Exhibit 10.7

                      AMERICAN HOME MORTGAGE HOLDINGS, INC.
                        1999 OMNIBUS STOCK INCENTIVE PLAN

                           Adopted on August 16, 1999
                       Effective as of September 23, 1999

     1. Purpose. The purpose of the American Home Mortgage Holdings, Inc. 1999
Omnibus Stock Incentive Plan (the "Plan") is to maintain the ability of American
Home Mortgage Holdings, Inc. (the "Company") and its subsidiaries to attract and
retain highly qualified and experienced employees, officers and directors and to
give such employees, officers and directors a continued proprietary interest in
the success of the Company and its subsidiaries. Pursuant to the Plan, such
employees, officers and directors will be offered the opportunity to acquire the
Company's Common Stock, par value $.0l per share (the "Common Stock"), through
the grant of options, stock appreciation rights in tandem with such options, the
award of restricted stock under the Plan, bonuses payable in stock or a
combination thereof. Unless the context clearly indicates otherwise, references
herein to "option" or "options" shall include any tandem stock appreciation
right that may be granted in connection with such option or options in
accordance with Section 6(f). As used herein, the term "subsidiary" shall mean
any present or future corporation which is or would be a "subsidiary
corporation" of the Company as the term is defined in Section 424(f) of the
Internal Revenue Code of 1986, as amended from time to time (the "Code").

     2. Administration of the Plan. The Plan shall be administered by a
compensation committee (the "Committee") as appointed from time to time by the
Board of Directors of the Company (the "Board"), which Committee shall consist
of not less than two members of the Board; provided, however, that with respect
to members of the Committee and any other directors who (i) are not employees of
the Company or any of its subsidiaries or affiliates and (ii) are otherwise not
eligible for selection to participate in any other plan of the Company or any of
its subsidiaries or affiliates that entitles the participant therein to acquire
securities or derivative securities of the Company ("Nonemployee Directors"),
the Plan shall be administered by the entire Board, and accordingly, with
respect to Committee members and other Nonemployee Directors, references herein
to "Committee" shall mean the entire Board. A majority of the members of the
Committee shall constitute a quorum. The vote of a majority of a quorum shall
constitute action by the Committee.

     In administering the Plan, the Committee may adopt rules and regulations
for carrying out the Plan. The interpretation and decision with regard to any
question arising under the Plan made by the Committee shall be final and
conclusive on all employees and directors of the Company and its subsidiaries
participating or eligible to participate in the Plan. The Committee may consult
with counsel, who may be counsel to the Company, and shall not incur any
liability for any action taken in good faith in reliance upon the advice of
counsel. The Committee shall determine the employees and directors to whom, and
the time or times at which, grants or awards shall be made and the number of
shares to be included in the grants or awards. Within the limitations of the
Plan, the number of shares for which options will be granted from time to time
and the periods for which the options will be outstanding will be determined by
the Committee.

     Each option or stock or other awards granted pursuant to the Plan shall be
evidenced by an option agreement or award agreement (an "Agreement"). An
Agreement shall not be a precondition to the granting of options or stock or
other awards; however, no person shall have any rights under any option or stock
or other awards granted under the Plan unless and until the person to whom such
option or stock or other award shall have been granted shall have executed and
delivered to the Company an Agreement. The Committee shall prescribe the form of
all Agreements. A fully executed original of the Agreement shall be provided to
both the Company and the recipient of the grant or award.


<PAGE>


     3. Shares of Stock Subject to the Plan. The total number of shares that may
be optioned or awarded under the Plan is 1,500,000 shares of Common Stock except
that said number of shares shall be adjusted as provided in Section 13. Any
shares subject to an option which for any reason expires or is terminated
unexercised and any restricted stock which is forfeited may again be optioned or
awarded under the Plan. Shares subject to the Plan may be either authorized and
unissued shares or issued shares acquired by the Company or its subsidiaries.

     4. Eligibility. Key salaried employees, including officers, and directors
of the Company and its subsidiaries are eligible to be granted options and
awarded restricted stock under the Plan and to have their bonuses payable in
stock. The maximum number of shares of Common Stock that shall be available for
the grant of options intended to be incentive stock options, as defined in
Section 422 of the Code, shall be 1,500,000 shares (subject to adjustment as
provided in Section 13 hereof). The employees and directors who shall receive
awards or options under the Plan shall be selected from time to time by the
Committee, in its sole discretion, from among those eligible, which may be based
upon information furnished to the Committee by the Company's management, and the
Committee shall determine, in its sole discretion, the number of shares to be
covered by the award or awards and by the option or options granted to each such
employee or director selected. Such key salaried employees and directors who are
selected to participate in the Plan shall be referred to collectively herein as
"Participants." In no event shall any Participant who is a key employee be
granted stock options with respect to more than 150,000 shares of Common Stock
in any calendar year (subject to adjustment as provided in Section 13 hereof).

     5. Duration of the Plan. No award or option may be granted under the Plan
more than ten years from the date the Plan is adopted by the Board or the date
the Plan receives shareholder approval, whichever is earlier, but awards or
options theretofore granted may extend beyond that date.

     6. Terms and Conditions of Stock Options. All options granted under this
Plan shall be either incentive stock options, as defined in Section 422 of the
Code, or options other than incentive stock options; provided, however, that all
options granted to Nonemployee Directors shall be nonstatutory stock options not
intended to qualify as incentive stock options entitled to special tax treatment
under Section 422 of the Code. Each such option shall be subject to all the
applicable provisions of the Plan, including the following terms and conditions,
and to such other terms and conditions not inconsistent therewith as the
Committee shall determine.

     a) The option price per share shall be determined by the Committee.
However, subject to Section 6(k), the option price of incentive stock options
shall not be less than 100% of the Fair Market Value of a share of Common Stock
at the time the option is granted. For purposes of the Plan, the "Fair Market
Value" on any date, means (i) if the Common Stock is listed on a national
securities exchange or quotation system, the closing sales prices on such
exchange or quotation system on such date or, in the absence of reported sales
on such date, the closing sales price on the immediately preceding date on which
sales were reported, (ii) if the Common Stock is not listed on a national
securities exchange or quotation system, the mean between the bid and asked
prices as quoted by the National Association of Securities Dealers, Inc.
Automated Quotation System ("NASDAQ") for such date or (iii) if the Common Stock
is neither listed on a national securities exchange or quotation system nor
quoted by NASDAQ, the fair value as determined by such other method as the
Committee determines in good faith to be reasonable.


<PAGE>


     b) Each option shall be exercisable pursuant to the attainment of such
performance goals and/or during and over such period ending not later than ten
years from the date it was granted, as may be determined by the Committee and
stated in the Agreement. In no event may an option be exercised more than ten
years from the date the option was granted.

     c) Unless otherwise provided in the Agreement, no option shall be
exercisable within six months from the date of the granting of the option. An
option shall not be exercisable with respect to a fractional share of Common
Stock or with respect to the lesser of 50 shares or the full number of shares
then subject to the option. No fractional shares of Common Stock shall be issued
upon the exercise of an option. If a fractional share of Common Stock shall
become subject to an option by reason of a stock dividend or otherwise, the
optionee shall not be entitled to exercise the option with respect to such
fractional share.

     d) Each Agreement shall state whether the option(s) evidenced thereby will
or will not be treated as incentive stock option(s).

     e) Each option may be exercised by giving written notice to the Company
specifying the number of shares to be purchased, which shall be accompanied by
payment in full including, if required by applicable law, taxes, if any.
Payment, except as provided in the Agreement, shall be made as follows:

          (i) in United States dollars by certified check or bank draft; or

          (ii) by tendering to the Company shares of Common Stock already owned
     for at least six months by the person exercising the option, which may
     include shares received as the result of a prior exercise of an option, and
     having a Fair Market Value on the date on which the option is exercised
     equal to the cash exercise price applicable to such option; or

          (iii) by a combination of United States dollars and shares of Common
     Stock as aforesaid; or

          (iv) in accordance with a cashless exercise program established by the
     Committee in its sole discretion under which either (A) if so instructed by
     the optionee, shares may be issued directly to the optionee's broker or
     dealer upon receipt of the purchase price in cash from the broker or
     dealer, or (B) shares may be issued by the Company to an optionee's broker
     or dealer in consideration of such broker's or dealer's irrevocable
     commitment to pay to the Company that portion of the proceeds from the sale
     of such shares that is equal to the exercise price of the option(s)
     relating to such shares; or

          (v) in such other manner as permitted by the Committee at the time of
     grant or thereafter.

     No optionee shall have any rights to dividends or other rights of a
shareholder with respect to shares of Common Stock subject to such optionee's
option until such optionee has given written notice of exercise of such
optionee's option and paid in full for such shares.

     f) Notwithstanding the foregoing, the Committee may, in its sole
discretion, grant to a grantee of an option a right (a "stock appreciation
right") to elect, in the manner described below, in lieu of exercising such
grantee's option for all or a portion of the shares of Common Stock covered by
such option, to relinquish such grantee's option with respect to any or all of
such shares and to receive from the Company a payment having a value equal to
the amount by which (a) the Fair Market Value of a share of Common Stock on the
date of such election, multiplied by the number of shares as to which the
grantee shall have made such election, exceeds (b) the total exercise price for
that number of shares of Common Stock under the terms of such option; provided,
however, that to the extent that a stock appreciation right is exercised by a
Participant who is or may be subject to Section 16 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), during the ten-day election period
described in Rule 1.6b-3(e) of the Exchange Act, the amount described in clause
(a) above shall be equal to the highest Fair Market Value of the shares of
Common Stock during such ten-day election period. A stock appreciation right
shall be exercisable at the time the tandem option is exercisable, and the
"expiration date" for the stock appreciation right shall be the expiration date
for the tandem option. A grantee who makes such an election shall receive
payment in the sole discretion of the Committee (i) in cash equal to such excess
or (ii) in the nearest whole number of shares of Common Stock of the Company
having an aggregate Fair Market Value, which is not greater than the cash amount
calculated in clause (i) above; or (iii) a combination of the forms of payment
described in clauses (i) and (ii) above. A stock appreciation right may be
exercised only when the amount described in clause (a) above exceeds the amount
described in clause (b) above. An election to exercise stock appreciation rights
shall be deemed to have been made on the day written notice of such election,
addressed to the Committee, is received at the Company's offices. An option or
any portion thereof with respect to which a grantee has elected to exercise the
stock appreciation rights described above shall be surrendered to the Company
and such option shall thereafter remain exercisable according to its terms only
with respect to the number of shares as to which it would otherwise be
exercisable, less the number of shares with respect to which stock appreciation
rights have been exercised. The grant of a stock appreciation right shall be
evidenced by such form of Agreement as the Committee may prescribe. The
Agreement evidencing stock appreciation rights shall be personal and will
provide that the stock appreciation rights will not be transferable by the
grantee otherwise than by will or the laws of descent and distribution and that
they will be exercisable, during the lifetime of the grantee, only by the
grantee.


<PAGE>


     g) Except as provided in the Agreement, an option may be exercised only if
at all times during the period beginning with the date of the granting of the
option and ending on the date of such exercise, the grantee was an employee or
director of either the Company or of a subsidiary of the Company or of another
corporation referred to in Section 421(a)(2) of the Code. The Agreement shall
provide whether, and if so, to what extent, an option may be exercised after
termination of continuous employment, but any such exercise shall in no event be
later than the termination date of the option. If the grantee should die, or
become permanently disabled as determined by the Committee in accordance with
the Agreement, at any time when the option, or any portion thereof, shall be
exercisable by such grantee, the option will be exercisable within a period
provided for in the Agreement, by the optionee or person or persons to whom such
optionee's rights under the option shall have passed by will or by the laws of
descent and distribution, but in no event at a date later than the termination
of the option. The Committee may require medical evidence of permanent
disability, including medical examinations by physicians selected by it.

     h) The option by its terms shall be personal and shall not be transferable
by the optionee otherwise than by will or by the laws of descent and
distribution as provided in Section 6(g). During the lifetime of an optionee,
the option shall be exercisable only by the optionee. In the event any option is
exercised by the executors, administrators, heirs or distributees of the estate
of a deceased optionee as provided in Section 6(g), the Company shall be under
no obligation to issue Common Stock thereunder unless and until the Company is
satisfied that the person or persons exercising the option are the duly
appointed legal representative of the deceased optionee's estate or the proper
legatees or distributees thereof.

     i) Notwithstanding any intent to grant incentive stock options, an option
granted will not be considered an incentive stock option to the extent that it
together with any earlier incentive stock options permits the exercise for the
first time in any calendar year of more than $100,000 in Fair Market Value of
Common Stock (determined at the time of grant).


<PAGE>


     j) The Committee may, but need not, require such consideration from an
optionee at the time of granting an option as it shall determine, either in lieu
of, or in addition to, the limitations on exercisability provided in Section
6(e).

     k) No incentive stock option shall be granted to an employee who owns or
would own immediately before the grant of such option, directly or indirectly,
stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company. This restriction does not apply if, at the time such
incentive stock option is granted, the option price is at least 110% of the Fair
Market Value of one share of Common Stock, as determined in accordance with
Section 6(a), on the date of grant and the incentive stock option by its terms
is not exercisable after the expiration of five years from the date of grant.

     l) An option and any Common Stock received upon the exercise of an option
shall be subject to such other transfer restrictions and/or legending
requirements that are specified in the Agreement.

     7. Terms and Conditions of Restricted Stock Awards. All awards of
restricted stock under the Plan shall be subject to all the applicable
provisions of the Plan, including the following terms and conditions, and to
such other terms and conditions not inconsistent therewith, as the Committee
shall determine.

     a) Awards of restricted stock may be in addition to or in lieu of option
grants.

     b) During a period set by, and/or until the attainment of particular
performance goals based upon criteria established by, the Committee at the time
of each award of restricted stock (the "restriction period") as specified in the
Agreement, the recipient shall not be permitted to sell, transfer, pledge, or
otherwise encumber the shares of restricted stock; except that such shares may
be used, if the Agreement permits, to pay the option price of any option granted
under the Plan, provided an equal number of shares delivered to the recipient
shall carry the same restrictions as the shares so used.

     c) If so provided in the Agreement, shares of restricted stock shall become
free of all restrictions if (i) the recipient dies, (ii) the recipient's
employment terminates by reason of permanent disability, as determined by the
Committee, (iii) the recipient retires under specific circumstances set forth in
the Agreement, or (iv) there is a Change in Control (as defined in Section 9
hereof) of the Company. The Committee may require medical evidence of permanent
disability, including medical examinations by physicians selected by it. If the
Committee determines that any such recipient is not permanently disabled, the
restricted stock held by such recipient shall be forfeited and revert to the
Company.

     d) Unless and to the extent otherwise provided in the Agreement in
accordance with Section 7(c), shares of restricted stock shall be forfeited and
revert to the Company upon the recipient's termination of employment or
directorship during the restriction period, except to the extent the Committee,
in its sole discretion, finds that such forfeiture might not be in the best
interest of the Company and, therefore, waives all or part of the application of
this provision to the restricted stock held by such recipient.

     e) Stock certificates for restricted stock shall be registered in the name
of the recipient but shall be appropriately legended and returned to the Company
by the recipient, together with a stock power, endorsed in blank by the
recipient. The recipient shall be entitled to vote shares of restricted stock
and shall be entitled to all dividends paid thereon, except that dividends paid
in Common Stock or other property shall also be subject to the same
restrictions.


<PAGE>


     f) Restricted stock shall become free of the foregoing restrictions upon
expiration of the applicable restriction period, and the Company shall then
deliver Common Stock certificates evidencing such stock to the recipient.

     g) Restricted stock and any Common Stock received upon the expiration of
the restriction period shall be subject to such other transfer restrictions
and/or legending requirements that are specified in the Agreement.

     8. Bonuses Payable in Stock. In lieu of cash bonuses otherwise payable
under the Company's or applicable subsidiary's compensation practices to
employees and directors eligible to participate in the Plan, the Committee, in
its sole discretion, may determine that such bonuses shall be payable in Common
Stock or partly in Common Stock and partly in cash. Such bonuses shall be in
consideration of services previously performed and as an incentive toward future
services and shall consist of shares of Common Stock subject to such terms as
the Committee may determine in its sole discretion. The number of shares of
Common Stock payable in lieu of a bonus otherwise payable shall be determined by
dividing such amount by the Fair Market Value of one share of Common Stock on
the date the bonus is payable.

     9. Change in Control.

     a) In the event of a Change in Control of the Company, the Committee may,
in its sole discretion, provide that any of the following applicable actions be
taken as a result, or in anticipation, of any such event to assure fair and
equitable treatment of Participants:

          (i) accelerate restriction periods for purposes of vesting in, or
     realizing gain from, any outstanding option or shares of restricted stock
     awarded pursuant to this Plan;

          (ii) offer to purchase any outstanding option or shares of restricted
     stock made pursuant to this Plan from the holder for its equivalent cash
     value, as determined by the Committee, as of the date of the Change in
     Control; or

          (iii) make adjustments or modifications to outstanding options or with
     respect to restricted stock as the Committee deems appropriate to maintain
     and protect the rights and interests of the Participants following such
     Change in Control.

     Any such action approved by the Committee shall be conclusive and binding
on the Company, its subsidiaries and all Participants; provided, however, that
notwithstanding the foregoing, under no circumstances shall the Committee take
or approve any action that would result in an "Excess Parachute Payment," as
defined in Section 280G(b) of the Code.

     For purposes hereof, "Change in Control" means a change in control of the
Company of a nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A under the Exchange Act, whether or not
the Company is subject to the Exchange Act at such time; provided, however, that
without limiting the generality of the foregoing, such a Change in Control shall
in any event be deemed to occur if and when:

          (i) any person (as such term is used in Sections 13(d) and 14(d)(2) of
     the Exchange Act), the Company, its subsidiaries and affiliates (as defined
     in Rule 12b-2 under the Exchange Act), becomes the beneficial owner (as
     defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
     securities of the Company representing more than 20% of the combined voting
     power of the Company's then outstanding securities;


<PAGE>


          (ii) stockholders approve a merger or consolidation as a result of
     which securities representing less than 51% of the combined voting power of
     the outstanding voting securities of the surviving or resulting corporation
     will be beneficially owned, directly or indirectly, in the aggregate by the
     former stockholders of the Company;

          (iii) stockholders approve either (A) an agreement for the sale or
     disposition of all or substantially all of the Company's assets to an
     entity which is not a subsidiary of the Company, or (B) a plan of complete
     liquidation;

          (iv) the persons who were members of the Board immediately before the
     completion of a tender offer by any person other than the Company or a
     subsidiary or affiliate of the Company, or before a merger, consolidation,
     or contested election, or before any combination of such transactions,
     cease to constitute a majority of the Board as a result of such transaction
     or transactions; or

          (v) a change in control of the Company occurs of a nature that would
     be required to be reported in response to Item 6(e) of Schedule 14A of
     Regulation 14A under the Exchange Act if the Company were subject to the
     provisions of the Exchange Act at the time such change in control occurs
     (whether or not the Company is subject to the Exchange Act at that time),
     and at the time such change in control occurs, the Company is the
     beneficial owner (as defined in Rule 13d-3 under the Exchange Act),
     directly or indirectly, of securities of the Company representing (A) more
     than 30% of the combined voting power of the Company's then outstanding
     securities, and (B) more than the percentage of the combined voting power
     of the Company's outstanding securities beneficially owned, directly or
     indirectly, at that time by any other person (as such term is used in
     Sections 13(d) and 14(d)(2) of the Exchange Act).

     b) In no event, however, may (i) any option be exercised prior to the
expiration of six months from the date of grant (unless otherwise provided for
in the Agreement), or (ii) any option be exercised after ten years from the date
it was granted.

     10. Transfer, Leave of Absence. For the purpose of the Plan: (a) a transfer
of an employee from the Company to a subsidiary or affiliate of the Company,
whether or not incorporated, or vice versa, or from one subsidiary or affiliate
of the Company to another, and (b) a leave of absence, duly authorized in
writing by the Company or a subsidiary or affiliate of the Company, shall not be
deemed a termination of employment.

     11. Rights of Employees and Directors.

     a) No person shall have any rights or claims under the Plan except in
accordance with the provisions of the Plan and the Agreement.

     b) Nothing contained in the Plan or Agreement shall be deemed to give any
employee or director the right to be retained in the service of the Company or
its subsidiaries.

     12. Tax Withholding Obligations.


<PAGE>


     a) If required by applicable law, the payment of taxes, upon the exercise
of an option pursuant to Section 6(e) or a stock appreciation right pursuant to
Section 6(f), shall be in cash at the time of exercise or on the applicable tax
date under Section 83 of the Code, if later; provided, however, tax withholding
obligations may be met by the withholding of Common Stock otherwise deliverable
to the optionee pursuant to procedures approved by the Committee; provided,
further, however, the amount of Common Stock so withheld shall not exceed the
minimum required withholding obligation.

     b) If required by applicable law, recipients of restricted stock, pursuant
to Section 7, shall be required to pay taxes to the Company upon the expiration
of restriction periods or such earlier dates as elected pursuant to Section 83
of the Code; provided, however, tax withholding obligations may be met by the
withholding of Common Stock otherwise deliverable to the recipient pursuant to
procedures approved by the Committee. If tax withholding is required by
applicable law, in no event shall Common Stock be delivered to any awardee until
such awardee has paid to the Company in cash the amount of such tax required to
be withheld by the Company or has elected to have such awardee's withholding
obligations met by the withholding of Common Stock in accordance with the
procedures approved by the Committee or otherwise entered into an agreement
satisfactory to the Company providing for payment of withholding tax.

     c) the Company shall first withhold from any cash bonus described in
Section 8, an amount of cash sufficient to meet its tax withholding obligations
before the amount of Common Stock paid in accordance with Section 8 is
determined.

13.
Changes in Capital; Reorganization.

     a) Upon changes in the outstanding Common Stock by reason of a stock
dividend, stock split, reverse split, subdivision, recapitalization, an
extraordinary dividend payable in cash or property, combination or exchange of
shares, separation, reorganization or liquidation, and the like, the aggregate
number and class of shares available under the Plan as to which stock options
and restricted stock may be awarded, the number and class of shares under (i)
each option and the option price per share and (ii) each award of restricted
stock shall, in each case, be correspondingly adjusted by the Committee, such
adjustments to be made in the case of outstanding options without change in the
total price applicable to such options.

     b) In the event (i) the Company is merged or consolidated with another
entity and the Company is not the surviving corporation, or the Company shall be
the surviving corporation and there shall be any change in the Common Stock of
the Company by reason of such merger or consolidation, or (ii) all or
substantially all of the assets of the Company are acquired by another
corporation, or (iii) there is a reorganization or liquidation of the Company
(each, a "Reorganization Event"), or (iv) the Board shall propose that the
Company enter into a Reorganization Event, then the Board (acting solely through
members of the Board who were members of the Board prior to the occurrence of
the Reorganization Event) may in its discretion take any or all of the following
actions:

          (i) by written notice to the holders of stock options or restricted
     stock awards, provide that the stock options or restricted stock awards
     shall be terminated unless exercised within 30 days (or such longer period
     as the Board shall determine in its discretion) after the date of such
     notice; and

          (ii) advance the dates upon which (A) any or all outstanding stock
     options and stock appreciation rights shall be exercisable or (B)
     restrictions applicable to restricted stock awards shall lapse.


<PAGE>


     Whenever deemed appropriate by the Board, any action referred to in this
Section 13(b) may be made conditioned upon the consummation of the applicable
Reorganization Event.

     c) Any adjustments or other action pursuant to this Section 13 shall be
made by the Board and the Board's determination as to what adjustments shall be
made or actions taken, and the extent thereof, shall be final and binding.

     14. Miscellaneous Provisions.

     a) The Plan Shall be Unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the issuance of shares or the payment of cash upon exercise of
any option or stock appreciation right under the Plan. Proceeds from the sale of
shares of Common Stock pursuant to options granted under this Plan shall
constitute general funds of the Company. The expenses of the Plan shall be borne
by the Company.

     b) It is understood that the Committee may, at any time and from time to
time after the granting of an option or the award of restricted stock or bonuses
payable in Common Stock hereunder, specify such additional terms, conditions and
restrictions with respect to such option or stock as may be deemed necessary or
appropriate to ensure compliance with any and all applicable laws, including,
without limitation, terms, restrictions and conditions for compliance with
federal and state securities laws and methods of withholding or providing for
the payment of required taxes.

     c) If at any time the Committee shall determine, in its discretion, that
the listing, registration or qualification of shares of Common Stock upon any
national securities exchange or quotation system or under any state or federal
law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the sale or
purchase of shares of Common Stock hereunder, no option may be exercised or
restricted stock or stock bonus may be transferred in whole or in part unless
and until such listing, registration, qualification, consent or approval shall
have been effected or obtained, or otherwise provided for, free of any
conditions not acceptable to the Committee.

     d) By accepting any benefit under the Plan, each Participant and each
person claiming under or through such Participant shall be conclusively deemed
to have indicated such Participant's or person's acceptance and ratification,
and consent to, any action taken under the Plan by the Committee, the Company or
the Board.

     e) THE PLAN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF
LAWS THEREOF.

     15. Limits of Liability.

     a) Any liability of the Company or any of its subsidiaries to any
participant with respect to any option or award shall be based solely upon
contractual obligations created by the Plan and the Agreement.

     b) None of the Company or any of its subsidiaries, or any member of the
Committee or the Board, or any other person participating in any determination
of any question under the Plan, or in the interpretation, administration or
application of the Plan, shall have any liability to any party for any action
taken or not taken in connection with the Plan, except as may expressly be
provided by statute.


<PAGE>


     16. Amendments and Termination. The Board may, at any time, amend, alter or
discontinue the Plan; provided, however, no amendment, alteration or
discontinuation shall be made which, without the approval of the stockholders,
would:

     a) except as is provided in Section 13, increase the maximum number of
shares of Common Stock reserved for the purpose of the Plan;

     b) except as is provided in Section 13, decrease the option price of an
option to less than 100% of the Fair Market Value of a share of Common Stock on
the date of the granting of the option;

     c) change the class of persons eligible to receive an award of restricted
stock, options or bonuses payable in Common Stock under the Plan; or (d) extend
the duration of the Plan.

     d) the Committee may amend the terms of any award of restricted stock or
option theretofore granted, retroactively or prospectively, but no such
amendment shall impair the rights of any holder without such holder's written
consent.

     17. Duration. The Plan shall be adopted by the Board as of the date on
which it is approved by a majority of the Company's stockholders, which approval
must occur within the period ending 12 months after the date the Plan is
adopted. The Plan shall terminate upon the earliest of the following dates or
events to occur:

     a) the adoption of a resolution of the Board, terminating the Plan; or

     b) the date all shares of Common Stock subject to the Plan are purchased
according to the Plan's provisions; or

     c) ten years from the date hereof.