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                                                                   EXHIBIT 10.13

                                 PUBLICARD, INC.
                          1999 LONG TERM INCENTIVE PLAN


                  PubliCARD, Inc., a Pennsylvania corporation, (the "Company")
has adopted the 1999 Long-Term Incentive Plan (the "Plan"), effective as of
August 4, 1999, to (1) attract and retain key employees, (2) motivate
participants to achieve long-term goals, (3) encourage employees to acquire a
proprietary interest in the Company through the ownership of Company stock, and
(4) reward consultants to the Company who are not employees of the Company
("Consultants").

                                    ARTICLE I
                                   DEFINITIONS

                  When used herein, the following terms shall have the meaning
set forth below, unless the context clearly indicates otherwise:

         1.1      "Board" shall mean the Board of Directors of the Company.

         1.2   "Cause" shall mean (a) the conviction of the holder of a Plan
Award of a felony or a crime involving moral turpitude or (b) the commission by
the holder of a Plan Award of a public or notorious act which subjects the
Company to public disrespect, scandal or ridicule and which adversely affects
the value of the services to the Company of the holder of the Plan Award.

         1.3      "Change in Control" shall mean:

                           (i)      any person within the meaning of Sections
                                    13(d) and 14(d) of the Securities Exchange
                                    Act of 1934 (other than the Company or any
                                    Subsidiary or any trustee or other fiduciary
                                    holding securities under an employee benefit
                                    plan of the Company or any Subsidiary),
                                    becoming the beneficial owner (within the
                                    meaning of Rule 13d-3 under the Securities
                                    Exchange Act of 1934) directly or
                                    indirectly, of securities of the Company
                                    representing thirty percent (30%) or more of
                                    the combined voting power of the Company's
                                    then outstanding securities;

                           (ii)     a majority of the directors elected at any
                                    special or annual meeting of stockholders
                                    are not individuals nominated by the
                                    Company's incumbent Board, or individuals
                                    who are members of the Company's Board at
                                    any one time shall immediately thereafter
                                    cease to constitute a majority of the Board;

                           (iii)    the approval of the Company's stockholders
                                    of the merger or consolidation of the
                                    Company with another corporation, the sale
                                    of substantially all of the Company's assets
                                    or the liquidation or dissolution of the
                                    Company, unless, in the case of a merger or
                                    consolidation, at least two-thirds (2/3) of
                                    the directors in office immediately prior to
                                    such merger or consolidation constitute at
                                    least two-thirds (2/3) of the members of the
                                    board of directors of the surviving
                                    corporation of such merger and
                                    consolidation. Notwithstanding anything
                                    herein to the contrary, unless specifically
                                    provided in advance by the Board, a Change
                                    in Control shall not be deemed to have
                                    occurred as a result of any event that
                                    occurs on or after the date the Company
                                    files a voluntary petition to reorganize
                                    under Chapter 11 of the United States
                                    Bankruptcy Code or to liquidate under
                                    chapter 7 of such Code, or following the
                                    filing of an involuntary bankruptcy petition
                                    against the Company.

         1.4 "Code" shall mean the Internal Revenue Code of 1986, as amended.
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         1.5      "Committee" shall mean the Compensation Committee of the
Board, as appointed pursuant to Section 2.1 hereof.

         1.6      "Common Stock" shall mean the common stock of the Company, par
value $.10 per share.

         1.7      "Company" shall mean PubliCARD, Inc.

         1.8      "Disability" shall mean (a) the definition of "disability"
used in any employment agreement between a Participant and the Company or (b)
for any Optionee who has not entered into an employment agreement with the
Company, the inability, by reason of bodily injury or physical or mental
desease, or any combination thereof, of the Optionee to perform his customary
duties with the Company for a period of ninety (90) days (whether or not
consecutive) in any period of one hundred and eighty (180) consecutive days.

         1.9      "Employee" shall mean an officer or other employee of the
Company or any Subsidiary.

         1.10     "Fair Market Value" per share of Common Stock as of a
particular date shall mean, unless otherwise determined by the Board:

                           (i)      the closing sales price per hare of Common
                                    Stock on a national securities exchange for
                                    the business day preceding the exercise date
                                    on which there was a sale of Shares on such
                                    exchange;

                           (ii)     if clause (i) does not apply and the shares
                                    of Common Stock are then quoted on the
                                    National Association of Securities Dealers
                                    Automated Quotation system (known as
                                    "NASDAQ"), the closing price per share of
                                    Common Stock as reported on such system for
                                    the business day preceding the exercise date
                                    on which a sale was reported;

                           (iii)    if clause (i) or (ii) does not apply and the
                                    shares of Common Stock are then traded on an
                                    over-the-counter market, the closing price
                                    per share of Common Stock in such
                                    over-the-counter market for the business day
                                    preceding the exercise date; or

                           (iv)     if the shares of Common Stock are not then
                                    listed on a national securities exchange or
                                    traded in an over-the-counter market, such
                                    value as the Board in its discretion may
                                    determine.

         1.11 ""Good Reason" shall mean a significant change in the nature or
scope of the authorities, powers, functions, or duties normally attached to an
Employee's position with the Company.

         1.12     "Grantee" shall mean an Employee or Consultant who is granted
an SAR.

         1.13     "ISO" shall mean an Option which meets the requirement of
Section 422 of the Code.

         1.14     "NQSO" shall mean an Option that does not qualify as an ISO.

         1.15     "Option" shall mean either an ISO or a NQSO, as the context
requires and as reflected in the applicable Option Agreement.

         1.16     "Option Agreement" shall mean an agreement between the Company
and an Optionee setting forth the terms of any Option.

         1.17     "Optionee" shall mean the recipient of an Option.



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         1.18     "Participant" shall mean any Employee or Consultant to whom a
Plan Award of any kind has been made.

         1.19     "Plan Award" shall mean an award of Options, restricted stock,
SARs or other equity-based award as the Committee determines.

         1.20     "SAR" shall mean a Stock Appreciation Right granted pursuant
to ArticleVI of the Plan.

         1.21     "Subsidiary" shall mean any corporation in an unbroken chain
of corporations beginning with the Company if each of the corporations other
than the last corporation in the unbroken chain owns stock possessing 50 percent
or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

         1.22     "Termination of Employment" shall mean the date on which the
employment relationship between the Company or any Subsidiary and a Participant
terminates for any reason, including, without limitation, resignation, death,
disability or retirement, excluding, at the discretion of the Committee, a
termination of employment followed immediately by the commencement of a
consulting relationship between the Company or a Subsidiary and a former
employee.

                                   ARTICLE II
                               PLAN ADMINISTRATION

         2.1      COMMITTEE. The Plan shall be administered by the Committee
which shall consist of at least two members of the Board who shall be appointed
by and serve at the pleasure of the Board, provided that each committee member
must qualify as an "outside director" as such term is defined in Section 162(m)
of the Code, unless the Board determines otherwise, in its sole discretion. Any
vacancies in the Committee shall be filled by the Board. Committee members may
resign at any time by delivering thirty (30) days' advance written notice to the
Board, and may be removed by the Board at any time for any reason.

         2.2      DUTIES AND POWERS OF THE COMMITTEE. The Committee shall adopt
rules and regulations for carrying out the administration of the Plan as it
deems appropriate. The Committee shall have the power and the authority to
interpret and construe the Plan and the agreements pursuant to which Plan Awards
are made, and any interpretation and decision by the Committee with regard to
any question or matter arising under the Plan shall be final and binding on all
persons. Subject to the provisions hereof, the Committee from time to time shall
determine the terms and conditions of all Plan Awards, including, but not
limited to: (a) selecting the persons to whom Plan Awards are granted, (b)
determining whether the Plan Award to any individual should be Options, SARs,
Restricted Stock or any combination thereof, and the number of Options, SARs and
shares of Restricted Stock to be granted to any Employee or consultant, (c)
determining the time or times at which Plan Awards shall be granted, (d)
determining the duration of each Plan Award, (e) imposing any restrictions
applicable to Plan Awards, and (f) imposing any other terms and conditions it
deems appropriate for Plan Awards. The Committee also shall have the authority
and discretion to determine the extent to which Plan Awards will be structured
in order to comply with Section 162(m) of the Code.

         2.3      MAJORITY RULE. The Committee shall act by a majority of its
members in attendance at a meeting at which a quorum is present or by a
memorandum or other written instrument signed by all Committee members.

         2.4      COMPENSATION. Members of the Committee shall receive such
compensation for their services as may be determined by the Board, in its sole
discretion. All expenses and liabilities which any member of the Committee
incurs in connection with administering the Plan shall be borne by the Company.
The Committee may employ attorneys, consultants, accountants, appraisers,
brokers or other persons to assist them, and shall be entitled to rely on the
advice of such persons.



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                                   ARTICLE III
                           SHARES SUBJECT TO THE PLAN

         3.1      SHARES OF STOCK SUBJECT TO THE PLAN. (a) Except as provided in
Section 10, the aggregate number of shares of Common Stock that may be issued or
transferred pursuant to Plan Awards shall not exceed 3,000,000 which may be
authorized and unissued shares or previously issued shares acquired by the
Company and held in treasury, or any combination thereof. Any shares subject to
a Plan Award which for any reason terminates, expires, or is forfeited may be
subject to a new Plan Award, to the extent consistent with applicable law. If an
Option or related SAR is exercised for stock, the shares covered by such Option
or SAR shall not thereafter be available for grant pursuant to the Plan.

                  (b) The maximum number of shares of common stock that may be
issued with respect to Options intended to be ISOs shall be 3,000,000. The
maximum number of Options that may be granted to any individual in any year
shall be 500,000.

                                   ARTICLE IV
                                      TERM

         4.1      TERM. All Plan Awards must be made within ten years from
August 4, 1999.

                                    ARTICLE V
                                  STOCK OPTIONS

         5.1      TERMS OF OPTIONS. At the time an Option is granted, the
Committee shall determine (a) the number of Options to be granted, (b) whether
the Options are to be ISOs or NQSOs, (c) the exercise price of each Option,
provided that the exercise price of any Option that is intended to be an ISO
shall be at least equal to the Fair Market Value of the Common Stock on the date
of grant; not less than 110% of Fair Market Value in the case of a grant to an
Employee who owns more than 10 percent of the total combined voting power of all
classes of stock of the Company or any Subsidiary (a "10% Stockholder"), and (d)
subject to Section 5.3 hereof, the period during which an Option shall vest, and
become exercisable; provided, however, that no Option shall be exercisable after
the tenth (10th) anniversary of the date on which it was granted (the fifth
(5th) anniversary in the case of an ISO granted to a 10% Stockholder).
Notwithstanding the foregoing or anything else herein to the contrary, the
Committee may, in its sole discretion and subject to whatever terms and
conditions it deems appropriate, accelerate the exercisability of an Option at
any time.

         5.2      MANNER OF EXERCISE. All or a portion of an exercisable Option
shall be deemed exercised upon the Optionee's delivery to the Secretary of the
Company of: (a) a written notice of exercise, delivered in person or by first
class mail to the Secretary of the Company at the Company's principal executive
office, in the form prescribed by the Committee and executed by the Optionee or
such person as is then authorized to exercise the Option, (b) payment in full of
the exercise price in cash, by check, or, if the Committee so permits, by
transferring previously owned shares of Common Stock (valued at Fair Market
Value on the exercise date) or any combination thereof, (c) such representations
and documents as the Committee, in its sole discretion, deems necessary or
advisable to effect compliance with all applicable provisions of the Securities
Act of 1933, as amended, and any other federal or state securities laws or
regulations. The Committee may, in its sole discretion, also take whatever
additional actions it deems appropriate to effect such compliance including,
without limitation, placing legends on share certificates and issuing
stop-transfer notices to agents and registrars, and (d) in the event that the
Option shall be exercised pursuant to Section 5.3 by any person or persons other
than the Optionee, appropriate proof of the right of such person or persons to
exercise the Option. Not less than one hundred (100) shares may be purchased at
any time upon the exercise of an Option unless the number of shares of Common
Stock so purchased constitutes the total number of shares then purchased under
the Option or the Committee determines otherwise in its sole discretion.

         5.3      EXERCISABILITY FOLLOWING TERMINATION OF EMPLOYMENT. Subject to
the Committee's discretion, following an Optionee's Termination of Employment,
his or her Options shall be exercisable as follows:



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                  (a) Any Option which is not exercisable on the date of such
Termination of Employment shall not be exercisable thereafter.

                  (b) If an Optionee voluntarily resigns without Good Reason or
is terminated for Cause, all Options shall terminate as of the day before the
date of the Optionee's Termination of Employment, whether then exercisable or
not.

                  (c) If an Optionee's Termination of Employment is due to
death, Disability, or retirement on or after reaching age 60, any exercisable
Option held by the Employee shall remain exercisable for their original term,
provided that (i) any ISOs must be exercised within ninety (90) days following
Termination of Employment by reason of death or retirement and one (1) year
following Termination by reason of Disability; and (ii) any Option intended to
be an ISO that is not exercised within such period shall be treated as an NQSO
and shall remain exercisable for its original term.

                  (d) Upon an Optionee's Termination of Employment for any other
reason, any exercisable Options shall remain exercisable for a period of thirty
(30) days from the date of his Termination of Employment, but not later than the
original expiration date of the Option, and shall thereafter terminate.

                  (e) Upon a Change in Control of the Company, all Options held
by an Optionee that are not then exercisable shall become exercisable
immediately, and shall remain exercisable for their original term.

         5.4 EXERCISABILITY FOLLOWING TERMINATION OF CONSULTING ARRANGEMENT.
Upon the termination of a consulting arrangement for any reason, any Options
then held by a consultant that are not exercisable shall expire on such date and
any Options that are then exercisable shall remain exercisable for thirty (30)
days following such termination and may not thereafter be exercised, provided
that such termination was not due to the misfeasance or nonfeasance of the
consultant, in which case all Options shall be void and no longer exercisable as
of the date of termination of the arrangement.

         5.5 OPTION AGREEMENTS. Each Option shall be evidenced by a written
stock option agreement in such form, not inconsistent with the Plan, as the
Committee shall approve from time to time, in its sole discretion, which
agreements need not be identical, and shall be subject to such terms and
conditions as the Committee may prescribe, consistent with this Plan.

         5.6 RELOAD OPTIONS. The Committee shall have the authority (but not the
obligation) to include within any Option Agreement a provision entitling the
Optionee to a further Option (a "Reload Option") if the Optionee exercises the
Option evidenced by the Option Agreement, in whole or in part, by surrendering
other shares of Common Stock held by the Optionee in accordance with the terms
and conditions of the Option Agreement. Any such Reload Option shall not be an
ISO; shall be for a number of shares equal to the number of surrendered shares;
shall have an exercise price equal to the Fair Market Value of the Common Stock
on the date of exercise of the original Option; shall become exercisable if the
purchased shares are held for a period of time established by the Committee; and
shall be subject to such other terms and conditions as the Committee, in its
sole discretion, may determine.

         5.7 CONDITIONS TO ISSUANCE OF STOCK CERTIFICATE. The Company shall not
be required to issue or deliver any certificate or certificates for shares of
Common Stock purchased upon the exercise of any Option or portion thereof prior
to fulfillment of all of the following conditions:

                  (a) The admission of such shares to listing on all stock
exchanges on which such class of stock is then listed;

                  (b) The completion of any registration or other qualification
of such shares under any state or federal law, or under the rulings or
regulations of the Securities and Exchange Commission or any other governmental
regulatory body which the Committee shall, in its sole and absolute discretion,
deem necessary or advisable;



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                  (c) The obtaining of any approval or other clearance from any
state or federal governmental agency which the Committee shall, in its sole and
absolute discretion, determine to be necessary or advisable;

                  (d) The lapse of such reasonable period of time following the
exercise of the Option as the Committee may establish from time to time for
reasons of administrative convenience; and

                  (e) The receipt by the Company of full payment for such
shares, including payment of any applicable withholding tax.

         5.8 Rights as Stockholders. The holders of Options shall not be, nor
have any of the rights or privileges of, stockholders of the Company in respect
of any shares purchasable upon the exercise of any part of an Option unless and
until certificates representing such shares have been issued by the Company to
such holders.

                                   ARTICLE VI
                            STOCK APPRECIATION RIGHTS

         6.1 GRANT OF STOCK APPRECIATION RIGHTS. The Committee may grant a Stock
Appreciation Right (a) in connection and simultaneously with the grant of an
Option, (b) with respect to a previously granted Option, or (c) independent of
an Option. An SAR shall be subject to such terms and conditions not inconsistent
with this Plan as the Committee shall impose, and shall be evidenced by a
written Stock Appreciation Right Agreement, which shall be executed by the
Grantee and an authorized officer of the Company. The Committee, in its
discretion, may determine whether an SAR is to qualify as performance-based
compensation as described in Section 162(m) of the Code, and Stock Appreciation
Right Agreements evidencing SARs intended to so qualify shall contain such terms
and conditions as may be necessary to meet the applicable provisions of Section
162(m) of the Code. Without limiting the generality of the preceding sentence,
the Committee may, in its discretion and on such terms as it deems appropriate,
require as a condition to the grant of an SAR that the Employee or consultant
surrender for cancellation some or all of the unexercised Options, awards of
Restricted Stock, SARs, or other rights which have been previously granted to
him under this Plan or otherwise. An SAR, the grant of which is conditioned upon
such surrender, may have an exercise price lower (or higher) than the exercise
price of the surrendered Option or other award, may cover the same (or a lesser
or greater) number of shares as such surrendered Option or other award, may
contain such other terms as the Committee deems appropriate, and shall be
exercisable in accordance with its terms, without regard to the number of
shares, price, exercise period or any other term or condition of such
surrendered Option or other award.

         6.2      CHARACTERISTICS OF STOCK APPRECIATION RIGHTS.

                  (a) A SAR that is granted in connection with a particular
Option (i) may be granted for no more than the number of shares of Common Stock
subject to such Option, (ii) shall be exercisable only when and to the extent
the related Option is exercisable, and (iii) shall entitle the Grantee (or other
person entitled to exercise the Option) to surrender to the Company the
unexercised portion of any then exercisable Option to which such SAR relates and
to receive from the Company in exchange therefor an amount determined by
multiplying the difference obtained by subtracting the exercise price of the
Option from the Fair Market Value of a share of Common Stock on the date of
exercise of the SAR by the number of shares of Common Stock with respect to
which the SAR shall have been exercised, subject to any limitations the
Committee may impose.

                  (b) A SAR (i) which is independent of and not related to an
Option shall be exercisable in such installments as the Committee may determine;
shall cover such number of shares of Common Stock as the Committee may
determine; subject to Section 6.3, shall be exercisable only while the grantee
is an Employee or a Consultant, and (ii) such SAR shall entitle the Grantee (or
other person entitled to exercise the SAR) to exercise all or a specified
portion of the SAR and to receive from the Company an amount determined by
multiplying the difference obtained by subtracting the price per share at which
the SAR was granted from the Fair Market Value of a share of Common Stock on the
date of exercise of the SAR by the number of shares of Common Stock with respect
to which the SAR shall have been exercised, subject to any limitations the
Committee may impose.


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         6.3      EXERCISE FOLLOWING TERMINATION OF EMPLOYMENT AND CONSULTANCY.
Subject to the Committee's discretion, (i) an Employee whose employment
terminates while he or she is holding exercisable SARs shall be entitled to
exercise such SARs for the same period as exercisable Options may be exercised
pursuant to Section 5.3(a)-(f) hereof (whether or not any such SARs were awarded
in connection with any Option), and (ii) any SARs held by a consultant, whether
or not exercisable, shall terminate on the date the consultancy arrangement
terminates, unless the Committee determines otherwise.

                                   ARTICLE VII
                                RESTRICTED STOCK

         7.1      AWARD OF RESTRICTED STOCK

                  (a) The Committee shall from time to time, in its sole and
absolute discretion, (i) determine the purchase price, if any, and form of
payment for Restricted Stock; provided, however, that the purchase price shall
be no less than the par value of the Common Stock at the time an award is made,
and (ii) determine any other terms and conditions applicable to such Restricted
Stock, consistent with this Plan.

                  (b) Upon the selection of an Employee or consultant to be
awarded Restricted Stock, the Committee shall instruct the Secretary of the
Company to issue such Restricted Stock and may impose such conditions on the
issuance of such Restricted Stock as it deems appropriate.

                  (c) Notwithstanding the foregoing or anything to the contrary
herein, each Restricted Stock Agreement shall provide that, upon a Change in
Control, any restrictions on Restricted Stock held by a Participant shall lapse
and be of no further force or effect, and the holder thereof shall be treated as
the owner of such Stock thereafter.

         7.2 RESTRICTIONS. All shares of Restricted Stock issued under this Plan
(including any shares received by holders thereof with respect to shares of
Restricted Stock as a result of stock dividends, stock splits or any other form
of recapitalization) shall, in the terms of each individual Restricted Stock
Agreement, be subject to such restrictions as the Committee shall provide, which
restrictions may include, without limitation, restrictions concerning voting
rights and transferability and restrictions based on duration of employment with
the Company, Company performance and individual performance; provided, however,
that the Committee may, on such terms and conditions as it may determine to be
appropriate, remove any or all of the restrictions imposed by the terms of the
Restricted Stock Agreement. Restricted Stock may not be sold or encumbered until
all restrictions terminate or expire.

         7.3 TERMINATION OF EMPLOYMENT. Except as otherwise expressly provided
for herein, any shares of Restricted Stock which are subject to restriction upon
an Employee's Termination of Employment with the Company for any reason or when
a consulting arrangement terminates, as applicable, shall be forfeited and the
Participant shall have no further rights to or with respect to such shares.

         7.4 REPURCHASE OF RESTRICTED STOCK. The Committee shall provide in the
terms of each individual Restricted Stock Agreement that upon a Termination of
Employment or, if applicable, upon a termination of any consulting relationship
between the restricted stockholder and the Company, the Company shall have the
right but not the obligation, to purchase any Restricted Stock held by such
employee or consultant at a cash price per share equal to the price paid by the
Employee or consultant for such Restricted Stock; provided, however, that
provision may be made that no such right of repurchase shall exist in the event
of a Termination of Employment or termination of consultancy without Cause, or
because of retirement, death, disability, or otherwise.

         7.5 RESTRICTED STOCK AGREEMENT. Restricted Stock shall be issued only
pursuant to a written Restricted Stock Agreement, which shall be executed by the
selected Employee or consultant and an authorized officer of the Company and
which shall contain such terms and conditions as the Committee shall determine,
consistent with this Plan.

         7.6 ESCROW. The Secretary of the Company or such other escrow holder as
the Committee may appoint shall retain physical custody of each certificate
representing Restricted Stock until all of the restrictions imposed under the
Restricted Stock Agreement with respect to the shares evidenced by such
certificate expire or shall have been


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removed. While such shares are held by the escrow holder, the Participant shall
have, unless otherwise provided by the Committee, all the rights of a
stockholder with respect to said shares, subject to any restrictions among other
shareholders of Common Stock, including the right to receive all dividends and
other distributions paid or made with respect to the shares; provided, however,
that in the discretion of the Committee, any extraordinary distributions with
respect to the Common Stock shall be subject to the restrictions set forth in
Section 7.2.

         7.7 LEGEND. In order to enforce the restrictions imposed upon shares of
Restricted Stock hereunder, the Committee shall cause a legend or legends to be
placed on certificates representing all shares of Restricted Stock that are
still subject to restrictions under Restricted Stock Agreements, which legend or
legends shall make appropriate reference to the conditions imposed thereby.

                                  ARTICLE VIII
                   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

         8.1 CAPITAL ADJUSTMENTS. (a) If dividends payable in Common Stock
during any fiscal year of the Company exceed in the aggregate 5% of the Common
Stock issued and outstanding at the beginning of such fiscal year, or if there
is during any fiscal year of the Company one or more splits, subdivisions, or
combinations of shares of Common Stock resulting in an increase or decrease of
more than 5% of the shares outstanding at the beginning of the year, the number
of shares available under the Plan shall be increased or decreased
proportionately, as the case may be, the number of shares subject to SARs and
the related Fair Market Value thereof as of the date of grant shall be increased
or decreased proportionately, as the case may be, and the number of shares
deliverable upon the exercise thereafter of any Options theretofore granted
shall be increased or decreased proportionately, as the case may be, without
change in the aggregate purchase price. Common Stock dividends, splits,
subdivisions, or combinations during any fiscal year which do not exceed in the
aggregate 5% of the Common Stock issued and outstanding at the beginning of such
year shall be ignored for purposes of the Plan. All adjustments shall be made as
of the day such action necessitating such adjustment becomes effective.

                  (b) MERGER OR CONSOLIDATION. If the Company is merged or
consolidated with or into another corporation, or if the Common Stock or
substantially all of the Company's assets are exchanged for the stock of another
corporation, or in case of a reorganization or liquidation of the Company, the
Board, or the board of directors of any corporation assuming the obligations of
the Company hereunder, shall either (i) make appropriate provisions for the
protection of any Plan Awards by the substitution on an equitable basis of
appropriate stock or other property of the Company, or appropriate stock or
other property of the merged, consolidated, or otherwise reorganized
corporation, provided only that such substitution of options or other property
shall comply with the requirements of Section 424 of the Code for ISOs, or (ii)
terminate all restrictions relating to Restricted Stock awards and give written
notice to Optionees that their Options and any SARs or other Plan Award, will
become immediately exercisable, notwithstanding any waiting period or other
restriction otherwise prescribed by the Committee, and must be exercised within
a stated period of the date of such notice or they will be terminated.

                                   ARTICLE IX
                      TERMINATION AND AMENDMENT OF THE PLAN

         9.1 (a) The Committee shall have the right to amend or suspend the
Plan, in whole or in part, or to terminate the Plan at any time; provided,
however, that no such action shall effect or in any way impair the rights of a
recipient under any Plan Award theretofore granted; and, provided further, that,
except as provided in Article VIII, unless first duly approved by the
stockholders of the Company entitled to vote thereon at a meeting (which may be
the annual meeting) duly called and held for such purpose, or by a consent of
stockholders, no amendment or change shall be made in the Plan that: (a)
increases the total number of shares which may be issued or transferred under
the Plan; (b) changes the purchase price hereinbefore specified for the shares
subject to options; (c) extends the period during which Plan Awards may be
granted or exercised; or (d) changes the designation of persons eligible to
receive Plan Awards.

                  (b) TERMINATION DATE The Plan shall, in all events, terminate
on August 3, 2009, or on such earlier date as the Board of Directors may
determine. Any Option or SAR outstanding at the termination date shall


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remain outstanding until it has either expired or has been exercised. Any
Restricted Stock outstanding at the termination date shall remain subject to the
terms of the Plan until the restrictions thereon shall have lapsed.

                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

         10.1 EFFECTIVE DATE. The Plan shall become effective August 4, 1999,
the date of its adoption by the Board of Directors, subject, however, to
approval by the stockholders of the Company within twelve (12) months next
following such Effective Date; and if such approval is not obtained, the Plan
and any and all Plan Awards granted during such interim period shall terminate
and be of no further force or effect.

         10.2 RIGHTS AS AN EMPLOYEE. Nothing in the Plan, the grant or holding
of a Plan Award, or in any agreement entered into pursuant to the Plan shall
confer to any holder of Plan Award any right to continue in the employ of the
Company or Subsidiary or to continue a consulting arrangement with the Company
or any Subsidiary, or interfere in any way with the right of the Company or any
parent or Subsidiary of the Company to terminate a Participant's employment or a
consulting arrangement at any time.

         10.3 WITHHOLDING. It shall be a condition to the performance of the
Company's obligation with respect to any Plan Award that a Participant pay, or
make provision satisfactory to the Company for the payment of, any taxes which
the Company is obligated to collect with respect to the issuance, vesting or
exercise of any Plan Award, including any Federal, state, or local withholding
taxes.

         10.4 OWNERSHIP AND TRANSFER RESTRICTIONS. The Committee, in its sole
and absolute discretion, may impose such restrictions on the ownership and
transferability of the shares purchasable upon the exercise of an Option as it
deems appropriate, any such restriction shall be set forth in the Stock Option
Agreement and may be referred to on the certificates evidencing such shares. The
Committee may require the Employee to give the Company prompt notice of any
disposition of shares of Common Stock acquired by exercise of an ISO within (a)
two years from the date of granting such ISO to such Employee, or (b) one year
after the transfer of such shares to such Employee. The Committee may direct
that the certificates evidencing shares acquired by exercise of an Option refer
to such requirement to give prompt notice of disposition. Notwithstanding the
foregoing, with the consent of the Committee and subject to such requirements as
it shall determine, a Participant may transfer an Option for no consideration to
or for the benefit of his spouse, parents, children (including step- and
adoptive children) and grandchildren, or to a trust for the benefit of such
individuals, or to a partnership or limited liability company for one or more
such individuals.

         10.5 RIGHTS AS A STOCKHOLDER. Subject to Section 7.5, a recipient of a
Plan Award (other than a restricted stock award) shall have no rights as a
stockholder with respect to any shares issuable or transferable upon exercise
thereof until the date a stock certificate is issued to him for such shares,
and, except as otherwise expressly provided in the Plan, no adjustment shall be
made for dividends or other rights for which the record date is prior to the
date such stock certificate is issued.

         10.6 NON-ASSIGNABILITY OF PLAN AWARDS. Except as set forth in Section
10.4, no Plan Award shall be sold, pledged, assigned or transferred by the
recipient, except by will or by the laws of descent and distribution or pursuant
to a "qualified domestic relations order," as such term is defined in the Code
or Title I of the Employee Retirement Income Security Act of 1974, as amended.
During the lifetime of a recipient, Plan Awards shall be exercisable only by him
or his personal representative or guardian, except that an Option transferred
pursuant to a "qualified domestic relations order" may be exercised by the
transferee. No Plan Award or interest therein may be sold, pledged, attached, or
otherwise encumbered other than in favor of the Company, and no Plan Award shall
be liable for the debts, contracts or engagements of the holder of a Plan Award
or his or her successors in interest or shall be subject to disposition by
transfer, alienation, anticipation, encumbrance, assignment or any other means
whether such disposition may be voluntary or involuntary or by operation of law
or judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy) and any attempt to do so shall be null and
void and of no force or effect.

         10.7 LEAVE OF ABSENCE. In the case of a holder of a Plan Award on an
approved leave of absence, the Committee may, if it determines that to do so
would be in the best interests of the Company, provide for continuation



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of Plan Awards during such leave of absence, such continuation to be on such
terms and conditions as the Committee determines to be appropriate.

         10.8 OTHER RESTRICTIONS. Each Plan Award shall be subject to the
requirement that, if at any time the Board of Directors or the Committee shall
determine, in its discretion, that the listing, registration, or qualification
of the shares issuable or transferable upon exercise thereof upon any securities
exchange or under any state or Federal law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the granting of such Plan Award or the issue, transfer, or
purchase of shares thereunder, such Plan Award may not be exercised in whole or
in part unless such listing, registration, qualification, consent, or approval
shall have been effected or obtained free of any conditions not acceptable to
the Board of Directors. The Company shall not be obligated to sell or issue any
shares of Common Stock in any manner in contravention of the Securities Act of
1933, as amended, or any state securities law.

         10.9 GOVERNING LAW. This Plan and any agreements hereunder shall be
interpreted and enforced under the internal laws of the State of New York
without regard to conflicts of law thereof.

         10.10 NO WAIVER. No modification or waiver of any of the provisions of
this Plan shall be effective unless in writing and signed by the party against
whom it is sought to be enforced.


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