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                                                                   EXHIBIT 10.10


                                   APPENDIX I

                              AMENDMENT NUMBER ONE
                                     TO THE
                                  BESTWAY, INC.
                           INCENTIVE STOCK OPTION PLAN


         Bestway, Inc., a corporation organized under the laws of the State of
Delaware (the "Company"), previously adopted a stock option plan designated as
the Bestway, Inc. Incentive Stock Option Plan (the "Plan"), originally approved
by the Company's stockholders on May 31, 1995. The Company reserved the right to
amend the Plan under Paragraph 12 thereof. Accordingly, the Company hereby
amends the Plan as follows, effective as of December 4, 2000:

         1. Paragraph 2(g) of the Plan is hereby amended and restated in its
entirety to read as follows:

                  "(g) "Non-Employee Director" means a member of the Board who
                  is a "non-employee director" within the meaning of Rule 16b-3
                  promulgated under the Exchange Act (or any successor to Rule
                  16b-3) and who is also an "outside director" within the
                  meaning of Section 162(m) of the Code."

         2. Paragraph 3 of the Plan is hereby amended and restated to read as
follows:

                  "3. ADMINISTRATION OF PLAN. The Board of Directors of the
                  Company shall appoint a committee (the "Committee") composed
                  of not less than two persons to administer the Plan. Only
                  Non-Employee Directors shall be eligible to serve as members
                  of the Committee. The Committee shall report all action taken
                  by it to the Board, which shall review and ratify or approve
                  those actions that are by law required to be so reviewed and
                  ratified or approved by the Board. The Committee shall have
                  full and final authority in its discretion, subject to the
                  provisions of the Plan, to determine the Participants to whom,
                  and the time or times at which, Options shall be granted and
                  the number of shares covered by each Option; to construe and
                  interpret the Plan and any agreements made pursuant to the
                  Plan; to determine the terms and provisions (which need not be
                  identical or consistent with respect to each Participant) of
                  the respective Option Agreements and any agreements ancillary
                  thereto, including, without limitation, terms covering the
                  payment of the Option Price; and to make all other
                  determinations and take all other actions deemed necessary or
                  advisable for the proper administration of this Plan. All such
                  actions and determinations shall be conclusively binding for
                  all purposes and upon all persons."

         3. Paragraph 4 of the Plan is hereby amended to add the following
sentence at the end thereof:


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                  "Subject to adjustment under the provisions of Paragraph 8, no
                  Participant shall be eligible to be granted options covering
                  more than 100,000 shares of the Company's Common Stock during
                  any calendar year, in accordance with Section 162(m) of the
                  Code."

         4. The first paragraph in Paragraph 5 of the Plan is hereby amended and
restated to read as follows:

                  "The aggregate number of shares of the Company's Common Stock
                  that may issued upon the exercise of options shall not exceed
                  285,000 shares, subject to adjustment under the provisions of
                  Paragraph 8."

         5. Paragraph 12 of the Plan is hereby amended and restated in its
entirety to read as follows:

                  "12. AMENDMENT, SUSPENSION, AND THE TERMINATION OF PLAN. The
                  Board may at any time suspend or terminate the Plan or may
                  amend it from time to time in such respects as the Board may
                  deem advisable in order that the Options granted thereunder
                  may conform to any changes in the law or in any other respect
                  which the Board may deem to be in the best interests of the
                  Company, provided, however, that without approval by the
                  shareholders of the Company voting the proper percentage of
                  its voting power, no such amendment shall make any change in
                  the Plan for which shareholder approval is required of the
                  Company by (a) the Code or regulatory provisions dealing with
                  incentive stock options pursuant to Code section 422; (b) any
                  rules for listed companies promulgated by any national stock
                  exchange on which the Company's stock is traded; or (c) any
                  other applicable rule or law. Unless sooner terminated
                  hereunder the Plan shall terminate 10 years after the
                  Effective Date. No Option may be granted during any suspension
                  or after the termination of the Plan. Except as provided in
                  Paragraph 13, no amendment, suspension, or termination of the
                  Plan shall, without an Optionee's consent, impair or negate
                  any of the rights or obligations under any Option theretofore
                  granted to such Optionee under the Plan."


         IN WITNESS WHEREOF, the Company has caused these presents to be duly
executed by its duly authorized officers in a number of copies, all of which
shall constitute one and the same instrument, which may be sufficiently
evidenced by any executed copy hereof, this 4th day of December, 2000.

                                        BESTWAY, INC.


                                        By:    /s/ R. Brooks Reed
                                               ---------------------------------
                                        Name:  R. Brooks Reed
                                               ---------------------------------
                                        Title: Chief Executive Officer
                                               ---------------------------------


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