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                                                                   EXHIBIT 10.39


                              PARTNERCOMMUNITY INC.
                            2000 STOCK INCENTIVE PLAN

                                   SECTION 1.
                                     PURPOSE

         The purpose of this Plan is to promote the interests of the Company by
providing the opportunity to purchase Shares or to receive compensation which is
based upon appreciation in the value of Shares to Employees and Key Persons in
order to attract and retain Employees and Key Persons by providing an incentive
to work to increase the value of Shares and a stake in the future of the Company
which corresponds to the stake of each of the Company's shareholders. The Plan
provides for the grant of Incentive Stock Options, Non-Qualified Stock Options,
Restricted Stock Awards and Stock Appreciation Rights to aid the Company in
obtaining these goals.

                                   SECTION 2.
                                   DEFINITIONS

         Each term set forth in this Section shall have the meaning set forth
opposite such term for purposes of this Plan and, for purposes of such
definitions, the singular shall include the plural and the plural shall include
the singular, and reference to one gender shall include the other gender.

         2.1 BOARD means the Board of Directors of the Company.

         2.2 CAUSE shall mean an act or acts by an employee involving (a) the
use for profit or disclosure to unauthorized persons of confidential information
or trade secrets of the Company, (b) the breach of any contract with the
Company, (c) the violation of any fiduciary obligation to the Company, (d) the
unlawful trading in the securities of the Company or of another corporation
based on information gained as a result of the performance of services for the
Company, (e) a felony conviction or the failure to contest prosecution of a
felony, or (f) willful misconduct, dishonesty, embezzlement, fraud, deceit or
civil rights violations, or other unlawful acts.

         2.3 CHANGE OF CONTROL means either of the following:

                  (a) any transaction or series of transactions pursuant to
which the Company sells, transfers, leases, exchanges or disposes of
substantially all (i.e., at least ninety percent (90%)) of its assets for cash
or property, or for a combination of cash and property, or for other
consideration; or

                  (b) any transaction, except as otherwise set forth in this
paragraph, pursuant to which persons who are not current shareholders of the
Company acquire by merger, consolidation, reorganization, division or other
business combination or transaction, or by a purchase from any then current
shareholder or group of shareholders of, an interest in the Company so that
after such transaction, the shareholders of the Company immediately prior to
such transaction no longer have a controlling (i.e., 50% or more) voting
interest in the Company. However, notwithstanding the foregoing, in no event
shall the following constitute a "Change of Control": (i) the sale of Common
Stock, preferred stock or other equity securities, or any debt or other
securities convertible into equity securities, by the Company, including without
limitation an initial public offering of the Company's common stock; or (ii) the
distribution by any shareholder of the Company, by dividend distribution,

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spinoff or otherwise, of shares of the Company's capital stock (Common or
Preferred) to any or all of such shareholder's shareholders, partners, members
or other equity owners.

         2.4 CODE means the Internal Revenue Code of 1986, as amended.

         2.5 COMMITTEE means any committee appointed by the Board to administer
the Plan, as specified in Section 5 hereof. Any such committee shall be
comprised entirely of Directors.

         2.6 COMMON STOCK means the common stock of the Company.

         2.7 COMPANY means PartnerCommunity, Inc., a Delaware corporation, and
any successor to such organization.

         2.8 CONSTRUCTIVE DISCHARGE means a termination of employment with the
Company by an Employee due to any of the following events IF the termination
occurs within thirty (30) days of such event:

                  (a) Forced Relocation or Transfer. The Employee may continue
employment with the Company (or a successor employer), but such employment is
contingent on the Employee's being transferred to a site of employment which is
located further than 50 miles from the Employee's current site of employment.
For this purpose, an Employee's site of employment shall be the site of
employment to which they are assigned as their home base, from which their work
is assigned, or to which they report, and shall be determined by the Committee
in its sole discretion on the basis of the facts and circumstances.

                  (b) Decrease in Salary or Wages. The Employee may continue
employment with the Company (or a successor employer), but such employment is
contingent upon the Employee's acceptance of a salary or wage rate which is less
than the Employee's prior salary or wage rate.

                  (c) Significant and Substantial Reduction in Benefits. The
Employee may continue employment with the Company (or a successor employer), but
such employment is contingent upon the Employee's acceptance of a reduction in
the pension, welfare or fringe benefits provided which is both significant and
substantial when expressed as a dollar amount or when expressed as a percentage
of the Employee's cash compensation. The determination of whether a reduction in
pension, welfare or fringe benefits is significant and substantial shall be made
on the basis of all pertinent facts and circumstances, including the entire
benefit (pension, welfare and fringe) package provided to the Employee, and any
salary or wages paid to the Employee. However, notwithstanding the preceding,
any modification or elimination of benefits which results solely from the
provision of new benefits to an Employee by a successor employer as a result of
a change of the Employee's employment from employment with the Company to
employment with such successor shall not be deemed a Significant and Substantial
Reduction in Benefits where such new benefits are identical to the benefits
provided to similarly situated Employees of the successor.

         2.9 DIRECTOR means a member of the Board.

         2.10 EMPLOYEE means an employee of the Company, a Subsidiary or a
Parent.

         2.11 EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended.


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         2.12 EXERCISE PRICE means the price which shall be paid to purchase one
(1) Share upon the exercise of an Option granted under this Plan.

         2.13 FAIR MARKET VALUE of each Share on any date means the price
determined below as of the close of business on such date (provided, however, if
for any reason, the Fair Market Value per share cannot be ascertained or is
unavailable for the date in question, the Fair Market Value per share shall be
determined as of the nearest preceding date on which such Fair Market Value can
be ascertained under the appropriate method indicated below):

                  (a) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the National
Market of the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") System, its Fair Market Value per share shall be the
closing sale price for the Common Stock (or the mean of the closing bid and
asked prices, if no sales were reported), as quoted on such exchange or system
on the date of such determination, as reported in The Wall Street Journal or
such other source as the Board deems reliable; or

                  (b) If the Common Stock is not listed on any established stock
exchange or a national market system, its Fair Market Value per share shall be
the average of the closing dealer "bid" and "ask" prices of a share of the
Common Stock as reflected on the NASDAQ interdealer quotation system of the
National Association of Securities Dealers, Inc. on the date of such
determination; or

                  (c) In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Board.

         2.14 INSIDER means an individual who is, on the relevant date, an
officer, director or ten percent (10%) beneficial owner of any class of the
Company's equity securities that is registered pursuant to Section 11 of the
Exchange Act, all as defined under Section 16 of the Exchange Act.

         2.15 ISO means an option granted under this Plan to purchase Shares
which is intended by the Company to satisfy the requirements of Code Section 422
as an incentive stock option.


         2.16 KEY PERSON means (i) a member of the Board who is not an Employee,
(ii) a consultant, distributor or other person who has rendered or committed to
render valuable services to the Company, a Subsidiary or a Parent, (iii) a
person who has incurred, or is willing to incur, financial risk in the form of
guaranteeing or acting as co-obligor with respect to debts or other obligations
of the Company, or (iv) a person who has extended credit to the Company. Key
Persons are not limited to individuals and, subject to the preceding definition,
may include corporations, partnerships, associations and other entities.

         2.17 NON-ISO means an option granted under this Plan to purchase Shares
which is not intended by the Company to satisfy the requirements of
Code Section 422.

         2.18 OPTION means an ISO or a Non-ISO.

         2.19 OUTSIDE DIRECTOR means a Director who is not an Employee and who
qualifies as (1) a "non-employee director" under Rule 16b-3(b)(3) under the 1934
Act, as amended from time to time, and (2) an "outside director" under Code
Section 162(m) and the regulations promulgated thereunder.


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         2.20 PARENT means any corporation which is a parent of the Company
(within the meaning of Code Section 424(e)).

         2.21 PARTICIPANT means an individual who receives a Stock Incentive
hereunder.

         2.22 PERFORMANCE-BASED EXCEPTION means the performance-based exception
from the tax deductibility limitations of Code Section 162(m).

         2.23 PLAN means the PartnerCommunity, Inc. 2000 Stock Incentive Plan,
as may be amended from time to time.

         2.24 RESTRICTED STOCK AWARD means an award of Common Stock granted to a
Participant under this Plan whereby the Participant has immediate rights of
ownership in the shares of Common Stock underlying the award, but such shares
are subject to restrictions in accordance with the terms and provisions of this
Plan and the Stock Incentive Agreement pertaining to the award and may be
subject to forfeiture by the individual until the earlier of (a) the time such
restrictions lapse or are satisfied, or (b) the time such shares are forfeited,
pursuant to the terms and provisions of the Stock Incentive Agreement pertaining
to the award.

         2.25 SHARE means a share of the Common Stock of the Company.

         2.26 STOCK APPRECIATION RIGHT means a right granted to a Participant
pursuant to the terms and provisions of this Plan whereby the individual,
without payment to the Company (except for any applicable withholding or other
taxes), receives cash, shares of Common Stock, a combination thereof, or such
other consideration as the Board may determine, in an amount equal to the excess
of the Fair Market Value per share on the date on which the Stock Appreciation
Right is exercised over the exercise price noted in the Stock Appreciation
Right.

         2.27 STOCK INCENTIVE means an ISO, a Non-ISO, a Restricted Stock Award
or a Stock Appreciation Right.

         2.28 STOCK INCENTIVE AGREEMENT means an agreement between the Company
and a Participant evidencing an award of a Stock Incentive.

         2.29 SUBSIDIARY means any corporation which is a subsidiary of the
Company (within the meaning of Code Section 424(f)).

         2.30 TEN PERCENT SHAREHOLDER means a person who owns (after taking into
account the attribution rules of Code Section 424(d)) more than ten percent
(10%) of the total combined voting power of all classes of shares of either the
Company, a Subsidiary or a Parent.

         2.31 VESTING TERMINATION shall mean a termination of the employment of
an employee where such termination is done by the Company without Cause or where
such termination is a Constructive Discharge.

                                   SECTION 3.
                       SHARES SUBJECT TO STOCK INCENTIVES


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         The total number of Shares that may be issued pursuant to Stock
Incentives under this Plan shall not exceed 2,500,000, as adjusted pursuant to
Section 10. Such Shares shall be reserved, to the extent that the Company deems
appropriate, from authorized but unissued Shares, and from Shares which have
been reacquired by the Company. Furthermore, any Shares subject to a Stock
Incentive which remain after the cancellation, expiration or exchange of such
Stock Incentive thereafter shall again become available for use under this Plan.
Notwithstanding anything herein to the contrary, no Participant may be granted
Options or Stock Appreciation Rights covering an aggregate number of Shares in
excess of [Number of Shares for 162(m) Limit] in any calendar year.

                                   SECTION 4.
                                 EFFECTIVE DATE

         The effective date of this Plan, as documented hereby, shall be the
date it is adopted by the Board, as noted in resolutions effectuating such
adoption, provided the shareholders of the Company approve this Plan within
twelve (12) months after such effective date. If such effective date comes
before such shareholder approval, any Stock Incentives granted under this Plan
before the date of such approval automatically shall be granted subject to such
approval.

                                   SECTION 5.
                                 ADMINISTRATION

         5.1 GENERAL ADMINISTRATION. This Plan shall be administered by the
Board. The Board, acting in its absolute discretion, shall exercise such powers
and take such action as expressly called for under this Plan. The Board shall
have the power to interpret this Plan and, subject to the terms and provisions
of this Plan, to take such other action in the administration and operation of
the Plan as it deems equitable under the circumstances. The Board's actions
shall be binding on the Company, on each affected Employee or Key Person, and on
each other person directly or indirectly affected by such actions.

         5.2 AUTHORITY OF THE BOARD. Except as limited by law or by the Articles
of Incorporation or Bylaws of the Company, and subject to the provisions herein,
the Board shall have full power to select Employees and Key Persons who shall
participate in the Plan, to determine the sizes and types of Stock Incentives in
a manner consistent with the Plan, to determine the terms and conditions of
Stock Incentives in a manner consistent with the Plan, to construe and interpret
the Plan and any agreement or instrument entered into under the Plan, to
establish, amend or waive rules and regulations for the Plan's administration,
and to amend the terms and conditions of any outstanding Stock Incentives as
allowed under the Plan and such Stock Incentives. Further, the Board may make
all other determinations which may be necessary or advisable for the
administration of the Plan.

         5.3 DELEGATION OF AUTHORITY. The Board may delegate its authority under
the Plan, in whole or in part, to a Committee appointed by the Board consisting
of not less than two (2) directors. The members of the Committee shall be
appointed from time to time by, and shall serve at the discretion of, the Board.
The Committee (if appointed) shall act according to the policies and procedures
set forth in the Plan and to those policies and procedures established by the
Board, and the Committee shall have such powers and responsibilities as are set
forth by the Board. Reference to the Board in this Plan shall specifically
include reference to the Committee where the Board has delegated its authority
to the Committee, and any action by the Committee pursuant to a delegation of
authority


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by the Board shall be deemed an action by the Board under the Plan.
Notwithstanding the above, the Board may assume the powers and responsibilities
granted to the Committee at any time, in whole or in part. With respect to
Committee appointments and composition, only a Committee (or a sub-committee
thereof) comprised solely of two (2) or more Outside Directors may grant Stock
Incentives which will meet the Performance-Based Exception, and only a Committee
comprised solely of Outside Directors may grant Stock Incentives to Insiders
that will be exempt from Section 16(b) of the Exchange Act.

         5.4 DECISIONS BINDING. All determinations and decisions made by the
Board (or its delegate) pursuant to the provisions of this Plan and all related
orders and resolutions of the Board shall be final, conclusive and binding on
all persons, including the Company, its stockholders, Directors, Employees, Key
Persons, Participants, and their estates and beneficiaries

         5.5 INDEMNIFICATION FOR DECISIONS. No member of the Board of the
Committee (or a sub-committee thereof) shall be liable for any action taken or
determination made hereunder in good faith. Service on the Committee (or a
sub-committee thereof) shall constitute service as a director of the Company so
that the members of the Committee (or a sub-committee thereof) shall be entitled
to indemnification and reimbursement as directors of the Company pursuant to its
bylaws and applicable law. In addition, the members of the Board, Committee (or
a sub-committee thereof) shall be indemnified by the Company against (a) the
reasonable expenses, including attorneys' fees actually and necessarily incurred
in connection with the defense of any action, suit or proceeding, to which they
or any of them may be a party by reason of any action taken or failure to act
under or in connection with the Plan, any Stock Incentive granted hereunder, and
(b) against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the Company) or
paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it shall be adjudged in
such action, suit or proceeding that such individual is liable for gross
negligence or misconduct in the performance of his duties, provided that within
60 days after institution of any such action, suit or proceeding a Committee
member or delegatee shall in writing offer the Company the opportunity, at its
own expense, to handle and defend the same.

                                   SECTION 6.
                                   ELIGIBILITY

         Employees and Key Persons selected by the Board shall be eligible for
the grant of Stock Incentives under this Plan, but no Employee or Key Person
shall have the right to be granted a Stock Incentive under this Plan merely as a
result of his or her status as an Employee or Key Person. Only Employees shall
be eligible to receive a grant of ISO's.

                                    SECTION 7
                            TERMS OF STOCK INCENTIVES

         7.1 TERMS AND CONDITIONS OF ALL STOCK INCENTIVES.

                  (a) Grants of Stock Incentives. The Board, in its absolute
discretion, shall grant Stock Incentives under this Plan from time to time and
shall have the right to grant new Stock Incentives in exchange for outstanding
Stock Incentives. Stock Incentives shall be granted to


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Employees or Key Persons selected by the Board, and the Board shall be under no
obligation whatsoever to grant Stock Incentives to all Employees or Key Persons,
or to grant all Stock Incentives subject to the same terms and conditions.

                  (b) Shares Subject to Stock Incentives. The number of Shares
as to which a Stock Incentive shall be granted shall be determined by the Board
in its sole discretion, subject to the provisions of Section 3 as to the total
number of shares available for grants under the Plan.

                  (c) Stock Incentive Agreements. Each Stock Incentive shall be
evidenced by a Stock Incentive Agreement executed by the Company and the
Participant, which shall be in such form and contain such terms and conditions
as the Board in its discretion may, subject to the provisions of the Plan, from
time to time determine.

                  (d) Date of Grant. The date a Stock Incentive is granted shall
be the date on which the Board (1) has approved the terms and conditions of the
Stock Incentive Agreement, (2) has determined the recipient of the Stock
Incentive and the number of Shares covered by the Stock Incentive and (3) has
taken all such other action necessary to complete the grant of the Stock
Incentive.

         7.2 TERMS AND CONDITIONS OF OPTIONS.

                  (a) Necessity of Stock Incentive Agreements. Each grant of an
Option shall be evidenced by a Stock Incentive Agreement which shall specify
whether the Option is an ISO or Non-ISO, and incorporate such other terms and
conditions as the Board, acting in its absolute discretion, deems consistent
with the terms of this Plan, including (without limitation) a restriction on the
number of Shares subject to the Option which first become exercisable or subject
to surrender during any calendar year. The Board and/or the Company shall have
complete discretion to modify the terms and provisions of an Option in
accordance with Section 12 of this Plan even though such modification may change
the Option from an ISO to Non-ISO.

                  (b) Determining Optionees. In determining Employee(s) or Key
Person(s) to whom an Option shall be granted and the number of Shares to be
covered by such Option, the Board may take into account the recommendations of
the Chief Executive Officer of the Company and its other officers, the duties of
the Employee or Key Person, the present and potential contributions of the
Employee or Key Person to the success of the Company, the anticipated number of
years of service remaining before the attainment by the Employee of retirement
age, and other factors deemed relevant by the Board, in its sole discretion, in
connection with accomplishing the purpose of this Plan. An Employee or Key
Person who has been granted an Option to purchase Shares, whether under this
Plan or otherwise, may be granted one or more additional Options. If the Board
grants an ISO and a Non-ISO to an Employee on the same date, the right of the
Employee to exercise or surrender one such Option shall not be conditioned on
his or her failure to exercise or surrender the other such Option.

                  (c) Exercise Price. Subject to adjustment in accordance with
Section 10 and the other provisions of this Section, the Exercise Price shall be
as set forth in the applicable Stock Incentive Agreement. With respect to each
grant of an ISO to a Participant who is not a Ten Percent Shareholder, the
Exercise Price shall not be less than the Fair Market Value on the date the ISO
is granted. With respect to each grant of an ISO to a Participant who is a Ten
Percent Shareholder, the Exercise Price shall not be less than one hundred ten
percent (110%) of the Fair Market Value on the


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date the ISO is granted. If a Stock Incentive is a Non-ISO, the Exercise Price
for each Share shall be no less than the minimum price required by applicable
state law, or by the Company's governing instrument, whichever price is greater.
Any Stock Incentive intended to meet the Performance-Based Exception must be
granted with an Exercise Price equivalent to or greater than the Fair Market
Value of the Shares subject thereto.

                  (d) Option Term. Each Option granted under this Plan shall be
exercisable in whole or in part at such time or times as set forth in the
related Stock Incentive Agreement, but no Stock Incentive Agreement shall:

                           (i) make an Option exercisable before the date such
Option is granted; or

                           (ii) make an Option exercisable after the earlier of:

                                    (A) the date such Option is exercised in
full, or

                                    (B) the date which is the tenth (10th)
anniversary of the date such Option is granted, if such Option is a Non-ISO or
an ISO granted to a non-Ten Percent Shareholder, or the date which is the fifth
(5th) anniversary of the date such Option is granted, if such Option is an ISO
granted to a Ten Percent Shareholder. A Stock Incentive Agreement may provide
for the exercise of an Option after the employment of an Employee has terminated
for any reason whatsoever, including death or disability. The Employee's rights,
if any, upon termination of employment will be set forth in the applicable Stock
Incentive Agreement.

                  (e) Payment. Options shall be exercised by the delivery of a
written notice of exercise to the Company, setting forth the number of Shares
with respect to which the Option is to be exercised accompanied by full payment
for the Shares. Payment for shares of Stock purchased pursuant to exercise of an
Option shall be made in cash or, unless the Stock Incentive Agreement provides
otherwise, by delivery to the Company of a number of Shares which have been
owned and completely paid for by the holder for at least six (6) months prior to
the date of exercise (i.e., "mature shares" for accounting purposes) having an
aggregate Fair Market Value equal to the amount to be tendered, or a combination
thereof. In addition, unless the Stock Incentive Agreement provides otherwise,
the Option may be exercised through a brokerage transaction following
registration of the Company's equity securities under Section 12 of the
Securities Exchange Act of 1934 as permitted under the provisions of Regulation
T applicable to cashless exercises promulgated by the Federal Reserve Board.
However, notwithstanding the foregoing, with respect to any Option recipient who
is an Insider, a tender of shares or a cashless exercise must (1) have met the
requirements of an exemption under Rule 16b-3 promulgated under the Exchange
Act, or (2) be a subsequent transaction the terms of which were provided for in
a transaction initially meeting the requirements of an exemption under Rule
16b-3 promulgated under the Exchange Act. Unless the Stock Incentive Agreement
provides otherwise, the foregoing exercise payment methods shall be subsequent
transactions approved by the original grant of an Option. Except as provided in
subparagraph (f) below, payment shall be made at the time that the Option or any
part thereof is exercised, and no Shares shall be issued or delivered upon
exercise of an Option until full payment has been made by the Participant. The
holder of an Option, as such, shall have none of the rights of a stockholder.
Notwithstanding the above, and in the sole discretion of the Board, an Option
may be exercised as to a portion or all (as determined by the Board) of the
number of Shares specified in the Stock Incentive


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Agreement by delivery to the Company of a promissory note, such promissory note
to be executed by the Participant and which shall include, with such other terms
and conditions as the Board shall determine, provisions in a form approved by
the Board under which: (i) the balance of the aggregate purchase price shall be
payable in equal installments over such period and shall bear interest at such
rate (which shall not be less than the prime bank loan rate as determined by the
Board) as the Board shall approve, and (ii) the Participant shall be personally
liable for payment of the unpaid principal balance and all accrued but unpaid
interest. Other methods of payment may also be used if approved by the Board in
its sole and absolute discretion and provided for under the Stock Incentive
Agreement.

                  (f) Conditions to Exercise of an Option. Each Option granted
under the Plan shall vest and shall be exercisable at such time or times, or
upon the occurrence of such event or events, and in such amounts, as the Board
shall specify in the Stock Incentive Agreement; provided, however, that
subsequent to the grant of an Option, the Board, at any time before complete
termination of such Option, may accelerate the time or times at which such
Option may vest or be exercised in whole or in part. The Board may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option as it
may deem advisable, including, without limitation, vesting or performance-based
restrictions, restrictions under applicable federal securities laws, under the
requirements of any stock exchange or market upon which such Shares are then
listed and/or traded, and under any blue sky or state securities laws applicable
to such Shares.

                  (g) Transferability of Options. An Option shall not be
transferable or assignable except by will or by the laws of descent and
distribution and shall be exercisable, during the Participant's lifetime, only
by the Participant, or in the event of the disability of the Participant;
provided, however, that in the event the Participant is incapacitated and unable
to exercise his or her Option, such Option may be exercised by such
Participant's legal guardian, legal representative, or other representative whom
the Board deems appropriate based on applicable facts and circumstances. The
determination of incapacity of a Participant and the determination of the
appropriate representative of the Participant who shall be able to exercise the
Option if the Participant is incapacitated shall be determined by the Board in
its sole and absolute discretion. Notwithstanding the foregoing, except as
otherwise provided in the Stock Incentive Agreement, a Non-ISO may also be
transferred as a bona fide gift (i) to his spouse or lineal descendant or lineal
ascendant, (ii) to a trust for the benefit of one or more individuals described
in clause (i), or (iii) to a partnership of which the only partners are one or
more individuals described in clause (i), in which case the transferee shall be
subject to all provisions of the Plan, the Stock Incentive Agreement and other
agreements between the Company and the Participant in connection with the
exercise of the Option and purchase of Shares. In the event of such a gift, the
Optionee shall promptly notify the Board of such transfer and deliver to the
Board such written documentation as the Board may in its discretion request,
including, without limitation, the written acknowledgment of the donee that the
donee is subject to the provisions of the Plan, the Stock Incentive Agreement
and other agreements between the Company and the Participant.

                  (h) Special Provisions for Certain Substitute Options.
Notwithstanding anything to the contrary in this Section, any Option in
substitution for a stock option previously issued by another entity, which
substitution occurs in connection with a transaction to which Code Section
424(a) is applicable, may provide for an exercise price computed in accordance
with Code Section 424(a) and the regulations thereunder and may contain such
other terms and conditions as the Board may prescribe to cause such substitute
Option to contain as nearly as possible the same terms and conditions (including
the


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applicable vesting and termination provisions) as those contained in the
previously issued stock option being replaced thereby.

                  (i) ISO Tax Treatment Requirements. With respect to any Option
which purports to be an ISO, to the extent that the aggregate Fair Market Value
(determined as of the date of grant of such Option) of stock with respect to
which such Option is exercisable for the first time by any individual during any
calendar year exceeds one hundred thousand dollars ($100,000.00), such Option
shall not be treated as an ISO in accordance with Code Section 422(d). The rule
of the preceding sentence is applied in the order in which Options are granted.
Also, with respect to any Option which purports to be an ISO, such Option shall
not be treated as an ISO if the Participant disposes of shares acquired
thereunder within two (2) years from the date of the granting of the Option or
within one (1) year of the exercise of the Option, or if the Participant has not
meet the requirements of Code Section 422(a)(2).

         7.3 TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS. A Stock
Appreciation Right may be granted in connection with all or any portion of a
previously or contemporaneously granted Option or not in connection with an
Option. A Stock Appreciation Right shall entitle the Participant to receive upon
exercise or payment the excess of the Fair Market Value of a specified number of
Shares at the time of exercise, over a specified price which shall be not less
than the Exercise Price for that number of Shares in the case of a Stock
Appreciation Right granted in connection with a previously or contemporaneously
granted Option, or in the case of any other Stock Appreciation Right not less
than one hundred percent (100%) of the Fair Market Value of that number of
Shares at the time the Stock Appreciation Right was granted. The exercise of a
Stock Appreciation Right shall result in a pro rata surrender of the related
Option to the extent the Stock Appreciation Right has been exercised.

                  (a) Payment. Upon exercise or payment of a Stock Appreciation
Right, the Company shall pay to the Participant the appreciation in cash or
Shares (at the aggregate Fair Market Value on the date of payment or exercise)
as provided in the Stock Incentive Agreement or, in the absence of such
provision, as the Board may determine.

                  (b) Conditions to Exercise. Each Stock Appreciation Right
granted under the Plan shall be exercisable at such time or times, or upon the
occurrence of such event or events, and in such amounts, as the Board shall
specify in the Stock Incentive Agreement; provided, however, that subsequent to
the grant of a Stock Appreciation Right, the Board, at any time before complete
termination of such Stock Appreciation Right, may accelerate the time or times
at which such Stock Appreciation Right may be exercised in whole or in part.

                  (c) Transferability of Stock Appreciation Rights. Except as
otherwise provided in a Participant's Stock Incentive Agreement, no Stock
Appreciation Right granted under the Plan may be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. Further, except as otherwise provided in a
Participant's Stock Incentive Agreement, all Stock Appreciation Rights granted
to a Participant under the Plan shall be exercisable, during the Participant's
lifetime, only by the Participant; provided, however, that in the event the
Participant is incapacitated and unable to exercise his or her Stock
Appreciation Right, such Stock Appreciation Right may be exercised by such
Participant's legal guardian, legal representative, or other representative whom
the Board deems appropriate based on applicable facts and circumstances. The
determination of incapacity of a Participant and the determination of the
appropriate representative of the Participant shall be determined by the Board
in its sole and absolute


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<PAGE>   11

discretion. Notwithstanding the foregoing, except as otherwise provided in the
Stock Incentive Agreement, (A) a Stock Appreciation Right which is granted in
connection with the grant of a Non-ISO may be transferred, but only with the
Non-ISO, and (B) a Stock Appreciation Right which is not granted in connection
with the grant of a Non-ISO, may be transferred as a bona fide gift (i) to his
spouse or lineal descendant or lineal ascendant, (ii) to a trust for the benefit
of one or more individuals described in clause (i), or (iii) to a partnership of
which the only partners are one or more individuals described in clause (i), in
which case the transferee shall be subject to all provisions of the Plan, the
Stock Incentive Agreement and other agreements between the Company and the
Participant in connection with the exercise of the Stock Appreciation Right. In
the event of such a gift, the Optionee shall promptly notify the Board of such
transfer and deliver to the Board such written documentation as the Board may in
its discretion request, including, without limitation, the written
acknowledgment of the donee that the donee is subject to the provisions of the
Plan, the Stock Incentive Agreement and other agreements between the Company and
the Participant in connection with the exercise of the Stock Appreciation Right.

                  (d) Special Provisions for Tandem SAR's. A Stock Appreciation
Right granted in connection with an Option may only be exercised to the extent
that the related Option has not been exercised. A Stock Appreciation Right
granted in connection with an ISO (1) will expire no later than the expiration
of the underlying ISO, (2) may be for no more than the difference between the
exercise price of the underlying ISO and the market price of the stock subject
to the underlying ISO at the time the Stock Appreciation Right is exercised, (3)
may be transferable only when, and under the same conditions as, the underlying
ISO is transferable, and (4) may be exercised only (i) when the underlying ISO
could be exercised and (ii) when the Fair Market Value of the stock subject to
the ISO exceeds the exercise price of the ISO.

         7.4 TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS. Shares awarded
pursuant to Restricted Stock Awards shall be subject to such restrictions as
determined by the Board for periods determined by the Board. Unless the
applicable Stock Incentive Agreement provides otherwise, holders of Restricted
Stock Awards shall be entitled to vote and receive dividends during the periods
of restriction to the same extent as holders of unrestricted Common Stock. The
Board shall have the power to permit, in its discretion, an acceleration of the
expiration of the applicable restriction period with respect to any part or all
of the Shares awarded to a Participant. The Board may require a cash payment
from the Participant in an amount no greater than the aggregate Fair Market
Value of the Shares awarded determined at the date of grant in exchange for the
grant of a Restricted Stock Award or may grant a Restricted Stock Award without
the requirement of a cash payment. A Restricted Stock Award may be transferred,
except as otherwise provided in the Stock Incentive Agreement, as a bona fide
gift (i) to his spouse or lineal descendant or lineal ascendant, (ii) to a trust
for the benefit of one or more individuals described in clause (i), or (iii) to
a partnership of which the only partners are one or more individuals described
in clause (i), in which case the transferee shall be subject to all provisions
of the Plan, the Stock Incentive Agreement, and other agreements between the
Company and the Participant in connection with the Restricted Stock Award. In
the event of such a gift, the Optionee shall promptly notify the Board of such
transfer and deliver to the Board such written documentation as the Board may in
its discretion request, including, without limitation, the written
acknowledgment of the donee that the donee is subject to the provisions of the
Plan, the Stock Incentive Agreement and the Restricted Stock Award.


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<PAGE>   12

                                   SECTION 8.
                              SECURITIES REGULATION

         Each Stock Incentive Agreement may provide that, upon the receipt of
Shares as a result of the exercise of a Stock Incentive or otherwise, the
Participant shall, if so requested by the Company, hold such Shares for
investment and not with a view of resale or distribution to the public and, if
so requested by the Company, shall deliver to the Company a written statement
satisfactory to the Company to that effect. Each Stock Incentive Agreement may
also provide that, if so requested by the Company, the Participant shall make a
written representation to the Company that he or she will not sell or offer to
sell any of such Shares unless a registration statement shall be in effect with
respect to such Shares under the Securities Act of 1933, as amended ("1933
Act"), and any applicable state securities law or, unless he or she shall have
furnished to the Company an opinion, in form and substance satisfactory to the
Company, of legal counsel acceptable to the Company, that such registration is
not required. Certificates representing the Shares transferred upon the exercise
or surrender of a Stock Incentive granted under this Plan may at the discretion
of the Company bear a legend to the effect that such Shares have not been
registered under the 1933 Act or any applicable state securities law and that
such Shares may not be sold or offered for sale in the absence of an effective
registration statement as to such Shares under the 1933 Act and any applicable
state securities law or an opinion, in form and substance satisfactory to the
Company, of legal counsel acceptable to the Company, that such registration is
not required.

                                   SECTION 9.
                                  LIFE OF PLAN

         No Stock Incentive shall be granted under this Plan on or after the
earlier of:

                  (a) the tenth (10th) anniversary of the effective date of this
Plan (as determined under Section 4 of this Plan), in which event this Plan
otherwise thereafter shall continue in effect until all outstanding Stock
Incentives have been surrendered or exercised in full or no longer are
exercisable, or

                  (b) the date on which all of the Shares reserved under Section
3 of this Plan have (as a result of the surrender or exercise of Stock
Incentives granted under this Plan or lapse of all restrictions under a
Restricted Stock Award) been issued or no longer are available for use under
this Plan, in which event this Plan also shall terminate on such date.

                                   SECTION 10.
                                   ADJUSTMENT

         Notwithstanding anything in Section 12 to the contrary, the number of
Shares reserved under Section 3 of this Plan, the limit on the number of Shares
which may be granted during a calendar year to any individual under Section 3 of
this Plan, the number of Shares subject to Stock Incentives granted under this
Plan, and the Exercise Price of any Options or Stock Appreciation Rights, shall
be adjusted by the Board in an equitable manner to reflect any change in the
capitalization of the Company, including, but not limited to, such changes as
stock dividends or stock splits. Furthermore, the Board shall have the right to
adjust (in a manner which satisfies the requirements of Code Section 424(a)) the
number of Shares reserved under Section 3, and the number of Shares subject to
Stock Incentives


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<PAGE>   13

granted under this Plan, and the Exercise Price of any Options in the event of
any corporate transaction described in Code Section 424(a) which provides for
the substitution or assumption of such Stock Incentives. If any adjustment under
this Section creates a fractional Share or a right to acquire a fractional
Share, such fractional Share shall be disregarded, and the number of Shares
reserved under this Plan and the number subject to any Stock Incentives granted
under this Plan shall be the next lower number of Shares, rounding all fractions
downward. An adjustment made under this Section by the Board shall be conclusive
and binding on all affected persons and, further, shall not constitute an
increase in the number of Shares reserved under Section 3.

                                   SECTION 11.
                        CHANGE OF CONTROL OF THE COMPANY

         If a Change of Control occurs, and the agreements effectuating the
Change of Control do not provide for the assumption or substitution of the Stock
Incentives granted under this Plan, each Stock Option and Stock Appreciation
Right may, to the extent provided in the Stock Incentive Agreement governing
such Stock Incentive, (i) be deemed to be fully vested and/or exercisable,
and/or (ii) be canceled unilaterally by the Company in exchange for (a) whole
Shares (or, subject to satisfying the conditions of an exemption under Rule
16b-3 or any successor exemption to Section 16(b) of the Exchange Act, for the
whole Shares and cash in lieu of any fractional Share) which each Participant
otherwise would receive if he or she had the right to surrender or exercise his
or her outstanding Stock Incentive in full and he or she surrendered or
exercised that right exclusively for Shares on a date fixed by the Board which
comes before such sale or other corporate transaction, or (b) cash or other
property equivalent in value to the Shares described in clause (a) of this
sentence. In the absence of provisions in a Stock Incentive Agreement governing
such Stock Incentive upon the occurrence of a Change of Control, such Stock
Incentive shall be subject to applicable law.

                                   SECTION 12.
                            AMENDMENT OR TERMINATION

         This Plan may be amended by the Board from time to time to the extent
that the Board deems necessary or appropriate; provided, however, no such
amendment shall be made absent the approval of the shareholders of the Company
(a) to increase the number of Shares reserved under Section 3, except as set
forth in Section 10, (b) to extend the maximum life of the Plan under Section 9
or the maximum exercise period under Section 7, (c) to decrease the minimum
Exercise Price under Section 7, or (d) to change the designation of Employees or
Key Persons eligible for Stock Incentives under Section 6. The Board also may
suspend the granting of Stock Incentives under this Plan at any time and may
terminate this Plan at any time. The Company shall have the right to modify,
amend or cancel any Stock Incentive after it has been granted if (I) the
Participant consents in writing to such modification, amendment or cancellation,
or (II) there is a dissolution or liquidation of the Company or a transaction
described in Section 10 or Section 11, or (III) the Company would otherwise have
the right to make such modification, amendment or cancellation by applicable
law.

                                   SECTION 13.
                                  MISCELLANEOUS

         13.1 SHAREHOLDER RIGHTS. No Participant shall have any rights as a
shareholder of the Company as a result of the grant of a Stock Incentive to him
or to her under this Plan or his or her


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<PAGE>   14

exercise of such Stock Incentive pending the actual delivery of Shares subject
to such Stock Incentive to such Participant.

         13.2 NO GUARANTEE OF CONTINUED RELATIONSHIP. The grant of a Stock
Incentive to a Participant under this Plan shall not constitute a contract of
employment and shall not confer on a Participant any rights upon his or her
termination of employment or relationship with the Company in addition to those
rights, if any, expressly set forth in the Stock Incentive Agreement which
evidences his or her Stock Incentive.

         13.3 WITHHOLDING. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company as a
condition precedent for the fulfillment of any Stock Incentive, an amount
sufficient to satisfy Federal, state and local taxes, domestic or foreign,
required by law or regulation to be withheld with respect to any taxable event
arising as a result of this Plan and/or any action taken by a Participant with
respect to a Stock Incentive Award. Whenever Shares are to be issued or cash
paid to a Participant upon exercise of an Option, the Company shall have the
right to require the Participant to remit to the Company, as a condition of
exercise of the Option, an amount sufficient to satisfy federal, state and local
withholding tax requirements at the time of exercise. However, notwithstanding
the foregoing, to the extent that a Participant is an Insider, satisfaction of
withholding requirements by having the Company withhold Shares may only be made
to the extent that such withholding of Shares (1) has met the requirements of an
exemption under Rule 16b-3 promulgated under the Exchange Act, or (2) is a
subsequent transaction the terms of which were provided for in a transaction
initially meeting the requirements of an exemption under Rule 16b-3 promulgated
under the Exchange Act. Unless the Stock Incentive Agreement provides otherwise,
the withholding of shares to satisfy federal, state and local withholding tax
requirements shall be a subsequent transaction approved by the original grant of
a Stock Incentive. Notwithstanding the foregoing, in no event shall payment of
withholding taxes be made by a retention of Shares by the Company unless the
Company retains only Shares with a Fair Market Value equal to the minimum amount
of taxes required to be withheld.

         13.4 NOTIFICATION OF DISQUALIFYING DISPOSITIONS OF ISO OPTIONS. If a
Participant sells or otherwise disposes of any of the Shares acquired pursuant
to an Option which is an ISO on or before the later of (1) the date two (2)
years after the date of grant of such Option, or (2) the date one (1) year after
the exercise of such Option, then the Participant shall immediately notify the
Company in writing of such sale or disposition and shall cooperate with the
Company in providing sufficient information to the Company for the Company to
properly report such sale or disposition to the Internal Revenue Service. The
Participant acknowledges and agrees that he may be subject to income tax
withholding by the Company on the compensation income recognized by Participant
from any such early disposition by either (or both) his payment to the Company
in cash or his payment out of the current wages or earnings otherwise payable to
him by the Company, as the Company shall require, and agrees that he shall
include the compensation from such early disposition in his gross income for
federal tax purposes. Participant also acknowledges that the Company may
condition the exercise of any Option which is an ISO on the Participant's
express written agreement with these provisions of this Plan.

         13.5 TRANSFER. The transfer of an Employee between or among the
Company, a Subsidiary or a Parent shall not be treated as a termination of his
or her employment under this Plan.

         13.6 CONSTRUCTION. This Plan shall be construed under the laws of the
State of Delaware.


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<PAGE>   15

                                                                          677030


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