Options that are unexercised and outstanding may, at the discretion
of the Board, (i) become immediately and fully exercisable, or (ii) be canceled
in exchange for a cash payment in an amount equal to the excess, if any, of the
Fair Market Value of the Common Stock underlying


                                       12
<PAGE>   14
the Option as of the date of the Change of Control over the exercise price of
such Option. In addition, all Restricted Stock and Performance Awards that are
outstanding on the date of the Change of Control shall become nonforfeitable and
immediately payable in cash.

         12.2. Alternative Awards. Upon a Change of Control, in lieu of the
accelerated exercisability and payment of Awards described in Section 12.1, at
the discretion of the Board the Awards that are outstanding as of the date of a
Change of Control, shall be assumed by the successor corporation, and shall be
substituted with awards involving the common stock of the successor corporation.
Provided, however, that the substitution of Awards described under this Section
12.2 shall occur only if (i) the common stock of the successor corporation is
traded on an established stock exchange or exchanges, or will be so traded
within 60 days of the Change of Control and (ii) the terms and conditions of the
substituted awards are no less favorable than the Awards granted by the Company.

13.      EFFECTIVE DATE, TERMINATION AND AMENDMENT

                  The Plan shall become effective on July 13, 1998, subject to
shareholder approval. Options granted under the Plan prior to such shareholder
approval shall expressly not be exercisable prior to such approval. The Plan
shall remain in full force and effect until the earlier of 10 years from the
date of its adoption by the Board, or the date it is terminated by the Board.
The Board or the Committee shall have the power to amend, suspend or terminate
the Plan at any time, provided that no such amendment shall be made without
shareholder approval which shall (i) increase (except as provided in Section 11)
the total number of shares available for issuance pursuant to the Plan; (ii)
change the class of Employees eligible to be Participants; (iii) modify the
Individual Limit (except as provided Section 11) or the categories of
Performance Goals set forth in Section 2.24; (iv) change the provisions of this
Section 13; or (v) violate the requirements of Section 162(m) of the Code.
Termination of the Plan pursuant to this Section 13 shall not affect Awards
outstanding under the Plan at the time of termination.

14.      TRANSFERABILITY

                  Except as provided below, Awards may not be pledged, assigned
or transferred for any reason during the Participant's lifetime, and any attempt
to do so shall be void and the relevant Award shall be forfeited. The Committee
may grant Awards (except Incentive Stock Options) that are transferable by the
Participant during his lifetime, but such Awards shall be transferable only to
the extent specifically provided in the agreement entered into with the
Participant. The transferee of the Participant shall, in all cases, be subject
to the provisions of the agreement between the Company and the Participant. The
rights of the transferee shall be no greater than the rights that would be
acquired by the Participant's estate if the Participant were to die prior to the
transfer of the Award.

15.      GENERAL PROVISIONS

         15.1. No Employment Rights. Nothing contained in the Plan, or any Award
granted pursuant to the Plan, shall confer upon any Employee any right with
respect to continuance of employment by the Company, a Subsidiary or Affiliate,
nor interfere in any way with the right of


                                       13
<PAGE>   15
the Company, a Subsidiary or Affiliate to terminate the employment of any
Employee at any time.

         15.2. Transfer of Employment. For purposes of this Plan, transfer of
employment between the Company and its Subsidiaries and Affiliates shall not be
deemed termination of employment.

         15.3. Payment of Taxes. The Company shall have the power to withhold,
or require a Participant to remit to the Company, all taxes required to be paid
in connection with any Award, the exercise thereof and the transfer of shares of
Common Stock pursuant to this Plan. The Company's power to withhold a portion of
the cash or Common Stock received pursuant to an Award, or require that the
Participant remit the applicable taxes shall extend to all applicable federal,
state, local or foreign withholding taxes. In the case of the payment of Awards
in the form of Common Stock or cash, or the exercise of Options or SARs, the
Company shall have the right to retain the shares of Common Stock or cash to be
paid pursuant to the Award, or the exercise of the Option or the SAR, until the
Committee determines that the applicable withholding taxes have been satisfied.
Agreements evidencing such Awards shall contain appropriate provisions to effect
withholding in this manner.

         15.4. Participation of Foreign Nationals. Without amending the Plan,
Awards may be granted to Employees who are foreign nationals or employed outside
the United States or both, on such terms and conditions different from those
specified in the Plan as may, in the judgment of the Committee, be necessary or
desirable to further the purpose of the Plan.

         15.5. Restrictions on Shares. The Award Shares shall be subject to
restrictions on transfer pursuant to applicable securities laws and such other
agreements as the Committee shall deem appropriate and shall bear a legend
subjecting the Award Shares to those restrictions on transfer in accordance with
the applicable Award. The certificates shall also bear a legend referring to any
restrictions on transfer arising hereunder or under any other applicable law,
regulation or agreement.

         15.6. Requirements of Law. The Plan and each Award under the Plan shall
be subject to the requirement that if at any time the Committee shall determine
that (a) the listing, registration or qualification of the Award Shares upon any
securities exchange or under any state or federal law, (b) the consent or
approval of any government regulatory body or (c) an agreement by the recipient
of an Award with respect to the disposition of the Award Shares is necessary or
desirable as a condition of, or in connection with, the Plan or the granting of
such Award or the issue or purchase of the Award Shares thereunder, the Award
may not be consummated in whole or in part until such listing, registration,
qualification, consent, approval or agreement shall have been effected or
obtained free of any conditions not acceptable to the Committee.

         15.7. Amending of Awards. The Committee may amend any outstanding
Awards to the extent it deems appropriate. Such amendment may be made by the
Committee without the consent of the Participant, except in the case of
amendments adverse to the Participant, in which case the Participant's consent
is required to any such amendment.


                                       14
<PAGE>   16
         15.8. No Limit on Compensation. Nothing contained in the Plan, or any
Award granted pursuant to the Plan, shall be construed to limit the right of the
Company to establish other plans or to pay compensation to its Employees and
Outside Directors or, in cash or property, or in any manner which is not
expressly authorized under the Plan.

         15.9. No Shareholder Rights. The Participant shall have no rights as a
shareholder with respect to shares of Common Stock subject to an Award unless
and until legended certificates for the Award Shares are issued.

         15.10. No Fractional Shares. An Option may be exercised only for a
whole number of shares of Common Stock.

         15.11. Headings. Sections headings are included only for ease of
reference. Headings are not intended to constitute substantive provisions of the
Plan and shall not be used to interpret the scope of this Plan or the rights or
obligations of the Company in any way.

         15.12. Governing Law. To the extent that Federal laws do not otherwise
control, the Plan and all determinations made and actions taken pursuant hereto
shall be governed by the law of the State of New Jersey and construed
accordingly.

To record the adoption of the Amended and Restated Plan, The MIIX Group,
Incorporated has caused its authorized officers to affix its corporate name and
seal this ______ day of _________, 1999.


[CORPORATE SEAL]                             THE MIIX GROUP, INCORPORATED





Attest:


___________________________________          ___________________________________
                                             Vincent Maressa, Chairman


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