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                                  equitel, inc.                   Exhibit 10.9

                          2002 LONG-TERM INCENTIVE PLAN

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                                  equitel, inc.
                          2002 LONG-TERM INCENTIVE PLAN

                                    ARTICLE 1

                                     GENERAL
                                     -------

     1.1 Purpose. The equitel, inc. 2002 Long-Term Incentive Plan (the "Plan")
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has been established by equitel, inc. (the "Company") (i) to attract and retain
persons eligible to participate in the Plan; (ii) motivate Participants, by
means of appropriate incentives, to achieve long-range goals; (iii) provide
incentive compensation opportunities that are competitive with those of other
similar companies; and (iv) further identify Participants' interests with those
of the Company's other shareholders through compensation that is based on the
Company's common stock; and thereby promote the long-term financial interest of
the Company and the Related Companies, including the growth in value of the
Company's equity and enhancement of long-term shareholder return.

     1.2 Participation. Subject to the terms and conditions of the Plan, the
         -------------
Committee shall determine and designate, from time to time, from among the
Eligible Individuals, those persons who will be granted one or more Awards under
the Plan, and thereby become participants in the Plan (the "Participants"). In
the discretion of the Committee, a Participant may be granted any Award
permitted under the provisions of the Plan, and more than one Award may be
granted to a Participant. Awards may be granted as alternatives to or
replacement of awards outstanding under the Plan, or any other plan or
arrangement of the Company or a Related Company (including a plan or arrangement
of a business or entity, all or a portion of which is acquired by the Company or
a Related Company).

     1.3 Operation, Administration, and Definitions. The operation and
         ------------------------------------------
administration of the Plan, including the Awards made under the Plan, shall be
subject to the provisions of Section 4 (relating to operation and
                             ---------
administration). Capitalized terms in the Plan shall be defined as set forth in
the Plan (including the definition provisions of Section 7 of the Plan).
                                                 ---------

                                    ARTICLE 2

                                     OPTIONS
                                     -------

     2.1 Definition. The grant of an option (the "Option") entitles the
         ----------
Participant to purchase shares of stock at an Exercise Price established by the
Committee. Options granted under this Section 2 may be either Incentive Stock
                                      ---------
Options or Non-Qualified Stock Options, as determined in the discretion of the
Committee. An "Incentive Stock Option" is an Option that is intended to satisfy
the requirements applicable to an "incentive stock option" described in section
422(b) of the Code. A "Non-Qualified Option" is an Option that is not intended
to be an "incentive stock option" as that term is described in section 422(b) of
the Code.

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     2.2 Exercise Price. The "Exercise Price" of each Option granted under this
         --------------
Section 2 shall be established by the Committee or shall be determined by a
---------
method established by the Committee at the time the Option is granted; except
that, with respect to the Incentive Stock Options, the Exercise Price shall not
be less than 100% of the Fair Market Value of a share of Stock as of the Pricing
Date. For purposes of the preceding sentence, the "Pricing Date" shall be the
date on which the Option is granted, except that the Committee may provide that:
(i) the Pricing Date is the date on which the recipient is hired or promoted (or
similar event), if the grant of the Option occurs not more than ninety (90) days
after the date of such hiring, promotion or other event; and (ii) if an Option
is granted in tandem with, or in substitution for, an outstanding Award, the
Pricing Date is the date of grant of such outstanding Award.

     2.3 Exercise. An Option shall be exercisable in accordance with such terms
         --------
and conditions and during such periods as may be established by the Committee.
Except as otherwise expressly provided by the Committee, in writing in an Award
Agreement, no Option may be exercised by a Participant: (i) prior to the date on
which the Participant completes one continuous year of employment with the
Company or any Related Company after the date as of which the Option is granted
(provided, however, that the Committee may permit earlier exercise following the
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Participant's Date of Termination by reason of death or Disability); or (ii)
after the Expiration Date applicable to that Option.

     2.4 Payment of Option Exercise Price. The payment of the Exercise Price of
         --------------------------------
an Option granted under this Section 2 shall be subject to the following:
                             ---------

     (a) Subject to the following provisions of this Subsection 2.4, the full
                                                     --------------
         Exercise Price for shares of Stock purchased upon the exercise of any
         Option shall be paid at the time of such exercise (except that, in the
         case of an exercise arrangement approved by the Committee and described
         in Subsection 2.4(c), payment may be made as soon as practicable after
            -----------------
         the exercise).

     (b) The Exercise Price shall be payable in cash or by tendering shares of
         Stock (by either actual delivery of shares or by attestation, with such
         shares valued at Fair Market Value as of the day of exercise, held for
         at least six months), or in any combination thereof, as determined by
         the Committee.

     (c) The Committee may permit a Participant to elect to pay the Exercise
                       ---
         Price upon the exercise of an Option by authorizing a third party to
         sell shares of Stock (or a sufficient portion of the shares) acquired
         upon exercise of the Option and remit to the Company a sufficient
         portion of the sale proceeds to pay the entire Exercise Price and to
         pay required federal, state or local taxes, including, without
         limitation, FICA and FUTA taxes (all of such taxes are hereinafter
         collectively referred to as "Withholding Taxes") from such exercise.

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     (d) The Participant shall be required to sell to the Company and the
                         -----
         Company may, but need not, simultaneously purchase, to the fullest
         extent permitted by law, that number of Shares issuable upon exercise
         of an Option as are sufficient to pay minimum Withholding Taxes, with
         respect to such Option exercise. The Committee's decision to allow
         payments to be made in the form of Shares issuable in connection with
         the exercise of the Option shall be made by giving written notice to
         the Optionee (or other person exercising the Option).

     2.5 Settlement of Award. Distribution following exercise of an Option, and
         -------------------
shares of Stock distributed pursuant to such exercise, shall be subject to such
conditions, restrictions and contingencies as the Committee may establish. The
Committee, in its discretion, may impose such conditions, restrictions and
contingencies with respect to shares of Stock acquired pursuant to the exercise
of an Option as the Committee determines to be desirable.

     To the extent that the aggregate fair market value of Stock with respect to
which Incentive Stock Options are exercisable for the first time by the
Participant during any calendar year (under all plans of the Company and all
Related Companies) exceeds $100,000, such options shall be treated as
Non-Qualified Stock Options, to the extent required by section 422 of the Code.

     2.6 Expiration Date. The "Expiration Date" with respect to an Option means
         ---------------
the date established as the Expiration Date by the Committee at the time of the
grant; provided, however, that, except as otherwise expressly provided by the
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Committee in writing in an Award Agreement, the Expiration Date with respect to
any Option shall not be later than the earliest to occur of:

     (a) the ten year anniversary of the date on which the Option is granted;

     (b) if the Participant's Date of Termination occurs by reason of death or
         Disability, the one year anniversary of such Date of Termination;

     (c) if the Participant's Date of Termination occurs by reason of
         Retirement, the three year anniversary of such Date of Termination; or

     (d) if the Participant's Date of Termination occurs for reasons other than
         Retirement, death or Disability, the ninety (90) day anniversary of
         such Date of Termination.

     Notwithstanding the foregoing provisions of this Subsection 2.6, if the
                                                      --------------
     Participant dies while the Option is otherwise exercisable, the Expiration
     Date may be later than the dates set forth above, provided that it is not
     later than the first anniversary of the date of death.

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                                    ARTICLE 3

                             RESTRICTED STOCK AWARDS
                             -----------------------

     3.1 Definition. A Restricted Stock Award is a grant of shares of Stock or
         ----------
of a right to receive shares of Stock (or their cash equivalent or a combination
of both) in the future.

     3.2 Restrictions on Restricted Stock Awards. Each Restricted Stock Award
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shall be subject to such conditions, restrictions and contingencies as the
Committee shall determine. These may include continuous service and/or the
achievement of Performance Measures. The Committee may designate a single goal
criterion or multiple goal criteria for performance measurement purposes, with
the measurement based on absolute Company or business unit performance and/or on
performance as compared with that of other publicly traded companies. If the
right to become vested in a Restricted Stock Award granted under this Section 3
                                                                      ---------
is conditioned on the completion of a specified period of service with the
Company and the Related Companies, without achievement of Performance Measures
or other objectives being required as a condition of vesting, then the required
period of service for vesting shall be not less than one (1) year (subject to
acceleration of vesting, to the extent permitted by the Committee, in the event
of the Participant's death, disability, change in control or involuntary
termination).

     The language regarding Performance Measures is intended to permit the
Company to bring these awards within the requirements of the general rule for
performance based compensation exception to the $1 million limit on deductible
compensation under Code (S) 162(m).

     3.3 Certificate Legend. In addition to any legends placed on certificates
         ------------------
pursuant to Section 4.8 herein, each certificate representing Shares of
            -----------
Restricted Stock granted pursuant to the Plan may bear a legend substantially
similar to the following legend:

         The sale or other transfer of the securities represented by this
         certificate, whether voluntary, involuntary, or by operation of law,
         is subject to certain restrictions on transfer as set forth in the
         equitel Long Term Incentive Plan, and in an Award Agreement
         thereunder. A copy of the Plan and such Award Agreement may
         be obtained from equitel, inc.

     3.4 Custody of Certificates. The Company shall have the right to retain the
         -----------------------
certificates representing Shares of Restricted Stock in the Company's possession
until such time as all conditions and/or restrictions applicable to such Shares
have been satisfied.

     3.5 Voting Rights. Except as otherwise provided by the Committee in an
         -------------
Award Agreement, during any Period of Restriction, Participants holding Shares
of Restricted Stock granted hereunder may exercise full voting rights with
respect to those Shares.

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     3.6 Dividends and Other Distributions. During any Period of Restriction,
         ---------------------------------
Participants holding Shares of Restricted Stock granted hereunder may be
credited with regular cash dividends paid with respect to the underlying Shares
while they are so held. The Committee may apply any restrictions to the
dividends that the Committee deems appropriate.

     In the event that any dividend constitutes a "derivative security" or an
"equity security" pursuant to Rule 16(a) under the Exchange Act, such dividend
shall be subject to a vesting period equal to the remaining vesting period of
the Shares of Restricted Stock with respect to which the dividend is paid.

     3.7 Termination of Employment. Each Restricted Stock Award Agreement shall
         -------------------------
set forth the extent to which the Participant shall have the right, if any, to
receive unvested Restricted Shares following termination of the Participant's
employment with the Company and its Subsidiaries and, the extent to which vested
Shares are subject to forfeiture or give rise to a repayment obligation on the
part of a Participant. Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the Restricted Stock Award
Agreement entered into with the Participant, need not be uniform among all
Shares of Restricted Stock issued pursuant to the Plan, and may reflect
distinctions based on the reasons for termination of employment and
post-employment competition.

                                    ARTICLE 4

                          OPERATION AND ADMINISTRATION
                          ----------------------------

     4.1 Effective Date. Subject to the approval of the shareholders of the
         --------------
Company, the Plan shall be effective as of April ___, 2002 (the "Effective
Date"); provided, however, that to the extent that Awards are made under the
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Plan prior to its approval by shareholders, they shall be contingent on approval
of the Plan by the shareholders of the Company. The Plan shall be unlimited in
duration and, in the event of Plan termination, shall remain in effect as long
as any Awards under it are outstanding; provided, however, that, to the extent
required by the Code, no Incentive Stock Options may be granted under the Plan
on a date that is more than ten years from the date the Plan is adopted or, if
earlier, the date the Plan is approved by shareholders.

     4.2 Shares Subject to Plan.
         ----------------------

         (a)  (i) Subject to the following provisions of this Subsection 4.2,
                                                              --------------
     the maximum number shares of Stock for which Awards may be granted under
     the Plan as of the Effective Date is 10,000,000 shares, subject to the
     provisions of Subsection 4.2(c) (relating to adjustment of shares).
                   -----------------

         (ii) Any shares of Stock granted under the Plan that are forfeited
     because of the failure to meet an Award contingency or condition shall
     again be available for delivery pursuant to new Awards granted under the
     Plan. To the extent any shares of Stock covered by an Award are not
     delivered to a Participant or beneficiary because the Award

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     is forfeited or canceled, or the shares of Stock are not delivered because
     the Award is settled in cash, such shares shall not be deemed to have been
     delivered for purposes of determining the maximum number of shares of Stock
     available for delivery under the Plan.

          (iii) If the Exercise Price of any stock option granted under the Plan
     or any Prior Plan is satisfied by tendering shares of Stock to the Company
     (by either actual delivery or by attestation), only the number of shares of
     Stock issued net of the shares of Stock tendered shall be deemed delivered
     for purposes of determining the maximum number of shares of Stock available
     for delivery under the Plan.

          (b)    Subject to Subsection 4.2(c), the following additional maximums
                            -----------------
     are imposed under the Plan:

          (i)   The maximum number of shares of Stock that may be issued by
     Options intended to be Incentive Stock Options shall be ten million shares.

          (ii)  The maximum number of shares of Stock that may be issued in
     conjunction with Awards granted pursuant to Section 3 (relating to
                                                 ---------
     Restricted Stock Awards) shall be ten million, plus up to 100% of any
     shares that are reacquired by the Company pursuant to Subsection 4.2(a).
                                                           -----------------

          (iii) The maximum payment that can be made for awards granted to any
     one individual pursuant to Section 3 (relating to Restricted Stock Awards)
                                ---------
     shall be one million dollars ($1,000,000) for any single or combined
     performance goals established for any calendar year. If an Award granted
     under Section 3 is, at the time of grant, denominated in shares, the value
           ---------
     of the shares of Stock for determining this maximum individual payment
     amount will be the Fair Market Value of a share of Stock on the first day
     of the applicable performance period.

          (c)    In the event of a corporate transaction involving the Company
     (including, without limitation, any stock dividend, stock split,
     extraordinary cash dividend, recapitalization, reorganization (whether or
     not such reorganization comes within the definition of such term in Code
     Section 368), merger, consolidation, split up, spinoff, combination or
     exchange of shares or any partial or complete liquidation of the Company),
     the Committee may adjust Awards to preserve the benefits or potential
     benefits of the Awards. Action by the Committee may include adjustment of:
     (i) the number and kind of shares which may be delivered under the Plan;
     (ii) the number and kind of shares subject to outstanding Awards; and (iii)
     the Exercise Price of outstanding Options; as well as any other adjustments
     that the Committee determines to be equitable.

     4.3  Certain Adjustments. In addition to the adjustments contemplated by
          -------------------
Section 4.2(c) hereof, upon the dissolution or liquidation of the Company or
upon any reorganization, merger, or consolidation as a result of which the
Company is not the surviving corporation (or

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survives as a wholly-owned subsidiary of another corporation), or upon a sale of
substantially all the assets of the Company, the Committee may take such action
as it in its discretion deems appropriate to (i) accelerate the time when
Options vest or may be exercised or Restricted Stock Award vests, (ii) cash out
such Options or Restricted Stock Award at or immediately prior to the date of
such event, (iii) provide for the assumption of outstanding Options and/or
Restricted Stock Award awards by surviving, successor or transferee
corporations, and/or (iv) provide that Options shall vest and be exercisable for
a period of at least 10 business days from the date of receipt of a notice from
the Company of such proposed event, following the expiration of which period any
unexercised Options shall terminate.

     4.4  Limit on Distribution. Distribution of shares of Stock or other
          ---------------------
amounts under the Plan shall be subject to the following:

          (a) Notwithstanding any other provision of the Plan, the Company shall
     have no liability to deliver any shares of Stock under the Plan or make any
     other distribution of benefits under the Plan unless such delivery or
     distribution would comply with all applicable laws (including, without
     limitation, the requirements of the Securities Act of 1933), and the
     applicable requirements of any securities exchange or similar entity.

          (b) To the extent that the Plan provides for issuance of stock
     certificates to reflect the issuance of shares of Stock, the issuance may
     be effected on a non-certificated basis, to the extent not prohibited by
     applicable law or the applicable rules of any stock exchange.

     4.5  Tax Withholding. Whenever the Company proposes or is required to
          ---------------
distribute Stock under the Plan, the Company may require the recipient to remit
to the Company an amount sufficient to satisfy any Federal, state and local tax
withholding requirements prior to the delivery of any certificate for such
shares or, in the discretion of the Committee, the Company may withhold from the
shares to be delivered shares sufficient to satisfy all or a portion of such tax
withholding requirements. Whenever under the Plan payments are to be made in
cash, such payments may be net of an amount sufficient to satisfy any Federal,
state and local tax withholding requirements.

     4.6  Payment Shares. Subject to the overall limitation on the number of
          --------------
shares of Stock that may be delivered under the Plan, the Committee may use
available shares of Stock as the form of payment for compensation, grants or
rights earned or due under any other compensation plans or arrangements of the
Company or a Related Company, including the plans and arrangements of the
Company or a Related Company acquiring another entity (or an interest in another
entity).

     4.7  Dividends and Dividend Equivalents. An Award may provide the
          ----------------------------------
Participant with the right to receive dividends or dividend equivalent payments
with respect to Stock which may be either paid currently or credited to an
account for the Participant, and may be settled in cash or Stock as determined
by the Committee. Any such settlements, and any such crediting of

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dividends or dividend equivalents or reinvestment in shares of Stock, may be
subject to such conditions, restrictions and contingencies as the Committee
shall establish, including the reinvestment of such credited amounts in Stock
equivalents.

     4.8  Payments. Awards may be settled through cash payments, the delivery of
          --------
shares of Stock, the granting of replacement Awards, or any such combination
thereof as the Committee shall determine. Any Award settlement, including
payment deferrals, may be subject to such conditions, restrictions and
contingencies as the Committee shall determine. The Committee may permit or
require the deferral of any Award payment, subject to such rules and procedures
as it may establish, which may include provisions for the payment or crediting
of interest, or dividend equivalents, including converting such credits into
deferred Stock equivalents.

     4.9  Transferability. Except as otherwise provided by the Committee, Awards
          ---------------
under the Plan shall not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated until the end of the applicable Period or Periods of
Restriction established by the Committee and specified in the Award Agreement,
or upon earlier satisfaction of any other conditions, as specified by the
Committee in its sole discretion and set forth in the Award Agreement. All
rights with respect to an Award granted to a Participant under the Plan shall be
available during his or her lifetime only to such Participant, except as
designated by the Participant by will or by the laws of descent and
distribution.

     4.10 Beneficiary Designation. Each Participant under the Plan may, from
          -----------------------
time to time, name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
in case of his or her death before he or she receives any or all of such
benefit. Each such designation shall revoke all prior designations by the same
Participant, shall be in a form prescribed by the Company, and will be effective
only when filed by the Participant in writing with the Company during the
Participant's lifetime. In the absence of any such designation, benefits
remaining unpaid at the Participant's death shall be paid to the Participant's
estate.

     4.11 Deferrals. The Committee may permit a Participant to defer such
          ---------
Participant's receipt of the payment of cash or the delivery of Shares that
would otherwise be due to such Participant by virtue of the lapse or waiver of
restrictions with respect to Restricted Stock Award. If any such deferral
election is required or permitted, the Committee shall, in its sole discretion,
establish rules and procedures for such payment deferrals.

     4.12 Form and Time of Elections. Unless otherwise specified herein, each
          --------------------------
election required or permitted to be made by any Participant or other person
entitled to benefits under the Plan, and any permitted modification, or
revocation thereof, shall be in writing filed with the Committee at such times,
in such form, and subject to such restrictions and limitations, not inconsistent
with the terms of the Plan, as the Committee shall require.

     4.13 Agreement With Company. At the time of an Award to a Participant under
          ----------------------
the Plan, the Committee may require a Participant to enter into an agreement
with the Company (the

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"Award Agreement") in a form specified by the Committee, agreeing to the terms
and conditions of the Plan and to such additional terms and conditions, not
inconsistent with the Plan, as the Committee may, in its sole discretion,
prescribe.

     4.14 Limitation of Implied Rights.
          ----------------------------

          (a)  Neither a Participant nor any other person shall, by reason of
     the Plan, acquire any right in or title to any assets, funds or property of
     the Company or any Related Company whatsoever, including, without
     limitation, any specific funds, assets, or other property which the Company
     or any Related Company, in their sole discretion, may set aside in
     anticipation of a liability under the Plan. A Participant shall have only a
     contractual right to the stock or amounts, if any, payable under the Plan,
     unsecured by any assets of the Company or any Related Company. Nothing
     contained in the Plan shall constitute a guarantee that the assets of such
     companies shall be sufficient to pay any benefits to any person.

          (b)  The Plan does not constitute a contract of employment, and
     selection as a Participant shall not interfere with or limit in any way the
     right of the Company to terminate Participant's employment or other
     contractual relationship with the Company and selection as a Participant
     shall not give any employee the right to be retained in the employ of the
     Company or any Related Company, nor any right or claim to any benefit under
     the Plan, unless such right or claim has specifically accrued under the
     terms of the Plan. Except as otherwise provided in the Plan, no Award under
     the Plan shall confer upon the holder thereof any right as a shareholder of
     the Company prior to the date on which the individual fulfills all
     conditions for receipt of such rights.

          (c)  The employment of a Participant shall not be deemed to have
     terminated if the Participant is an employee of the Company or one of its
     Subsidiaries who is absent upon a bona fide leave of absence or which is
     transferred to and becomes an employee of a Subsidiary or, if he is an
     employee of a Subsidiary, who is transferred and becomes an employee of the
     Company or another Subsidiary of the Company; provided, however, that if a
                                                   --------  -------
     Subsidiary of the Company shall cease to be a Subsidiary, all employees of
     such Subsidiary not theretofore transferred to and becoming employees of
     the Company or of another Subsidiary of the company shall be deemed to have
     ceased to be employees within the meaning of the Plan on the date such
     Subsidiary ceases to be a Subsidiary of the Company.

     4.15 Evidence. Evidence required of anyone under the Plan may be by
          --------
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.

     4.16 Action by Company or Related Company. Any action required or permitted
          ------------------------------------
to be taken by the Company or any Related Company shall be by resolution of its
board of directors, or by action of one or more members of the board (including
a committee of the board) who are

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duly authorized to act for the board, or (except to the extent prohibited by
applicable law or applicable rules of any stock exchange) by a duly authorized
officer of the company.

     4.17 Deferrals. The Committee may permit an Optionee to defer such
          ---------
Optionee's receipt of the delivery of Shares that would otherwise be due to such
Optionee by virtue of the exercise of an Option. If any such deferral election
is required or permitted, the Committee shall, in its sole discretion, establish
rules and procedures for such payment deferrals.

     4.18 Liquidation of the Company. In the event of the complete liquidation
          --------------------------
or dissolution of the Company, any Options granted pursuant to the Plan and
remaining unexercised shall be deemed canceled without regard to or limitation
by any other provision of the Plan.

     4.19 Related Company Obligations. Each Related Company shall be liable for
          ---------------------------
payment of cash due under the Plan with respect to any Participant to the extent
that such benefits are attributable to the services rendered for that Related
Company by the Participant. Any disputes relating to liability of a Related
Company for cash payments shall be resolved by the Committee.

                                    ARTICLE 5

                                    COMMITTEE
                                    ---------

     5.1  Administration. The authority to control and manage the operation and
          --------------
administration of the Plan shall be vested in a committee, or, if at any time
there is not a committee so existing, the Board, (the "Committee") in accordance
with this Section 5.
          ---------

     5.2  Selection of Committee. The Committee shall be selected by the Board,
          ----------------------
and shall consist of two or more members of the Board. If at any time there is
not a committee in existence pursuant to Section 5.1 of the Plan, the Committee
                                         -----------
shall consist of all the members of the Board.

     5.3  Powers of Committee. The authority to manage and control the operation
          -------------------
and administration of the Plan shall be vested in the Committee, subject to the
following:

     (a)  Subject to the provisions of the Plan, the Committee will have the
          authority and discretion to select from among the Eligible Individuals
          those persons who shall receive Awards, to determine the time or times
          of receipt, to determine the types of Awards and the number of shares
          covered by the Awards, to establish the terms, conditions, performance
          criteria, restrictions, and other provisions of such Awards, and
          (subject to the restrictions imposed by Section 6) to cancel or
                                                  ---------
          suspend Awards. In making such Award determinations, the Committee may
          take into account the nature of services rendered by the individual,
          the individual's present and potential contribution to the Company's
          success and such other factors as the Committee deems relevant.

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     (b)  Subject to the provisions of the Plan, the Committee will have the
          authority and discretion to determine the extent to which Awards under
          the Plan will be structured to conform to the requirements applicable
          to performance based compensation as described in Code ss.162(m), and
          to take such action, establish such procedures, and impose such
          restrictions at the time such Awards are granted as the Committee
          determines to be necessary or appropriate to conform to such
          requirements.

     (c)  The Committee will have the authority and discretion to establish
          terms and conditions of awards as the Committee determines to be
          necessary or appropriate to conform to applicable requirements or
          practices of jurisdictions outside of the United States.

     (d)  The Committee will have the authority and discretion to interpret the
          Plan, to establish, amend, rescind and waive any rules and regulations
          relating to the Plan, to determine the terms and provisions of any
          agreements made pursuant to the Plan, and to make all other
          determinations that may be necessary or advisable for the
          administration of the Plan.

     (e)  Any interpretation of the Plan by the Committee and any decision made
          by it under the Plan is final, conclusive and binding on all Persons,
          including the Company, its stockholders, Eligible Individuals,
          Participants, and their estates and beneficiaries.

     (f)  Except as otherwise expressly provided in the Plan, where the
          Committee is authorized to make a determination with respect to any
          Award, such determination shall be made at the time the Award is made,
          except that the Committee may reserve the authority to have such
          determination made by the Committee in the future (but only if such
          reservation is made at the time the Award is granted and is expressly
          stated in the Agreement reflecting the Award).

     (g)  In controlling and managing the operation and administration of the
          Plan, the Committee shall act by a majority of its then members, by
          meeting or by writing filed without a meeting. The Committee shall
          maintain and keep adequate records concerning the Plan and concerning
          its proceedings and acts in such form and detail as the Committee may
          decide.

     5.4  Delegation by Committee. Except to the extent prohibited by applicable
          -----------------------
law or the applicable rules of a stock exchange, the Committee may allocate all
or any portion of its responsibilities and powers to any one or more of its
members and may delegate all or any part of its responsibilities and powers to
any person or persons selected by it. Any such allocation or delegation may be
revoked by the Committee at any time.

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     5.5  Information to be Furnished to Committee. The Company and Related
          ----------------------------------------
Companies shall furnish the Committee with such data and information as may be
required for it to discharge its duties. The records of the Company and Related
Companies as to an employee's or Participant's employment (or other provision of
services), termination of employment (or cessation of the provision of
services), leave of absence, reemployment and compensation shall be conclusive
on all persons unless determined to be manifestly incorrect. Participants and
other persons entitled to benefits under the Plan must furnish the Committee
such evidence, data or information as the Committee considers desirable to carry
out the terms of the Plan.

                                    ARTICLE 6

                            AMENDMENT AND TERMINATION
                            -------------------------

     The Board may, at any time, amend or terminate the Plan, provided that,
subject to Subsection 4.2 (relating to certain adjustments to shares), no
           --------------
amendment or termination may, in the absence of written consent to the change by
the affected Participant (or, if the Participant is not then living, the
affected beneficiary), adversely affect the rights of any Participant or
beneficiary under any Award granted under the Plan prior to the date such
amendment is adopted by the Board.

                                    ARTICLE 7

                                  DEFINED TERMS
                                  -------------

     For purposes of the Plan, the terms listed below shall be defined as
follows:

     (a)  Award. The term "Award" shall mean any award or benefit granted to any
          -----
          Participant under the Plan, including, without limitation, the grant
          of Options and Restricted Stock Awards. Each Award shall be evidenced
          by an Agreement that shall specify the terms thereof and such other
          provisions as the Committee shall determine.

     (b)  Award Agreement. The term "Award Agreement" shall mean an agreement
          ---------------
          entered into by the Company and each Participant, setting forth the
          terms and provisions applicable to Awards granted under this Plan, as
          further described in Section 4.12 of the Plan.
                               ------------

     (c)  Board. The term "Board" shall mean the Board of Directors of the
          -----
          Company.

     (d)  Change In Control. The term "Change in Control" shall have the
          -----------------
          meaning, if any, set forth in an Award Agreement.

     (e)  Code. The term "Code" means the Internal Revenue Code of 1986, as
          ----
          amended. A reference to any provision of the Code shall include
          reference to any successor provision of the Code.

                                       12

<PAGE>

     (f)  Committee. The term "Committee" shall have the meaning set forth in
          ---------
          Section 5.1 of the Plan.
          -----------

     (g)  Company. The term "Company" shall have the meaning set forth in
          -------
          Section 1.1(a) of the Plan.
          --------------

     (h)  Effective Date. The term "Effective Date" shall have the meaning set
          --------------
          forth in Section 4.1 of the Plan.
                   -----------

     (i)  Eligible Employee. The term "Eligible Employee" shall mean any
          -----------------
          employee of the Company or a Related Company.

     (j)  Eligible Individual. The term "Eligible Individual" shall mean any
          -------------------
          Eligible Employee and any consultant, director or other person
          providing goods or services to the Company or a Related Company.

     (k)  Exchange Act. The term "Exchange Act" shall mean the Securities
          ------------
          Exchange Act of 1934, as amended, and the Rules and regulations
          promulgated thereunder.

     (l)  Exercise Price. The term "Exercise Price" shall mean the exercise
          --------------
          price of an Option as determined pursuant to Subsection 2.5.
                                                       --------------

     (m)  Fair Market Value. For purposes of determining the "Fair Market Value"
          -----------------
          of a share of Stock, the following rules shall apply:

          (i)  If the Stock is at the time listed or admitted to trading on any
               stock exchange, then the "Fair Market Value" shall be the mean
               between the lowest and highest reported sale prices of the Stock
               on the date in question on the principal exchange on which the
               Stock is then listed or admitted to trading. If no reported sale
               of Stock takes place on the date in question on the principal
               exchange, then the reported closing asked price of the Stock on
               such date on the principal exchange shall be determinative of
               "Fair Market Value."

          (ii) If the Stock is not at the time listed or admitted to trading on
               a stock exchange, the "Fair Market Value" shall be the mean
               between the lowest reported bid price and highest reported bid
               price of the Stock on the date in question in the
               over-the-counter market, as such prices are reported in a
               publication of general circulation selected by the Committee and
               regularly reporting the market price of Stock in such market.

                                       13

<PAGE>

          (iii) If the Stock is not listed or admitted to trading on any stock
                exchange or traded in the over-the-counter market, the "Fair
                Market Value" shall be as determined in good faith by the
                Committee.

     (n)  Option. The term "Option" shall have the meaning set forth in Section
          ------                                                        -------
          2.1(a) of the Plan.
          ------

     (o)  Participant. The term "Participant" means an Eligible Individual who
          -----------
          has been selected by Committee to participate in the Plan in
          accordance with Section 1.2 of the Plan.
                          -----------

     (p)  Period(s) of Restriction. The term "Period(s) of Restriction" means
          ------------------------
          the period(s) during which the transfer of Shares of Restricted Stock
          is limited in some way (based on the passage of time, the achievement
          of performance goals, or upon the occurrence of other events as
          determined by the Committee, at its discretion), and the Shares are
          subject to a substantial risk of forfeiture, pursuant to the terms of
          this Plan or any Award Agreement with respect thereto.

     (q)  Permanent Disability. The term "Permanent Disability" means permanent
          --------------------
          disability (i) as defined in any employment or severance benefits
          agreement between the Company and the Participant, (ii) if the Company
          and Participant are not parties to any such agreement or if such
          agreement does not contain a definition of disability, then, as such
          term is defined in the Company's governing long-term disability plan
          of policy then maintained by the Company expressly for the
          Participant, or if not so maintained by the Company, then in such plan
          or policy then generally maintained by the Company for the benefit of
          its Employees, or (iii) if no such plan or policy shall then be in
          effect, any physical or mental disability or incapacity which the
          Committee determines would render a Participant incapable of
          performing the duties, essential functions and services required of
          such Participant pursuant to his employment or independent contractor
          relationship with the Company if Participant shall have been absent
          from such duties, functions or services with the Company, or not
          otherwise be performing the duties, functions or services due to
          physical or mental illness, in each case, on a full-time basis for a
          period of at least one hundred fifty (50) consecutive days or for
          other periods aggregating one hundred fifty (150) days during any
          52-week period and, if thereafter, the Company has given the
          Participant notices of the Company's intent to terminate Participant's
          employment or independent contractor relationship with the Company
          within thirty (30) days after such written notice of intent to
          terminate is given by the Company, Participant shall not have returned
          to the full time performance of his duties, functions and services.

          In the event that the Company and Participant are unable to agree
          whether Participant has returned or is able or not able to return to
          the full time performance of his duties, functions and services
          because of sickness or disability,

                                       14

<PAGE>

          such decision shall, at the election of the Company, in its sole and
          absolute discretion, be made by three physicians, one of whom is to be
          selected by Participant, one of whom is to be selected by the Board
          and the third of whom is to be selected by the previous two. The
          decision of said three physicians shall be binding upon the parties
          and the cost of such examinations shall be borne by the Company.

     (r)  Related Companies. The term "Related Company" means, for any incentive
          -----------------
          stock option described in Code ss.422(b), any company during any
          period in which it is a "parent company" (as that term is defined in
          Code ss.424(e)) with respect to the Company, or a "subsidiary
          corporation" (as that term is defined in Code ss.424(f)) with respect
          to the Company and for all other purposes means any subsidiary of the
          Company, and any business venture in which the Company has a
          significant interest, as determined in the discretion of the Committee

     (s)  Retirement. The term "Retirement" shall have the meaning ascribed to
          ----------
          such term in the Company's governing tax-qualified retirement plan or,
          if no such plan exists, as determined by the Committee.

     (t)  Stock. The term "Stock" shall mean shares of common stock of the
          -----
          Company.

                                    ARTICLE 8

                               LEGAL CONSTRUCTION
                               ------------------

     8.1  Gender and Number. Except where otherwise indicated by the context,
          -----------------
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

     8.2  Severability. In the event any provision of the Plan shall be held
          ------------
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

     8.3  Requirements of Law. The granting of Awards and the issuance of Shares
          -------------------
under the Plan shall be subject to all applicable laws, rules, and regulations,
and to such approvals by any governmental agencies or national securities
exchanges as may be required.

     8.4  Securities Law Compliance. With respect to Insiders, transactions
          -------------------------
under this Plan are intended to comply with all applicable conditions or Rule
16b-3 or its successors under the Exchange Act. To the extent any provision of
the plan or action by the Committee fails to so comply, it shall be deemed null
and void, to the extent permitted by law and deemed advisable by the Committee.

                                       15

<PAGE>

     8.5  Governing Law. To the extent not preempted by United States Federal
          -------------
law, the Plan, and all agreements hereunder, shall be construed in accordance
with and governed by the laws of the State of Delaware.

                                       16