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                                                                    Exhibit 10.2

                         Forsyth Capital Mortgage Corp.
                          2002 LONG-TERM INCENTIVE PLAN

                                    ARTICLE 1

                                     PURPOSE

         1.1 GENERAL. The purpose of the Forsyth Capital Mortgage Corp. 2002
Long-Term Incentive Plan (the "Plan") is to promote the success, and enhance the
value, of Forsyth Capital Mortgage Corp. (the "Corporation"), by linking the
personal interests of its employees, officers, directors and consultants to
those of the Corporation's stockholders and by providing such persons with an
incentive for outstanding performance. The Plan is further intended to provide
flexibility to the Corporation in its ability to motivate, attract, and retain
the services of employees, officers, directors and consultants upon whose
judgment, interest, and special effort the successful conduct of the
Corporation's operation is largely dependent. Accordingly, the Plan permits the
grant of incentive awards from time to time to selected employees and officers,
directors and consultants.

                                    ARTICLE 2
                                 EFFECTIVE DATE

         2.1 EFFECTIVE DATE. The Plan shall be effective as of the date upon
which it shall be approved by the Board (the "Effective Date"). However, the
Plan shall be submitted to the stockholders of the Corporation for approval
within 12 months of the Board's approval thereof. No Incentive Stock Options
granted under the Plan may be exercised prior to approval of the Plan by the
stockholders, and if the stockholders fail to approve the Plan within 12 months
of the Board's approval thereof, any Incentive Stock Options previously granted
hereunder shall be automatically converted to Non-Qualified Stock Options
without any further act. In the discretion of the Committee, Awards may be made
to Covered Employees which are intended to constitute qualified
performance-based compensation under Code Section 162(m).

                                    ARTICLE 3
                                   DEFINITIONS

         3.1 DEFINITIONS. When a word or phrase appears in this Plan with the
initial letter capitalized, and the word or phrase does not commence a sentence,
the word or phrase shall generally be given the meaning ascribed to it in this
Section or in Section 1.1 unless a clearly different meaning is required by the
context. The following words and phrases shall have the following meanings:

                  (a) "Award" means any Option,  Stock  Appreciation  Right,
         Restricted Stock Award,  Performance Share Award, or Other Stock-Based
         Award, or any


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         other right or interest relating to Stock or cash, granted to a
         Participant under the Plan.

                  (b) "Award Agreement" means any written agreement, contract,
         or other instrument or document evidencing an Award.

                  (c) "Board" means the Board of Directors of the Corporation.

                  (d) "Code" means the Internal Revenue Code of 1986, as amended
         from time to time.

                  (e) "Committee" means the committee of the Board described in
         Article 4.

                  (f) "Corporation" means Forsyth Capital Mortgage Corp., a
         Maryland corporation.

                  (g) "Covered Employee" means a covered employee as defined in
         Code Section 162(m)(3), provided that no employee shall be a Covered
         Employee until the deduction limitations of Code Section 162(m) are
         applicable to the Corporation and any reliance period under Code
         Section 162(m) has expired, as described in Section 16.15 hereof.

                  (h) "Disability" shall mean any illness or other physical or
         mental condition of a Participant that renders the Participant
         incapable of performing his customary and usual duties for the
         Corporation, or any medically determinable illness or other physical or
         mental condition resulting from a bodily injury, disease or mental
         disorder which, in either case, has lasted or can reasonably be
         expected to last for at least 180 days out of a period 365 consecutive
         days. The Committee may require such medical or other evidence as it
         deems necessary to judge the nature and permanency of the Participant's
         condition. Notwithstanding the above, with respect to an Incentive
         Stock Option, Disability shall mean Permanent and Total Disability as
         defined in Section 22(e)(3) of the Code.

                  (i) "Dividend Equivalent" means a right granted to a
         Participant under Article 11.

                  (j) "Effective Date" has the meaning assigned such term in
         Section 2.1.

                  (k) "Fair Market Value," on any date, means (i) if the Stock
         is listed on a securities exchange or is traded over the Nasdaq
         National Market, the closing sales price on such exchange or over such
         system on such date or, in the absence of reported sales on such date,
         the closing sales price on the immediately preceding date on which
         sales were reported, or (ii) if the Stock is not listed on a


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         securities exchange or traded over the Nasdaq National Market, the mean
         between the bid and offered prices as quoted by Nasdaq for such date,
         provided that if it is determined that the fair market value is not
         properly reflected by such Nasdaq quotations, Fair Market Value will be
         determined by such other method as the Committee determines in good
         faith to be reasonable.

                  (l) "Incentive Stock Option" means an Option that is intended
         to meet the requirements of Section 422 of the Code or any successor
         provision thereto.

                  (m) "Non-Qualified Stock Option" means an Option that is not
         an Incentive Stock Option.

                  (n) "Option" means a right granted to a Participant under
         Article 7 of the Plan to purchase Stock at a specified price during
         specified time periods. An Option may be either an Incentive Stock
         Option or a Non-Qualified Stock Option.

                  (o) "Other Stock-Based Award" means a right, granted to a
         Participant under Article 12, that relates to or is valued by reference
         to Stock or other Awards relating to Stock.

                  (p) "Parent" means a corporation which owns or beneficially
         owns a majority of the outstanding voting stock or voting power of the
         Corporation. Notwithstanding the above, with respect to an Incentive
         Stock Option, Parent shall have the meaning set forth in Section 424(e)
         of the Code.

                  (q) "Participant" means a person who, as an employee, officer,
         consultant or director of the Corporation or any Parent or Subsidiary,
         has been granted an Award under the Plan.

                  (r) "Performance Share" means a right granted to a Participant
         under Article 9, to receive cash, Stock, or other Awards, the payment
         of which is contingent upon achieving certain performance goals
         established by the Committee.

                  (s) "Plan" means the Forsyth Capital Mortgage Corp. 2002
         Long-Term Incentive Plan, as amended from time to time.

                  (t) "Restricted Stock Award" means Stock granted to a
         Participant under Article 10 that is subject to certain restrictions
         and to risk of forfeiture.

                  (u) "Stock" means the $.01 par value common stock of the
         Corporation and such other securities of the Corporation as may be
         substituted for Stock pursuant to Article 14.


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                  (v) "Stock Appreciation Right" or "SAR" means a right granted
         to a Participant under Article 8 to receive a payment equal to the
         difference between the Fair Market Value of a share of Stock as of the
         date of exercise of the SAR over the grant price of the SAR, all as
         determined pursuant to Article 8.

                  (w) "Subsidiary" means any corporation, limited liability
         company, partnership or other entity of which a majority of the
         outstanding voting stock or voting power is beneficially owned directly
         or indirectly by the Corporation. Notwithstanding the above, with
         respect to an Incentive Stock Option, Subsidiary shall have the meaning
         set forth in Section 424(f) of the Code.

                  (x) "1933 Act" means the Securities Act of 1933, as amended
         from time to time.

                  (y) "1934 Act" means the Securities Exchange Act of 1934, as
         amended from time to time.

                                    ARTICLE 4
                                 ADMINISTRATION

         4.1 COMMITTEE. The Plan shall be administered by a committee (the
"Committee") appointed by the Board (which Committee shall consist of two or
more directors) or, at the discretion of the Board from time to time, the Plan
may be administered by the Board. It is intended that the directors appointed to
serve on the Committee shall be "non-employee directors" (within the meaning of
Rule 16b-3 promulgated under the 1934 Act) and "outside directors" (within the
meaning of Code Section 162(m) and the regulations thereunder) to the extent
that Rule 16b-3 and, if necessary for relief from the limitation under Code
Section 162(m) and such relief is sought by the Corporation, Code Section
162(m), respectively, are applicable. However, the mere fact that a Committee
member shall fail to qualify under either of the foregoing requirements shall
not invalidate any Award made by the Committee which Award is otherwise validly
made under the Plan. The members of the Committee shall be appointed by, and may
be changed at any time and from time to time in the discretion of, the Board.
During any time that the Board is acting as administrator of the Plan, it shall
have all the powers of the Committee hereunder, and any reference herein to the
Committee (other than in this Section 4.1) shall include the Board.

         4.2 ACTION BY THE COMMITTEE. For purposes of administering the Plan,
the following rules of procedure shall govern the Committee. A majority of the
Committee shall constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present, and acts approved
unanimously in writing by the members of the Committee in lieu of a meeting,
shall be deemed the acts of the Committee. Each member of the Committee is
entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Corporation or
any Parent or Subsidiary, the Corporation's independent certified


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public accountants, or any executive compensation consultant or other
professional retained by the Corporation to assist in the administration of the
Plan.

         4.3 AUTHORITY OF COMMITTEE. Except as provided below, the Committee has
the exclusive power, authority and discretion to:

                  (a) Designate Participants;

                  (b) Determine the type or types of Awards to be granted to
         each Participant;

                  (c) Determine the number of Awards to be granted and the
         number of shares of Stock to which an Award will relate;

                  (d) Determine the terms and conditions of any Award granted
         under the Plan, including but not limited to, the exercise price, grant
         price, or purchase price, any restrictions or limitations on the Award,
         any schedule for lapse of forfeiture restrictions or restrictions on
         the exercisability of an Award, and accelerations or waivers thereof,
         based in each case on such considerations as the Committee in its sole
         discretion determines;

                  (e) Accelerate the vesting, exercisability or lapse of
         restrictions of any outstanding Award, based in each case on such
         considerations as the Committee in its sole discretion determines;

                  (f) Determine whether, to what extent, and under what
         circumstances an Award may be settled in, or the exercise price of an
         Award may be paid in, cash, Stock, other Awards, or other property, or
         an Award may be canceled, forfeited, or surrendered;

                  (g) Prescribe the form of each Award Agreement, which need not
         be identical for each Participant;

                  (h) Decide all other matters that must be determined in
         connection with an Award;

                  (i) Establish, adopt or revise any rules and regulations as it
         may deem necessary or advisable to administer the Plan;

                  (j) Make all other decisions and determinations that may be
         required under the Plan or as the Committee deems necessary or
         advisable to administer the Plan;

                  (k) Amend the Plan or any Award Agreement as provided herein;
         and


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                  (l) Adopt such modifications, procedures, and subplans as may
         be necessary or desirable to comply with provisions of the laws of
         non-U.S. jurisdictions in which the Corporation or any Parent or
         Subsidiary may operate, in order to assure the viability of the
         benefits of Awards granted to participants located in such other
         jurisdictions and to meet the objectives of the Plan.

         Notwithstanding the above, the Board or the Committee may expressly
delegate to one or more officers or directors of the Corporation some or all of
the Committee's authority under subsections (a) and (c) above; provided that
such delegation shall be limited to a number of Awards specified by the
Committee; and provided further that no officer may grant Awards to himself or
to eligible Participants who, at the time of grant, are or are anticipated to
become, either (i) Covered Employees or (ii) persons subject to the insider
trading restrictions of Section 16 of the 1934 Act.

         4.4. DECISIONS BINDING. The Committee's interpretation of the Plan, any
Awards granted under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.

                                    ARTICLE 5
                           SHARES SUBJECT TO THE PLAN

         5.1. NUMBER OF SHARES. Subject to adjustment as provided in Section
14.1, the aggregate number of shares of Stock reserved and available for Awards
or which may be used to provide a basis of measurement for or to determine the
value of an Award (such as with a Stock Appreciation Right or Performance Share
Award) shall be 500,000, plus an annual increase to be added on the last day of
the Corporation's fiscal year in each year, beginning in 2002, equal to the
lesser of (i) the number of shares necessary to bring the total number of shares
available for future grants under the Plan to 5.0% of the outstanding shares of
Stock on such date or (ii) such lesser number as may be determined by the Board.
Not more than 1,500,000 shares of Stock shall be granted in the form of Options.

         5.2. LAPSED AWARDS. To the extent that an Award is canceled,
terminates, expires, is forfeited or lapses for any reason, any shares of Stock
subject to the Award will again be available for the grant of an Award under the
Plan and shares subject to SARs or other Awards settled in cash will be
available for the grant of an Award under the Plan.

         5.3. STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award may
consist, in whole or in part, of authorized and unissued Stock, treasury Stock
or Stock purchased on the open market.

         5.4. LIMITATION ON AWARDS. The following provisions of this Section 5.4
shall not be applicable until the deduction limitation of Code Section 162(m)
are


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applicable to the Corporation and any reliance period under Code Section 162(m)
has expired, as described in Section 16.15 hereof. Notwithstanding any provision
in the Plan to the contrary (but subject to adjustment as provided in Section
14.1), the maximum number of shares of Stock with respect to one or more Options
and/or SARs that may be granted during any one calendar year under the Plan to
any one Participant shall be 500,000; provided, however, that in connection with
his or her initial employment with the Corporation, a Participant may be granted
Options or SARs with respect to up to an additional 500,000 shares of Stock,
which shall not count against the foregoing annual limit. The maximum fair
market value (measured as of the date of grant) of any Awards other than Options
and SARs that may be received by any one Participant (less any consideration
paid by the Participant for such Award) during any one calendar year under the
Plan shall be $5,000,000.

                                    ARTICLE 6

                                   ELIGIBILITY

         6.1. GENERAL. Awards may be granted only to individuals who are
employees, officers, directors, or consultants of the Corporation or a Parent or
Subsidiary.

                                    ARTICLE 7

                                  STOCK OPTIONS

         7.1. GENERAL. The Committee is authorized to grant Options to
Participants on the following terms and conditions:

                  (a) EXERCISE PRICE. The exercise price per share of Stock
         under an Option shall be determined by the Committee, provided that the
         exercise price for any Option shall not be less than the Fair Market
         Value as of the date of the grant.

                  (b) TIME AND CONDITIONS OF EXERCISE. The Committee shall
         determine the time or times at which an Option may be exercised in
         whole or in part, subject to Section 7.1(e). The Committee also shall
         determine the performance or other conditions, if any, that must be
         satisfied before all or part of an Option may be exercised or vested.
         The Committee may waive any exercise or vesting provisions at any time
         in whole or in part based upon factors as the Committee may determine
         in its sole discretion so that the Option becomes exerciseable or
         vested at an earlier date. The Committee may permit an arrangement
         whereby receipt of Stock upon exercise of an Option is delayed until a
         specified future date.

                  (c) PAYMENT. The Committee shall determine the methods by
         which the exercise price of an Option may be paid, the form of payment,
         including, without limitation, cash, shares of Stock, or other property
         (including "cashless exercise" arrangements), and the methods by which
         shares of Stock


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         shall be delivered or deemed to be delivered to
         Participants; provided, however, that if shares of Stock are used to
         pay the exercise price of an Option, such shares must have been held by
         the Participant for at least six months.

                  (d) EVIDENCE OF GRANT. All Options shall be evidenced by a
         written Award Agreement between the Corporation and the Participant.
         The Award Agreement shall include such provisions, not inconsistent
         with the Plan, as may be specified by the Committee.

                  (e) EXERCISE TERM. In no event may any Option be exercisable
         for more than ten years from the date of its grant.

                  (f) ADDITIONAL OPTIONS UPON EXERCISE. The Committee may, in
         its sole discretion, provide in an Award Agreement for the automatic
         grant of a new Option to any Participant who delivers shares of Stock
         as full or partial payment of the exercise price of the original
         Option. Any new Option granted in such a case (i) shall be for the same
         number of shares of Stock as the Participant delivered in exercising
         the original Option, (ii) shall have an exercise price of 100% of the
         Fair Market Value of the surrendered shares of Stock on the date of
         exercise of the original Option (the grant date for the new Option),
         and (iii) shall have a term equal to the unexpired term of the original
         Option.

         7.2. INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Options
granted under the Plan must comply with the following additional rules:

                  (a) EXERCISE PRICE. The exercise price per share of Stock
         shall be set by the Committee, provided that the exercise price for any
         Incentive Stock Option shall not be less than the Fair Market Value as
         of the date of the grant.

                  (b) EXERCISE. In no event may any Incentive Stock Option be
         exercisable for more than ten years from the date of its grant.

                  (c) LAPSE OF OPTION. An Incentive Stock Option shall lapse
         under the earliest of the following circumstances; provided, however,
         that the Committee may, prior to the lapse of the Incentive Stock
         Option under the circumstances described in paragraphs (3), (4) and (5)
         below, provide in writing that the Option will extend until a later
         date, but if an Option is exercised after the dates specified in
         paragraphs (3) or (4) below, it will automatically become a
         Non-Qualified Stock Option:

                           (1) The Incentive Stock Option shall lapse as of the
                  option expiration date set forth in the Award Agreement.

                           (2) The Incentive Stock Option shall lapse ten years
                  after it is granted, unless an earlier time is set in the
                  Award Agreement.


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                           (3) If the Participant terminates employment for any
                  reason other than as provided in paragraph (4) or (5) below,
                  the Incentive Stock Option shall lapse, unless it is
                  previously exercised, three months after the Participant's
                  termination of employment; provided, however, that if the
                  Participant's employment is terminated by the Corporation for
                  cause, the Incentive Stock Option shall (to the extent not
                  previously exercised) lapse immediately.

                           (4) If the Participant terminates employment by
                  reason of his Disability, the Incentive Stock Option shall
                  lapse, unless it is previously exercised, one year after the
                  Participant's termination of employment.

                           (5) If the Participant dies while employed, or during
                  the three-month period described in paragraph (3) or during
                  the one-year period described in paragraph (4) and before the
                  Option otherwise lapses, the Option shall lapse one year after
                  the Participant's death. Upon the Participant's death, any
                  exercisable Incentive Stock Options may be exercised by the
                  Participant's beneficiary, determined in accordance with
                  Section 13.5.

                  Unless the exercisability of the Incentive Stock Option is
         accelerated as provided in Article 13, if a Participant exercises an
         Option after termination of employment, the Option may be exercised
         only with respect to the shares that were otherwise vested on the
         Participant's termination of employment.

                  (d) INDIVIDUAL DOLLAR LIMITATION. The aggregate Fair Market
         Value (determined as of the time an Award is made) of all shares of
         Stock with respect to which Incentive Stock Options are first
         exercisable by a Participant in any calendar year may not exceed
         $100,000.00.

                  (e) TEN PERCENT OWNERS. No Incentive Stock Option shall be
         granted to any individual who, at the date of grant, owns stock
         possessing more than ten percent of the total combined voting power of
         all classes of stock of the Corporation or any Parent or Subsidiary
         unless the exercise price per share of such Option is at least 110% of
         the Fair Market Value per share of Stock at the date of grant and the
         Option expires no later than five years after the date of grant.

                  (f) EXPIRATION OF INCENTIVE STOCK OPTIONS. No Award of an
         Incentive Stock Option may be made pursuant to the Plan after the day
         immediately prior to the tenth anniversary of the Effective Date.

                  (g) RIGHT TO EXERCISE. During a Participant's lifetime, an
         Incentive Stock Option may be exercised only by the Participant or, in
         the case of the Participant's Disability, by the Participant's guardian
         or legal representative.


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                  (h) DIRECTORS AND CONSULTANTS. The Committee may not grant an
         Incentive Stock Option to a non-employee director or consultant. The
         Committee may grant an Incentive Stock Option to a director who is also
         an employee of the Corporation or Parent or Subsidiary but only in that
         individual's position as an employee and not as a director.

                                    ARTICLE 8
                            STOCK APPRECIATION RIGHTS

         8.1. GRANT OF Stock Appreciation Rights. The Committee is authorized to
grant Stock Appreciation Rights to Participants on the following terms and
conditions:

                  (a) RIGHT TO PAYMENT. Upon the exercise of a Stock
         Appreciation Right, the Participant to whom it is granted has the right
         to receive the excess, if any, of:

                           (1) The Fair Market Value of one share of Stock on
                  the date of exercise; over

                           (2) The grant price of the Stock Appreciation Right
                  as determined by the Committee, which shall not be less than
                  the Fair Market Value of one share of Stock on the date of
                  grant in the case of any Stock Appreciation Right related to
                  an Incentive Stock Option.

                  (b) OTHER TERMS. All awards of Stock Appreciation Rights shall
         be evidenced by an Award Agreement. The terms, methods of exercise,
         methods of settlement, form of consideration payable in settlement, and
         any other terms and conditions of any Stock Appreciation Right shall be
         determined by the Committee at the time of the grant of the Award and
         shall be reflected in the Award Agreement.

                                    ARTICLE 9
                               PERFORMANCE SHARES

         9.1. GRANT OF PERFORMANCE SHARES. The Committee is authorized to grant
Performance Shares to Participants on such terms and conditions as may be
selected by the Committee. The Committee shall have the complete discretion to
determine the number of Performance Shares granted to each Participant, subject
to Section 5.4. All Awards of Performance Shares shall be evidenced by an Award
Agreement.

         9.2. RIGHT TO PAYMENT. A grant of Performance Shares gives the
Participant rights, valued as determined by the Committee, and payable to, or
exercisable


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by, the Participant to whom the Performance Shares are granted, in whole or in
part, as the Committee shall establish at grant or thereafter. The Committee
shall set performance goals and other terms or conditions to payment of the
Performance Shares in its discretion which, depending on the extent to which
they are met, will determine the number and value of Performance Shares that
will be paid to the Participant.

         9.3. OTHER TERMS. Performance Shares may be payable in cash, Stock, or
other property, and have such other terms and conditions as determined by the
Committee and reflected in the Award Agreement.

                                   ARTICLE 10

                             RESTRICTED STOCK AWARDS

         10.1. GRANT OF RESTRICTED STOCK. The Committee is authorized to make
Awards of Restricted Stock to Participants in such amounts and subject to such
terms and conditions as may be selected by the Committee. All Awards of
Restricted Stock shall be evidenced by a Restricted Stock Award Agreement.

         10.2. ISSUANCE AND RESTRICTIONS. Restricted Stock shall be subject to
such restrictions on transferability and other restrictions as the Committee may
impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted Stock).
These restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments, upon the satisfaction of performance
goals or otherwise, as the Committee determines at the time of the grant of the
Award or thereafter.

         10.3. FORFEITURE. Except as otherwise determined by the Committee at
the time of the grant of the Award or thereafter, upon termination of employment
during the applicable restriction period or upon failure to satisfy a
performance goal during the applicable restriction period, Restricted Stock that
is at that time subject to restrictions shall be forfeited and reacquired by the
Corporation; provided, however, that the Committee may provide in any Award
Agreement that restrictions or forfeiture conditions relating to Restricted
Stock will be waived in whole or in part in the event of terminations resulting
from specified causes, and the Committee may in other cases waive in whole or in
part restrictions or forfeiture conditions relating to Restricted Stock.

         10.4. CERTIFICATES FOR RESTRICTED STOCK. Restricted Stock granted under
the Plan may be evidenced in such manner as the Committee shall determine. If
certificates representing shares of Restricted Stock are registered in the name
of the Participant, certificates must bear an appropriate legend referring to
the terms, conditions, and restrictions applicable to such Restricted Stock.


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                                   ARTICLE 11
                              DIVIDEND EQUIVALENTS

         11.1 GRANT OF DIVIDEND EQUIVALENTS. The Committee is authorized to
grant Dividend Equivalents to Participants subject to such terms and conditions
as may be selected by the Committee. Dividend Equivalents shall entitle the
Participant to receive payments equal to dividends with respect to all or a
portion of the number of shares of Stock subject to an Award, as determined by
the Committee. The Committee may provide that Dividend Equivalents be paid or
distributed when accrued or be deemed to have been reinvested in additional
shares of Stock, or otherwise reinvested.

                                   ARTICLE 12
                            OTHER STOCK-BASED AWARDS

         12.1. GRANT OF OTHER STOCK-BASED AWARDS. The Committee is authorized,
subject to limitations under applicable law, to grant to Participants such other
Awards that are payable in, valued in whole or in part by reference to, or
otherwise based on or related to shares of Stock, as deemed by the Committee to
be consistent with the purposes of the Plan, including without limitation shares
of Stock awarded purely as a "bonus" and not subject to any restrictions or
conditions, convertible or exchangeable debt securities, other rights
convertible or exchangeable into shares of Stock, and Awards valued by reference
to book value of shares of Stock or the value of securities of or the
performance of specified Parents or Subsidiaries. The Committee shall determine
the terms and conditions of such Awards.

                                   ARTICLE 13
                         PROVISIONS APPLICABLE TO AWARDS

         13.1. STAND-ALONE, TANDEM, AND SUBSTITUTE AWARDS. Awards granted under
the Plan may, in the discretion of the Committee, be granted either alone or in
addition to, in tandem with, or in substitution for, any other Award granted
under the Plan. If an Award is granted in substitution for another Award, the
Committee may require the surrender of such other Award in consideration of the
grant of the new Award. Awards granted in addition to or in tandem with other
Awards may be granted either at the same time as or at a different time from the
grant of such other Awards.

         13.2. TERM OF AWARD. The term of each Award shall be for the period as
determined by the Committee, provided that in no event shall the term of any
Incentive Stock Option or a Stock Appreciation Right granted in tandem with the
Incentive Stock Option exceed a period of ten years from the date of its grant
(or, if Section 7.2(e) applies, five years from the date of its grant).

         13.3. FORM OF PAYMENT FOR AWARDS. Subject to the terms of the Plan and
any applicable law or Award Agreement, payments or transfers to be made by the


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Corporation or a Parent or Subsidiary on the grant or exercise of an Award may
be made in such form as the Committee determines at or after the time of grant,
including without limitation, cash, Stock, other Awards, or other property, or
any combination, and may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case determined in accordance with
rules adopted by, and at the discretion of, the Committee.

         13.4. LIMITS ON TRANSFER. No right or interest of a Participant in any
unexercised or restricted Award may be pledged, encumbered, or hypothecated to
or in favor of any party other than the Corporation or a Parent or Subsidiary,
or shall be subject to any lien, obligation, or liability of such Participant to
any other party other than the Corporation or a Parent or Subsidiary. No
unexercised or restricted Award shall be assignable or transferable by a
Participant other than by will or the laws of descent and distribution or,
except in the case of an Incentive Stock Option, pursuant to a domestic
relations order that would satisfy Section 414(p)(1)(A) of the Code if such
Section applied to an Award under the Plan; provided, however, that the
Committee may (but need not) permit other transfers where the Committee
concludes that such transferability (i) does not result in accelerated taxation,
(ii) does not cause any Option intended to be an Incentive Stock Option to fail
to be described in Code Section 422(b), and (iii) is otherwise appropriate and
desirable, taking into account any factors deemed relevant, including without
limitation, state or federal tax or securities laws applicable to transferable
Awards.

         13.5 BENEFICIARIES. Notwithstanding Section 13.4, a Participant may, in
the manner determined by the Committee, designate a beneficiary to exercise the
rights of the Participant and to receive any distribution with respect to any
Award upon the Participant's death. A beneficiary, legal guardian, legal
representative, or other person claiming any rights under the Plan is subject to
all terms and conditions of the Plan and any Award Agreement applicable to the
Participant, except to the extent the Plan and Award Agreement otherwise
provide, and to any additional restrictions deemed necessary or appropriate by
the Committee. If no beneficiary has been designated or survives the
Participant, payment shall be made to the Participant's estate. Subject to the
foregoing, a beneficiary designation may be changed or revoked by a Participant
at any time provided the change or revocation is filed with the Committee.

         13.6. STOCK CERTIFICATES. All Stock issuable under the Plan is subject
to any stop-transfer orders and other restrictions as the Committee deems
necessary or advisable to comply with federal or state securities laws, rules
and regulations and the rules of any national securities exchange or automated
quotation system on which the Stock is listed, quoted, or traded. The Committee
may place legends on any Stock certificate or issue instructions to the transfer
agent to reference restrictions applicable to the Stock.

         13.7. ACCELERATION. The Committee may in its sole discretion at any
time determine that all or a portion of a Participant's Options, Stock
Appreciation Rights, and other Awards in the nature of rights that may be
exercised shall become fully or partially


                                       -13-

<PAGE>

vested and/or exercisable, and/or that all or a part of the restrictions on all
or a portion of the outstanding Awards shall lapse, in each case, as of such
date as the Committee may, in its sole discretion, declare. The Committee may
discriminate among Participants and among Awards granted to a Participant in
exercising its discretion pursuant to this Section 13.7.

         13.8. EFFECT OF ACCELERATION. If an Award is accelerated under Section
13.7., the Committee may, in its sole discretion, provide (i) that the Award
will expire after a designated period of time after such acceleration to the
extent not then exercised, (ii) that the Award will be settled in cash rather
than Stock, (iii) that the Award will be assumed by another party to a
transaction contemplated in connection with the acceleration or otherwise be
equitably converted or substituted in connection with such transaction, (iv)
that the Award may be settled by payment in cash or cash equivalents equal to
the excess of the Fair Market Value of the underlying Stock, as of a specified
date associated with the transaction, over the exercise price of the Award, or
(v) any combination of the foregoing. The Committee's determination need not be
uniform and may be different for different Participants whether or not such
Participants are similarly situated.

         13.9. PERFORMANCE GOALS. The Committee may determine that any Award
granted pursuant to this Plan to a Participant (including, but not limited to,
Participants who are Covered Employees) shall be determined solely on the basis
of (a) the achievement by the Corporation or a Parent or Subsidiary of a
specified target return, or target growth in return, on equity or assets, (b)
the Corporation's stock price, (c) the achievement by the Corporation or a
Parent or Subsidiary, or a business unit of any such entity, of a specified
target, or target growth in, revenue, net income, stockholders' equity, funds
from operations ("FFO"), or earnings or FFO per share, or (d) any combination of
the goals set forth in (a) through (c) above. If an Award is made on such basis,
the Committee shall establish goals prior to the beginning of the period for
which such performance goal relates (or such later date as may be permitted
under Code Section 162(m) or the regulations thereunder), and the Committee has
the right for any reason to reduce (but not increase) the Award, notwithstanding
the achievement of a specified goal. Any payment of an Award granted with
performance goals shall be conditioned on the written certification of the
Committee in each case that the performance goals and any other material
conditions were satisfied.

         13.10. TERMINATION OF EMPLOYMENT. Whether military, government or other
service or other leave of absence shall constitute a termination of employment
shall be determined in each case by the Committee at its discretion, and any
determination by the Committee shall be final and conclusive. A termination of
employment shall not occur (i) in a circumstance in which a Participant
transfers from the Corporation to one of its Parents or Subsidiaries, transfers
from a Parent or Subsidiary to the Corporation, or transfers from one Parent or
Subsidiary to another Parent or Subsidiary, or (ii) in the discretion of the
Committee as specified at or prior to such occurrence, in the case of a
spin-off, sale or disposition of the Participant's employer from the Corporation
or any


                                       -14-

<PAGE>

Parent or Subsidiary. To the extent that this provision causes Incentive Stock
Options to extend beyond three months from the date a Participant is deemed to
be an employee of the Corporation, a Parent or Subsidiary for purposes of
Section 424(f) of the Code, the Options held by such Participant shall be deemed
to be Non-Qualified Stock Options.

                                   ARTICLE 14
                          CHANGES IN CAPITAL STRUCTURE

         14.1. GENERAL. In the event of a corporate transaction involving the
Corporation (including, without limitation, any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination or exchange of shares), the
authorization limits under Section 5.1 and 5.4 shall be adjusted
proportionately, and the Committee may adjust Awards to preserve the benefits or
potential benefits of the Awards. Action by the Committee may include: (i)
adjustment of the number and kind of shares which may be delivered under the
Plan; (ii) adjustment of the number and kind of shares subject to outstanding
Awards; (iii) adjustment of the exercise price of outstanding Awards; and (iv)
any other adjustments that the Committee determines to be equitable. In
addition, the Committee may, in its sole discretion, provide (i) that Awards
will be settled in cash rather than Stock, (ii) that Awards will become
immediately vested and exercisable and will expire after a designated period of
time to the extent not then exercised, (iii) that Awards will be assumed by
another party to a transaction or otherwise be equitably converted or
substituted in connection with such transaction, (iv) that outstanding Awards
may be settled by payment in cash or cash equivalents equal to the excess of the
Fair Market Value of the underlying Stock, as of a specified date associated
with the transaction, over the exercise price of the Award, or (v) any
combination of the foregoing. The Committee's determination need not be uniform
and may be different for different Participants whether or not such Participants
are similarly situated. Without limiting the foregoing, in the event a stock
dividend or stock split is declared upon the Stock, the authorization limits
under Section 5.1 and 5.4 shall be increased proportionately, and the shares of
Stock then subject to each Award shall be increased proportionately without any
change in the aggregate purchase price therefor.

                                   ARTICLE 15
                     AMENDMENT, MODIFICATION AND TERMINATION

         15.1. AMENDMENT, MODIFICATION AND TERMINATION. The Board or the
Committee may, at any time and from time to time, amend, modify or terminate the
Plan without stockholder approval; provided, however, that the Board or
Committee may condition any amendment or modification on the approval of
stockholders of the Corporation if such approval is necessary or deemed
advisable with respect to tax, securities or other applicable laws, policies or
regulations.

         15.2 AWARDS PREVIOUSLY GRANTED. At any time and from time to time, the
Committee may amend, modify or terminate any outstanding Award without


                                       -15-

<PAGE>

approval of the Participant; provided, however, that, subject to the terms of
the applicable Award Agreement, such amendment, modification or termination
shall not, without the Participant's consent, reduce or diminish the value of
such Award determined as if the Award had been exercised, vested, cashed in (at
the spread value in the case of Options) or otherwise settled on the date of
such amendment or termination. No termination, amendment, or modification of the
Plan shall adversely affect any Award previously granted under the Plan, without
the written consent of the Participant.

                                   ARTICLE 16

                               GENERAL PROVISIONS

         16.1. NO RIGHTS TO AWARDS. No Participant or any eligible participant
shall have any claim to be granted any Award under the Plan, and neither the
Corporation nor the Committee is obligated to treat Participants or eligible
participants uniformly.

         16.2. NO STOCKHOLDER RIGHTS. No Award gives the Participant any of the
rights of a stockholder of the Corporation unless and until shares of Stock are
in fact issued to such person in connection with such Award.

         16.3. WITHHOLDING. The Corporation or any Parent or Subsidiary shall
have the authority and the right to deduct or withhold, or require a Participant
to remit to the Corporation, an amount sufficient to satisfy federal, state, and
local taxes (including the Participant's FICA obligation) required by law to be
withheld with respect to any taxable event arising as a result of the Plan. With
respect to withholding required upon any taxable event under the Plan, the
Committee may, at the time the Award is granted or thereafter, require or permit
that any such withholding requirement be satisfied, in whole or in part, by
withholding from the Award shares of Stock having a Fair Market Value on the
date of withholding equal to the minimum amount (and not any greater amount)
required to be withheld for tax purposes, all in accordance with such procedures
as the Committee establishes.

         16.4. NO RIGHT TO CONTINUED SERVICE. Nothing in the Plan or any Award
Agreement shall interfere with or limit in any way the right of the Corporation
or any Parent or Subsidiary to terminate any Participant's employment or status
as an officer, director or consultant at any time, nor confer upon any
Participant any right to continue as an employee, officer, director or
consultant of the Corporation or any Parent or Subsidiary.

         16.5. UNFUNDED STATUS OF AWARDS. The Plan is intended to be an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a Participant pursuant to an Award, nothing contained
in the Plan or any Award Agreement shall give the Participant any rights that
are greater than those of a general creditor of the Corporation or any Parent or
Subsidiary.


                                       -16-

<PAGE>

         16.6. INDEMNIFICATION. To the extent allowable under applicable law,
each member of the Committee shall be indemnified and held harmless by the
Corporation from any loss, cost, liability, or expense that may be imposed upon
or reasonably incurred by such member in connection with or resulting from any
claim, action, suit, or proceeding to which such member may be a party or in
which he may be involved by reason of any action or failure to act under the
Plan and against and from any and all amounts paid by such member in
satisfaction of judgment in such action, suit, or proceeding against him
provided he gives the Corporation an opportunity, at its own expense, to handle
and defend the same before he undertakes to handle and defend it on his own
behalf. The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled under the
Corporation's Certificate of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Corporation may have to indemnify them or hold
them harmless.

         16.7. RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall
be taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or benefit plan of the
Corporation or any Parent or Subsidiary unless provided otherwise in such other
plan.

         16.8. EXPENSES. The expenses of administering the Plan shall be borne
by the Corporation and its Parents or Subsidiaries.

         16.9. TITLES AND HEADINGS. The titles and headings of the Sections in
the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.

         16.10. 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.

         16.11. FRACTIONAL SHARES. No fractional shares of Stock shall be issued
and the Committee shall determine, in its discretion, whether cash shall be
given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up.

         16.12. GOVERNMENT AND OTHER REGULATIONS. The obligation of the
Corporation to make payment of awards in Stock or otherwise shall be subject to
all applicable laws, rules, and regulations, and to such approvals by government
agencies as may be required. The Corporation shall be under no obligation to
register under the 1933 Act, or any state securities act, any of the shares of
Stock issued in connection with the Plan. The shares issued in connection with
the Plan may in certain circumstances be exempt from registration under the 1933
Act, and the Corporation may restrict the transfer of such shares in such manner
as it deems advisable to ensure the availability of any such exemption.


                                       -17-

<PAGE>

         16.13. GOVERNING LAW. To the extent not governed by federal law, the
Plan and all Award Agreements shall be construed in accordance with and governed
by the laws of the State of Maryland.

         16.14. ADDITIONAL PROVISIONS. Each Award Agreement may contain such
other terms and conditions as the Committee may determine; provided that such
other terms and conditions are not inconsistent with the provisions of this
Plan.

         16.15. CODE SECTION 162(m). The deduction limits of Code Section 162(m)
and the regulation thereunder do not apply to the Corporation until such time,
if any, as any class of the Corporation's common equity securities is registered
under Section 12 of the 1934 Act or the Corporation otherwise meets the
definition of a "publicly held corporation" under Treasury Regulation
1.162-27(c) or any successor provision. Upon becoming a publicly held
corporation, the deduction limits of Code Section 162(m) and the regulations
thereunder shall not apply to compensation payable under this Plan until the
expiration of the reliance period described in Treasury Regulation 1.162-27(f)
or any successor regulation.


                                       -18-

<PAGE>

         The foregoing is hereby acknowledged as being the Forsyth Capital
Mortgage Corp. 2002 Long-Term Incentive Plan as adopted by the Board on
__________, 2002.

                                            FORSYTH CAPITAL MORTGAGE CORP.


                                            By:
                                               -----------------------------
                                            Name:
                                                 ---------------------------
                                            Title:
                                                 ---------------------------


                                       -19-