Exhibit 4.3

                              MIKRON INFRARED, INC.
                              AMENDED AND RESTATED
                          OMNIBUS STOCK INCENTIVE PLAN


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                                TABLE OF CONTENTS

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1.  THE PLAN..........................................................................1
    1.1   Introduction, Purpose; Coordination.........................................1
          1.1.1    Introduction.......................................................1
          1.1.2    Purpose............................................................1
          1.1.3    Coordination.......................................................1
    1.2   Administration and Authorization; Power and Procedure; Indemnification......1
          1.2.1    Committee..........................................................1
          1.2.2    Plan Awards; Interpretation; Powers of Committee...................1
          1.2.3    Binding Determinations.............................................3
          1.2.4    Reliance on Experts................................................3
          1.2.5    Committee Action; Delegation.......................................3
          1.2.6    No Liability.......................................................3
          1.2.7    Indemnification....................................................3
    1.3   Participation...............................................................4
    1.4   Shares Available for Awards; Share Limits...................................4
          1.4.1    Shares Available...................................................4
          1.4.2    Share Limits.......................................................4
          1.4.3    Share Reservation; Replenishment and Reissue of Unvested Awards....4
    1.5   Grant of Awards.............................................................5
    1.6   Award Period................................................................5
    1.7   Limitations on Exercise and Vesting of Awards...............................5
          1.7.1    Provisions for Exercise............................................5
          1.7.2    Procedure..........................................................5
          1.7.3    Fractional Shares/Minimum Issue....................................5
    1.8   No Transferability; Limited Exception to Transfer Restrictions..............5
          1.8.1    Limit On Exercise and Transfer.....................................5
          1.8.2    Further Exceptions to Limits On Transfer.:.........................6
2.  OPTIONS...........................................................................6
    2.1   Grants......................................................................6
    2.2   Option Price................................................................6
          2.2.1    Pricing Limits.....................................................6
          2.2.2    Payment Provisions.................................................6
          2.2.3    Acceptance of Notes to Finance Exercise............................7
    2.3   Limitations on Grant and Terms of Incentive Stock Options...................8
          2.3.1    $100,000 Limit.....................................................8
          2.3.2    Other Code Limits..................................................8
          2.3.3    ISO Notice of Sale Requirement.....................................8
    2.4   Option Repricing/Cancellation and Regrant/Waiver of Restrictions............9
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                                TABLE OF CONTENTS

                                   (continued)

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    2.5   Options and Rights in Substitution for Stock Options Granted by
          Other Corporations..........................................................9
    2.6   Limits on 10% Holders.......................................................9
    2.7   Restrictions on Transfer....................................................9
3.  STOCK APPRECIATION RIGHTS (INCLUDING LIMITED STOCK APPRECIATION RIGHTS)...........9
    3.1   Grants......................................................................9
    3.2   Exercise of Stock Appreciation Rights......................................10
          3.2.1    Exercisability....................................................10
          3.2.2    Effect on Available Shares........................................10
          3.2.3    Stand-Alone SARs..................................................10
          3.2.4    Proportionate Reduction...........................................10
    3.3   Payment....................................................................10
          3.3.1    Amount............................................................10
          3.3.2    Form of Payment...................................................10
    3.4   Limited Stock Appreciation Rights..........................................11
4.  RESTRICTED STOCK AWARDS..........................................................11
    4.1   Grants.....................................................................11
    4.2   Restrictions...............................................................11
          4.2.1    Pre-Vesting Restraints............................................11
          4.2.2    Dividend and Voting Rights........................................11
          4.2.3    Cash Payments.....................................................12
    4.3   Return to the Company......................................................12
5.  PERFORMANCE SHARE AWARDS AND STOCK BONUSES.......................................12
    5.1   Grants of Performance Share Awards.........................................12
    5.2   Grants of Stock Bonuses....................................................12
    5.3   Deferred Payments..........................................................12
6.  OTHER PROVISIONS.................................................................13
    6.1   Rights of Eligible Persons, Participants and Beneficiaries.................13
          6.1.1    Employment Status.................................................13
          6.1.2    No Employment Contract............................................13
          6.1.3    Plan Not Funded...................................................13
          6.1.4    Charter Documents.................................................13
    6.2   Effects of Termination of Employment; Termination of Subsidiary Status;
          Discretionary Provisions...................................................14
          6.2.1    Dismissal for Cause...............................................14
          6.2.2    Resignation.......................................................14
          6.2.3    Layoff or Other Involuntary Termination...........................14
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          6.2.4    Death, Disability, or Retirement..................................14
          6.2.5    Events Not Deemed a Termination of Employment.....................15
          6.2.6    Effect of Change of Subsidiary Status.............................15
          6.2.7    Committee Discretion..............................................15
          6.2.8    Termination of Consulting or Affiliate Services...................15
    6.3   Adjustments; Acceleration..................................................16
          6.3.1    Adjustments.......................................................16
          6.3.2    Acceleration of Awards Upon Change in Control.....................16
          6.3.3    Possible Early Termination of Accelerated Awards..................17
          6.3.4    Possible Rescission of Acceleration...............................17
          6.3.5    Golden Parachute Limitations......................................17
    6.4   Compliance with Laws.......................................................18
          6.4.1    General...........................................................18
          6.4.2    Compliance with Securities Laws...................................18
          6.4.3    Required Consents and Legends.....................................19
    6.5   Tax Withholding............................................................19
          6.5.1    Tax Withholding...................................................19
    6.6   Plan Amendment, Termination and Suspension.................................20
          6.6.1    Board Authorization...............................................20
          6.6.2    Shareholder Approval..............................................20
          6.6.3    Amendments to Awards..............................................20
          6.6.4    Limitations on Amendments to Plan and Awards......................20
          6.6.5    Accounting Changes................................................21
    6.7   Privileges of Stock Ownership..............................................21
    6.8   Effective Date of the Plan.................................................21
    6.9   Term of the Plan...........................................................21
    6.10  Governing Law/Construction/Severability....................................21
          6.10.1   Choice of Law.....................................................21
          6.10.2   Severability......................................................21
    6.11  Captions...................................................................21
    6.12  Non-Exclusivity of Plan....................................................22
    6.13  No Restriction on Corporate Powers.........................................22
    6.14  Effect on Other Benefits...................................................22
7.  DEFINITIONS......................................................................22
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                              MIKRON INFRARED, INC.
                              AMENDED AND RESTATED
                          OMNIBUS STOCK INCENTIVE PLAN

1.    The Plan

1.1   Introduction, Purpose; Coordination.

      1.1.1 Introduction. The Board adopted the Company's Omnibus Stock
            Incentive Plan on May 3, 1999, subject to the approval of the
            Company's Shareholders. On August 20, 1999, the Company's
            shareholders ratified the Board's action and the Plan became
            effective on that date. This amendment and restatement of the Plan
            was adopted by the Board on March [ ], 2003 and will become
            effective on the date the Company's shareholders ratify such
            adoption.

      1.1.2 Purpose. The purpose of this Plan is to promote the success of the
            Company and the interests of its shareholders by attracting,
            motivating, retaining and rewarding certain officers, employees,
            directors and other eligible persons with awards and incentives for
            high levels of individual performance and improved financial
            performance of the Company. Capitalized terms used herein are
            defined in Section 7.

      1.1.3 Coordination. Subject to the provisions of Sections 6.6.3 and 6.6.4
            of this Plan, all options granted pursuant to this Plan prior to the
            Effective Date of the amendment and restatement hereof shall be
            governed from and after such Effective Date by the terms and
            conditions of this Plan as so amended and restated.

1.2   Administration and Authorization; Power and Procedure; Indemnification.

      1.2.1 Committee. Except as otherwise provided herein, the Plan shall be
            administered by the Committee. Notwithstanding anything to the
            contrary contained herein, the Board may, in its sole discretion, at
            any time and from time to time, grant Awards (including grants to
            members of the Board who are not employees of the Company) or
            administer the Plan, in which case the Board shall have all of the
            authority and responsibility granted to the Committee herein. To the
            extent any Award is made to an "officer" (as defined for purposes of
            Rule 16a-1(f) under the Exchange Act) or director of the Company,
            the Award shall be made by the full Board or a committee or
            subcommittee of the Board composed of at least two non-employee
            directors (as defined in Rule 16b-3 under the Exchange Act).

      1.2.2 Plan Awards; Interpretation; Powers of Committee. The Committee will
            have the authority, subject to the express provisions of this Plan
            and any express limitations on the delegated authority of the
            Committee, unless otherwise


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            provided in an Award Agreement to:

            (a)   determine eligibility and the particular Eligible Persons who
                  will receive Awards;

            (b)   grant Awards to Eligible Persons, determine the price at which
                  securities will be offered or awarded and the amount of
                  securities to be offered or awarded to any of such persons,
                  and determine the other specific terms and conditions of
                  Awards consistent with the express limits of this Plan,
                  establish the installments (if any) in which such Awards will
                  become exercisable or will vest, or determine that no delayed
                  exercisability or vesting is required, and establish the
                  events of termination or reversion of such Awards;

            (c)   approve the forms of Award Agreements, which need not be
                  identical either as to type of Award or among Participants;

            (d)   construe and interpret this Plan and any Award or other
                  agreements defining the rights and obligations of the Company
                  and Participants under this Plan, further define the terms
                  used in this Plan, and prescribe, amend and rescind rules and
                  regulations relating to the administration of this Plan;

            (e)   in its absolute discretion, subject to any required consent
                  under Section 6.6, (i) amend any outstanding Award or Award
                  Agreement in any respect, whether or not the rights of the
                  recipient of such Award are adversely affected, including,
                  without limitation, to accelerate the time or times at which
                  the Award becomes vested, unrestricted or may be exercised,
                  waive or amend any goals, restrictions or conditions set forth
                  in such Award Agreement, or impose new goals, restrictions and
                  conditions, or reflect a change in the recipient's
                  circumstances and (ii) determine whether, to what extent and
                  under what circumstances and method or methods (A) Awards may
                  be (1) settled in cash, shares of Common Stock, other
                  securities, other Awards or other property or (2) canceled,
                  forfeited or suspended, (B) shares of Common Stock, other
                  securities, other Awards or other property, and other amounts
                  payable with respect to an Award may be deferred either
                  automatically or at the election of the recipient thereof or
                  of the Committee and (C) Awards may be settled by the Company
                  or any of its designees, provided that the Committee may not
                  amend the terms of any outstanding Award without shareholder
                  approval, unless such amendment is a result of a recipient's
                  termination from employment due to retirement, death,
                  disability or a Change in Control Event;


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            (f)   accelerate or extend the exercisability or extend the term of
                  any or all outstanding Awards within the maximum ten-year term
                  of Awards under Section 1.6; and

            (g)   make all other determinations and take such other action as
                  contemplated by this Plan or as may be necessary or advisable
                  for the administration of this Plan and the effectuation of
                  its purposes.

      1.2.3 Binding Determinations. Any action taken by, or inaction of, the
            Company, any Subsidiary, the Board or the Committee relating or
            pursuant to this Plan will be within the absolute discretion of that
            entity or body and will be conclusive and binding upon all persons.
            Subject only to compliance with the express provisions hereof, the
            Board and Committee may act in their absolute discretion in matters
            within their authority related to this Plan.

      1.2.4 Reliance on Experts. In making any determination or in taking or not
            taking any action under this Plan, the Committee or the Board, as
            the case may be, may obtain and may rely upon the advice of experts,
            including employees of and professional advisors to the Company.

      1.2.5 Committee Action; Delegation. Actions of the Committee may be taken
            by the vote of a majority of its members. The Committee may allocate
            among its members and delegate to any person who is not a member of
            the Committee any of its administrative responsibilities. The
            Committee may delegate ministerial, non-discretionary functions to
            individuals who are officers or employees of the Company.

      1.2.6 No Liability. No director, officer or agent of the Company will be
            liable for any action, omission or decision under the Plan taken,
            made or omitted in good faith.

      1.2.7 Indemnification. No member of the Board or the Committee or any
            employee of the Company (each such person a "Covered Person") shall
            have any liability to any person (including any grantee) for any
            action taken or omitted to be taken or any determination made in
            good faith with respect to the Plan or any Award. Each Covered
            Person shall be indemnified and held harmless by the Company against
            and from any loss, cost, liability, or expense (including attorneys'
            fees) that may be imposed upon or incurred by such Covered Person in
            connection with or resulting from any action, suit or proceeding to
            which such Covered Person may be a party or in which such Covered
            Person may be involved by reason of any action taken or omitted to
            be taken under the Plan or any Award Agreement and against and from
            any and all amounts paid by such Covered Person, with the Company's
            approval, in settlement thereof, or paid by such Covered Person in
            satisfaction of any judgment in any such action, suit or proceeding
            against such Covered Person, provided that the Company shall have
            the right, at its own


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            expense, to assume and defend any such action, suit or proceeding
            and, once the Company gives notice of its intent to assume the
            defense, the Company shall have sole control over such defense with
            counsel of the Company's choice. The foregoing right of
            indemnification shall not be available to a Covered Person to the
            extent that a court of competent jurisdiction in a final judgment or
            other final adjudication, in either case, not subject to further
            appeal, determines that the acts or omissions of such Covered Person
            giving rise to the indemnification claim resulted from such Covered
            Person's bad faith, fraud or willful misconduct. The foregoing right
            of indemnification shall not be exclusive of any other rights of
            indemnification to which Covered Persons may be entitled under the
            Company's Restated Certificate of Incorporation or Bylaws, as a
            matter of law, or otherwise, or any other power that the Company may
            have to indemnify such persons or hold them harmless.

1.3   Participation. Awards may be granted by the Committee only to those
      persons that the Committee determines to be Eligible Persons. An Eligible
      Person who has been granted an Award may, if otherwise eligible, be
      granted additional Awards if the Committee so determines.

1.4   Shares Available for Awards; Share Limits.

      1.4.1 Shares Available. Subject to the provisions of Section 6.3, the
            capital stock that may be delivered under this Plan will be shares
            of the Company's authorized but unissued Common Stock and any of its
            shares of Common Stock held as treasury shares. The shares may be
            delivered for any lawful consideration.

      1.4.2 Share Limits. The maximum number of shares of Common Stock that may
            be delivered pursuant to Awards granted under this Plan will not
            exceed 978,000 shares (the "Share Limit"). The maximum number of
            shares subject to those Options and Stock Appreciation Rights that
            are granted during any calendar year to any one individual will be
            limited to 50,000 shares and the maximum individual limit on the
            number of shares in the aggregate subject to all Awards that during
            any calendar year are granted under this Plan to any one individual
            will be 50,000 shares. Each of the foregoing numerical limits will
            be subject to adjustment as contemplated by this Section 1.4 and
            Section 6.3.

      1.4.3 Share Reservation; Replenishment and Reissue of Unvested Awards. No
            Award may be granted under this Plan unless, on the date of grant,
            the sum of (a) the maximum number of shares of Common Stock issuable
            at any time pursuant to such Award, plus (b) the number of shares of
            Common Stock that have previously been issued pursuant to Awards
            granted under this Plan, other than reacquired shares available for
            reissue consistent with any applicable legal limitations, plus (c)
            the maximum number of shares of Common Stock that may


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            be issued at any time after such date of grant pursuant to Awards
            that are outstanding on such date, does not exceed the Share Limit.
            Shares of Common Stock that are subject to or underlie Awards that
            expire or for any reason are canceled or terminated, are forfeited,
            fail to vest, or for any other reason are not paid or delivered
            under this Plan, as well as reacquired shares, will again, except to
            the extent prohibited by law or the terms of this Plan, be available
            for subsequent Awards under this Plan. Shares of Common Stock issued
            pursuant to the terms hereof (including shares of Common Stock
            offset in satisfaction of applicable withholding taxes or the
            exercise price of an Award) shall reduce on a share-for-share basis
            the number of shares of Common Stock remaining available under this
            Plan. Except as limited by law, if an Award is or may be settled
            only in cash, such Award need not be counted against any of the
            limits under this Section 1.4.

1.5   Grant of Awards. Subject to the express provisions of this Plan, the
      Committee will determine the number of shares of Common Stock subject to
      each Award, the price (if any) to be paid for the shares or the Award and,
      in the case of performance share awards, in addition to matters addressed
      in Section 1.2.2, the specific objectives, goals and business criteria
      that further define the terms of the performance share award. Each Award
      will be evidenced by an Award Agreement signed by the Company and, if
      required by the Committee, by the Participant.

1.6   Award Period. Any Option, SAR, warrant or similar right shall expire and
      any other Award shall either vest or be forfeited not more than 10 years
      after the date of grant; provided, however, that any payment of cash or
      delivery of stock pursuant to an Award may be delayed until a future date
      if specifically authorized by the Committee in writing; provided further
      that each Award will be subject to earlier termination as provided in or
      pursuant to Sections 6.2 and 6.3 of this Plan.

1.7   Limitations on Exercise and Vesting of Awards.

      1.7.1 Provisions for Exercise. Unless the Committee otherwise expressly
            provides, no Award will be exercisable or will vest until at least
            six months after the initial Award Date, and once exercisable an
            Award will remain exercisable until the expiration or earlier
            termination of the Award.

      1.7.2 Procedure. Any exercisable Award will be deemed to be exercised when
            the Company receives written notice of such exercise from the
            Participant (on a form and in such manner as may be required by the
            Committee), together with any required payment made in accordance
            with Section 2.2.2 and Section 6.5 and any written statement
            required pursuant to Section 6.4 of this Plan.

      1.7.3 Fractional Shares/Minimum Issue. Fractional share interests will be
            disregarded, but may be accumulated. The Committee, however, may
            determine


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            in the case of Eligible Persons that cash, other securities, or
            other property will be paid or transferred in lieu of any fractional
            share interests. No fewer than 100 shares may be purchased on
            exercise of any Award at one time unless the number purchased is the
            total number at the time available for purchase under the Award.

1.8   No Transferability; Limited Exception to Transfer Restrictions.

      1.8.1 Limit On Exercise and Transfer. Unless otherwise expressly provided
            in (or pursuant to) this Section 1.8, by applicable law and by the
            Award Agreement, as the same may be amended:

            (a)   all Awards are non-transferable and will not be subject in any
                  manner to sale, transfer, anticipation, alienation,
                  assignment, pledge, encumbrance or charge;

            (b)   Awards will be exercised only by the Participant; and

            (c)   amounts payable or shares issuable pursuant to an Award will
                  be delivered only to (or for the account of) the Participant.

            In addition, the shares shall be subject to the restrictions in the
            applicable Award Agreement.

      1.8.2 Further Exceptions to Limits On Transfer. The exercise and transfer
            restrictions in Section 1.8.1 will not apply to:

            (a)   transfers to the Company;

            (b)   the designation of a beneficiary to receive benefits if the
                  Participant dies or, if the Participant has died, transfers to
                  or exercises by the Participant's beneficiary, or, in the
                  absence of a validly designated beneficiary, transfers by will
                  or the laws of descent and distribution;

            (c)   if the Participant has suffered a disability, permitted
                  transfers or exercises on behalf of the Participant by the
                  Participant's duly authorized legal representative.

            Notwithstanding anything else in this Section 1.8.2 to the contrary,
            Incentive Stock Options and Restricted Stock Awards will be subject
            to any and all transfer restrictions under the Code applicable to
            such awards.


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2.    Options.

2.1   Grants. One or more Options may be granted under this Plan to any Eligible
      Person. Each Option granted will be designated in the applicable Award
      Agreement, by the Committee, as either an Incentive Stock Option, subject
      to Section 2.3, or a Nonqualified Stock Option. To the extent required to
      satisfy applicable securities laws, no Option (except an Option granted to
      an officer or director of the Company) shall become vested at a rate of
      less than 20% per year over five years after the date the Option is
      granted.

2.2   Option Price.

      2.2.1 Pricing Limits. Subject to the following provisions of this Section
            2.2.1, the purchase price per share of the Common Stock covered by
            each Option will be determined by the Committee at the time of grant
            of the Award. In no case will such purchase price be less than 85%
            of Fair Market Value of the Common Stock on the date of grant. In
            the case of Incentive Stock Options, the exercise price shall not be
            less than 100% of the Fair Market Value of the Common Stock on the
            Date of Grant. In the case of an Option (incentive or nonqualified)
            granted to a Participant described in Section 2.6, the exercise
            price shall not be less than 110% of the Fair Market Value of the
            Common Stock on the date of grant.

      2.2.2 Payment Provisions. The purchase price of any shares of Common Stock
            purchased on exercise of an Option granted under this Plan will be
            paid in full at the time of each purchase in one or a combination of
            the following methods:

            (a)   in cash or by electronic funds transfer;

            (b)   by certified or cashier's check payable to the order of the
                  Company;

            (c)   by notice and third party payment in such manner as may be
                  authorized by the Committee;

            (d)   subject to the proviso below, by the delivery of shares of
                  Common Stock already owned by the Participant, provided the
                  Committee may in its absolute discretion limit the
                  Participant's ability to exercise an Option by delivering
                  previously owned shares, and any shares of Common Stock
                  delivered that were initially acquired from the Company upon
                  exercise of a stock option must have been owned by the
                  Participant at least six (6) months as of the date of
                  delivery; or

            (e)   if authorized by the Committee or specified in the applicable
                  Award Agreement, by a promissory note of the Participant
                  consistent with the requirements of Section 2.2.3.


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            Shares of Common Stock used to satisfy the exercise price of an
            Option will be valued at their Fair Market Value on the date of
            exercise. The Company will not be obligated to deliver certificates
            for the shares unless and until it receives full payment of the
            exercise price therefor, and all related withholding obligations
            under Section 6.5 and other conditions to exercise have been
            satisfied.

      2.2.3 Acceptance of Notes to Finance Exercise. The Company may, with the
            Committee's approval in each specific case, accept one or more notes
            from any Eligible Person in connection with the exercise or receipt
            of any outstanding Award; provided that any such note shall be
            subject to the following terms and conditions:

            (a)   The principal of the note shall not exceed the amount required
                  to be paid to the Company upon the exercise or receipt of one
                  or more Awards under the Plan and the note shall be delivered
                  directly to the Company in consideration of such exercise or
                  receipt.

            (b)   The initial term of the note shall be determined by the
                  Committee; provided that the term of the note, including
                  extensions, shall not exceed a period of five years.

            (c)   The note shall provide for full recourse to the Participant
                  and shall bear interest at a rate determined by the Committee
                  but not less than the interest rate necessary to avoid the
                  imputation of interest under the Code.

            (d)   If the employment of the Participant terminates, the unpaid
                  principal balance of the note shall become due and payable on
                  the 10th business day after such termination; provided,
                  however, that if a sale of such shares would cause such
                  Participant to incur liability under Section 16(b) of the
                  Exchange Act, the unpaid balance shall become due and payable
                  on the 10th business day after the first day on which a sale
                  of such shares could have been made without incurring such
                  liability assuming for these purposes that there are no other
                  transactions (or deemed transactions in securities of this
                  Company) by the Participant subsequent to such termination.

            (e)   If required by the Committee or by applicable law, the note
                  shall be secured by a pledge of any shares or rights financed
                  thereby in compliance with applicable law.

            (f)   The terms, repayment provisions, and collateral release
                  provisions of the note and the pledge securing the note shall
                  conform with applicable rules


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                  and regulations, including those of the Federal Reserve Board
                  and under the New Jersey Business Corporation Act, as then in
                  effect.

2.3   Limitations on Grant and Terms of Incentive Stock Options.

      2.3.1 $100,000 Limit. To the extent that the aggregate "Fair Market Value"
            of stock with respect to which incentive stock options first become
            exercisable by a Participant in any calendar year exceeds $100,000,
            taking into account both Common Stock subject to Incentive Stock
            Options under this Plan and stock subject to incentive stock options
            under all other plans of the Company or any parent corporation, such
            options will be treated as Nonqualified Stock Options. For this
            purpose, the "Fair Market Value" of the stock subject to options
            will be determined as of the date the options were awarded. In
            reducing the number of options treated as incentive stock options to
            meet the $100,000 limit, the most recently granted options will be
            reduced first. To the extent a reduction of simultaneously granted
            options is necessary to meet the $100,000 limit, the Committee may,
            in the manner and to the extent permitted by law, designate which
            shares of Common Stock are to be treated as shares acquired pursuant
            to the exercise of an Incentive Stock Option.

      2.3.2 Other Code Limits. Incentive Stock Options may only be granted to
            employees of the Company or a Subsidiary that satisfies the other
            eligibility requirements of the Code. There will be imposed in any
            Award Agreement relating to Incentive Stock Options such other terms
            and conditions as from time to time are required in order that the
            Option be an "incentive stock option" as that term is defined in
            Section 422 of the Code.

      2.3.3 ISO Notice of Sale Requirement. Any Participant who exercises an
            Incentive Stock Option shall give prompt written notice to the
            Company of any sale or other transfer of the shares of Common Stock
            acquired within one year after the exercise date or two years after
            the Award Date.

2.4   Option Repricing/Cancellation and Regrant/Waiver of Restrictions. Subject
      to Section 1.4 and Section 6.6 and the specific limitations on Awards
      contained in this Plan, the Committee from time to time may authorize,
      generally or in specific cases only, for the benefit of any Eligible
      Person any adjustment in the exercise or purchase price, the vesting
      schedule, the number of shares subject to, or the restrictions upon or the
      term of, an Award granted under this Plan by cancellation of an
      outstanding Option and a subsequent regranting of the Option, by
      amendment, by substitution of an outstanding Award, by waiver or by other
      legally valid means. Such amendment or other action may result among other
      changes in an exercise or purchase price that is higher or lower than the
      exercise or purchase price of the original or prior Award, provide for a
      greater or lesser number of shares of Common Stock subject to the Award,
      or provide for a longer


                                      -9-
<PAGE>

      or shorter vesting or exercise period.

2.5   Options and Rights in Substitution for Stock Options Granted by Other
      Corporations. Options and Stock Appreciation Rights may be granted to
      Eligible Persons under this Plan in substitution for employee stock
      options granted by other entities, in connection with a distribution,
      merger or reorganization by or with the granting entity or an affiliated
      entity, or the acquisition by the Company, directly or indirectly, of all
      or a substantial part of the stock or assets of the employing entity.

2.6   Limits on 10% Holders. No Option may be granted to any person who, at the
      time the Option is granted, owns (or is deemed to own under Section 424(d)
      of the Code) shares of outstanding stock of the Company (or a parent or
      subsidiary of the Company) possessing more than 10% of the total combined
      voting power of all classes of stock of the Company (or a parent or
      subsidiary of the Company), unless the exercise price of such Option is at
      least 110% of the Fair Market Value of the stock subject to the Option
      and, in the case of an Incentive Stock Option grated to such a person,
      such Option by its terms is not exercisable after the expiration of five
      years from the date such Option is granted.

2.7   Restrictions on Transfer. Any Shares issued upon exercise of an Option
      shall be subject to such rights of repurchase, rights of first refusal and
      other transfer restrictions as the Committee may determine. Such
      restrictions shall apply in addition to any restrictions that may apply to
      holders of Shares generally and shall also comply to the extent necessary
      with applicable law.

3.    Stock Appreciation Rights (Including Limited Stock Appreciation Rights).

3.1   Grants. The Committee may grant to any Eligible Person Stock Appreciation
      Rights either concurrently with the grant of another Award or in respect
      of an outstanding Award, in whole or in part, or independently of any
      other Award. Any Stock Appreciation Right granted in connection with an
      Incentive Stock Option will contain such terms as may be required to
      comply with the provisions of Section 422 of the Code and the regulations
      promulgated thereunder, unless the holder otherwise agrees.

3.2   Exercise of Stock Appreciation Rights.

      3.2.1 Exercisability. Unless the Award Agreement or the Committee
            otherwise provides, a Stock Appreciation Right related to another
            Award will be exercisable at such time or times, and to the extent,
            that the related Award will be exercisable.

      3.2.2 Effect on Available Shares. To the extent that a Stock Appreciation
            Right is exercised, only the actual number of delivered shares of
            Common Stock will be charged against the maximum amount of Common
            Stock that may be delivered pursuant to Awards under this Plan. The
            number of shares subject to the Stock


                                      -10-
<PAGE>

            Appreciation Right and the related Option of the Participant will,
            however, be reduced by the number of underlying shares as to which
            the exercise related, unless the Award Agreement otherwise provides.

      3.2.3 Stand-Alone SARs. A Stock Appreciation Right granted independently
            of any other Award will be exercisable pursuant to the terms of the
            Award Agreement but in no event earlier than six months after the
            Award Date, except in the case of death or Total Disability.

      3.2.4 Proportionate Reduction. If an SAR extends to less than all the
            shares covered by the related Award and if a portion of the related
            Award is thereafter exercised, the number of shares subject to the
            unexercised SAR shall be reduced only if and to the extent that the
            remaining number of shares covered by such related Award is less
            than the remaining number of shares subject to such SAR.

3.3   Payment.

      3.3.1 Amount. Unless the Committee otherwise provides, upon exercise of a
            Stock Appreciation Right and the attendant surrender of an
            exercisable portion of any related Award, the Participant will be
            entitled to receive, subject to Section 6.5, payment of an amount
            determined by multiplying:

            (a)   the difference (which shall not be less than zero) obtained by
                  subtracting the exercise price per share of Common Stock under
                  the related Award (if applicable) or the initial share value
                  specified in the Award from the Fair Market Value of a share
                  of Common Stock on the date of exercise of the Stock
                  Appreciation Right, by

            (b)   the number of shares with respect to which the Stock
                  Appreciation Right has been exercised.

      3.3.2 Form of Payment. The Committee, in its sole discretion, will
            determine the form in which payment will be made of the amount
            determined under Section 3.3.1 above, either solely in cash, solely
            in shares of Common Stock (valued at Fair Market Value on the date
            of exercise of the Stock Appreciation Right), or partly in such
            shares and partly in cash, but the Committee will have determined
            that such exercise and payment are consistent with applicable law.
            If the Committee permits the Participant to elect to receive cash or
            shares (or a combination thereof) on such exercise, any such
            election will be subject to such conditions as the Committee may
            impose.

3.4   Limited Stock Appreciation Rights. The Committee may grant to any Eligible
      Person Stock Appreciation Rights exercisable only upon or in respect of a
      change in control or any other specified event ("Limited SARs") and such
      Limited SARs may relate to or


                                      -11-
<PAGE>

      operate in tandem or combination with, or substitution for, Options, other
      SARs or other Awards (or any combination thereof), and may be payable in
      cash or shares based on the spread between the base price of the SAR and a
      price based upon or equal to the Fair Market Value of the Common Stock
      during a specified period or at a specified time within a specified period
      before, after or including the date of such event.

4.    Restricted Stock Awards.

4.1   Grants. The Committee may grant one or more Restricted Stock Awards to any
      Eligible Person. Each Restricted Stock Award Agreement will specify the
      number of shares of Common Stock to be issued to the Participant, the date
      of such issuance, the consideration for such shares (but not less than the
      minimum lawful consideration under applicable state law) to be paid by the
      Participant, the extent (if any) to which and the time (if ever) at which
      the Participant will be entitled to dividends, voting and other rights in
      respect of the shares prior to vesting, and the restrictions (which may be
      based on performance criteria, passage of time or other factors or any
      combination thereof) imposed on such shares and the conditions of release
      or lapse of such restrictions. Such restrictions will not lapse earlier
      than six months after the Award Date, except to the extent the Committee
      may otherwise provide. Stock certificates evidencing shares of Restricted
      Stock pending the lapse of the restrictions ("Restricted Shares") will
      bear a legend making appropriate reference to the restrictions imposed
      hereunder and will be held by the Company or by a third party designated
      by the Committee until the restrictions on such shares have lapsed and the
      shares have vested in accordance with the provisions of the Award and
      Section 1.7. Upon issuance of the Restricted Stock Award, the Participant
      may be required to provide such further assurances and documents as the
      Committee may require to enforce the restrictions.

4.2   Restrictions.

      4.2.1 Pre-Vesting Restraints. Except as provided in Sections 4.1 and 1.8,
            restricted shares comprising any Restricted Stock Award may not be
            sold, assigned, transferred, pledged or otherwise disposed of or
            encumbered, either voluntarily or involuntarily, until the
            restrictions on such shares have lapsed and the shares have become
            vested.

      4.2.2 Dividend and Voting Rights. Unless otherwise provided in the
            applicable Award Agreement, a Participant receiving a Restricted
            Stock Award will be entitled to cash dividend and voting rights for
            all shares issued even though they are not vested, but such rights
            will terminate immediately as to any Restricted Shares which cease
            to be eligible for vesting.

      4.2.3 Cash Payments. If the Participant has paid or received cash
            (including any dividends) in connection with the Restricted Stock
            Award, the Award Agreement will specify whether and to what extent
            such cash will be returned (with or


                                      -12-
<PAGE>

            without an earnings factor) as to any restricted shares that cease
            to be eligible for vesting.

4.3   Return to the Company. Unless the Committee otherwise expressly provides,
      Restricted Shares that remain subject to restrictions at the time of
      termination of employment, or are subject to other conditions to vesting
      that have not been satisfied by the time specified in the applicable Award
      Agreement, will not vest and will be returned to the Company in such
      manner and on such terms as the Committee provides.

5.    Performance Share Awards and Stock Bonuses.

5.1   Grants of Performance Share Awards. The Committee may grant Performance
      Share Awards to Eligible Employees based upon such factors as the
      Committee deems relevant in light of the specific type and terms of the
      award. An Award Agreement will specify the maximum number of shares of
      Common Stock (if any) subject to the Performance Share Award, the
      consideration (but not less than the minimum lawful consideration) to be
      paid for any such shares as may be issuable to the Participant, the
      duration of the Award and the conditions upon which delivery of any shares
      or cash to the Participant will be based. The amount of cash or shares or
      other property that may be deliverable pursuant to such Award will be
      based upon the degree of attainment over a specified period of not more
      than 10 years (a "performance cycle") as may be established by the
      Committee of such measure(s) of the performance of the Company (or any
      part thereof) or the Participant as may be established by the Committee.
      The Committee may provide for full or partial credit, prior to completion
      of such performance cycle or the attainment of the performance achievement
      specified in the Award, in the event of the Participant's death,
      Retirement, or Total Disability, a Change in Control Event or in such
      other circumstances as the Committee may determine.

5.2   Grants of Stock Bonuses. The Committee may grant a Stock Bonus to any
      Eligible Person to reward exceptional or special services, contributions
      or achievements in the manner and on such terms and conditions (including
      any restrictions on such shares) as determined from time to time by the
      Committee. The number of shares so awarded will be determined by the
      Committee. The Award may be granted independently or in lieu of a cash
      bonus.

5.3   Deferred Payments. The Committee may authorize for the benefit of any
      Eligible Person the deferral of any payment of cash or shares that may
      become due or of cash otherwise payable under this Plan, and provide for
      accredited benefits thereon based upon such deferment, at the election or
      at the request of such Participant, subject to the other terms of this
      Plan. Such deferral will be subject to such further conditions,
      restrictions or requirements as the Committee may impose, subject to any
      then vested rights of Participants.


                                      -13-
<PAGE>

6.    Other Provisions.

6.1   Rights of Eligible Persons, Participants and Beneficiaries.

      6.1.1 Employment Status. Status as an Eligible Person will not be
            construed as a commitment that any Award will be granted under this
            Plan to an Eligible Person or to Eligible Persons generally.

      6.1.2 No Employment Contract. Nothing contained in this Plan (or in any
            other documents under this Plan or in any Award) shall confer upon
            any Eligible Person or Participant any right to continue in the
            employ or other service of the Company, constitute any contract or
            agreement of employment or other service or affect an employee's
            status as an employee at will, nor shall interfere in any way with
            the right of the Company to change such person's compensation or
            other benefits, or to terminate his or her employment or other
            service, with or without cause. Nothing in this Section 6.1.2,
            however, is intended to adversely affect any express independent
            right of such person under a separate employment or service contract
            other than an Award Agreement.

      6.1.3 Plan Not Funded. Awards payable under this Plan will be payable in
            shares of Common Stock or from the general assets of the Company,
            and (except as provided in Section 1.4.3) no special or separate
            reserve, fund or deposit will be made to assure payment of such
            Awards. No Participant, Beneficiary or other person will have any
            right, title or interest in any fund or in any specific asset
            (including shares of Common Stock) of the Company by reason of any
            Award hereunder. Neither the provisions of this Plan (or of any
            related documents), nor the creation or adoption of this Plan, nor
            any action taken pursuant to the provisions of this Plan will
            create, or be construed to create, a trust of any kind or a
            fiduciary relationship between the Company and any Participant,
            Beneficiary or other person. To the extent that a Participant,
            Beneficiary or other person acquires a right to receive payment
            pursuant to any Award hereunder, such right will be no greater than
            the right of any unsecured general creditor of the Company.

      6.1.4 Charter Documents. The Certificate of Incorporation and By-Laws of
            the Company, as either of them may lawfully be amended from time to
            time, may provide for additional restrictions and limitations with
            respect to the Common Stock (including additional restrictions and
            limitations on the voting or transfer of Common Stock) or
            priorities, rights and preferences as to securities and interests
            prior in rights to the Common Stock. To the extent that these
            restrictions and limitations are greater than those set forth in
            this Plan or any Award Agreement, such restrictions and limitations
            shall apply to any shares of Common Stock acquired pursuant to the
            exercise of Awards and are incorporated herein by this


                                      -14-
<PAGE>

            reference.

6.2   Effects of Termination of Employment; Termination of Subsidiary Status;
      Discretionary Provisions.

      6.2.1 Dismissal for Cause. Unless otherwise provided in the Award
            Agreement and subject to earlier termination pursuant to or as
            contemplated by Section 1.6 or 6.3, if a Participant is terminated
            by the Company for Cause, his or her Option will terminate on the
            Severance Date, whether or not then vested and/or exercisable.

      6.2.2 Resignation. Unless otherwise provided in the Award Agreement
            (consistent with applicable securities laws) and subject to earlier
            termination pursuant to or as contemplated by Section 1.6 or 6.3, if
            a Participant resigns (other than because of a Total Disability or
            Retirement):

            (a)   the Participant will have until the date that is 60 days after
                  the Severance Date to exercise his or her Option (or portion
                  thereof) to the extent that it was vested on the Severance
                  Date;

            (b)   the Option, to the extent not vested on the Severance Date,
                  shall terminate on the Severance Date; and

            (c)   the Option, to the extent not exercised, shall terminate at
                  the close of business on the last day of the 60-day period.

      6.2.3 Layoff or Other Involuntary Termination. Unless otherwise provided
            in the Award Agreement (consistent with applicable securities laws)
            and subject to earlier termination pursuant to or as contemplated by
            Section 1.6 or 6.3, if a Participant is laid off or otherwise
            terminated at the will of the Company (other than in circumstances
            constituting a termination because of Total Disability, Retirement,
            or a termination by the Company for Cause):

            (a)   the Participant will have until the date which is three (3)
                  months after the Severance Date to exercise his or her Option
                  (or portion thereof) to the extent that it was vested on the
                  Severance Date;

            (b)   the Option, to the extent not vested on the Severance Date,
                  shall terminate on the Severance Date; and

            (c)   the Option, to the extent not exercised, shall terminate at
                  the close of business on the last day of the 3-month period.

      6.2.4 Death, Disability, or Retirement. Unless otherwise provided in the
            Award Agreement (consistent with applicable securities laws) and
            subject to earlier


                                      -15-
<PAGE>

            termination pursuant to or as contemplated by Section 1.6 or 6.3, if
            a Participant's employment by the Company terminates as a result of
            Total Disability or death, or the Participant's Retirement:

            (a)   the Participant (or his or her Personal Representative or
                  Beneficiary, in the case of the Participant's Total Disability
                  or death, respectively), will have until the date that is 12
                  months after the Severance Date to exercise the Participant's
                  Option (or portion thereof) to the extent that it was vested
                  on the Severance Date;

            (b)   the Option, to the extent not vested on the Severance Date,
                  shall terminate on the Severance Date; and

            (c)   the Option, to the extent not exercised, shall terminate at
                  the close of business on the last day of the 12-month period.

      6.2.5 Events Not Deemed a Termination of Employment. Unless Company policy
            or the Committee otherwise provides, a Participant's employment
            relationship with the Company shall not be considered terminated
            solely due to any sick leave, military leave, or any other leave of
            absence, authorized by the Company or the Committee. Any Award held
            by any Eligible Person on approved leave of absence shall continue
            to vest, unless the Committee or Company otherwise provides in
            connection with the Award, the particular leave or by Company
            policy. In no event shall an Option be exercised after the
            expiration of the term set forth in the Award Agreement or the
            termination of the Option in accordance with Section 6.3.

      6.2.6 Effect of Change of Subsidiary Status. For purposes of this Plan and
            any Award hereunder, if an entity ceases to be a Subsidiary, a
            termination of employment will be deemed to have occurred with
            respect to each Eligible Person in respect of such Subsidiary who
            does not continue as an Eligible Person in respect of another entity
            within the Company.

      6.2.7 Committee Discretion. Notwithstanding the foregoing provisions of
            this Section 6.2, in the event of, or in anticipation of, a
            termination of employment with the Company for any reason, other
            than a discharge for Cause, the Committee may increase the portion
            of the Participant's Option available to the Participant, or
            Participant's Beneficiary or Personal Representative, as the case
            may be, or, subject to the provisions of Sections 1.6 and 6.3,
            extend the exercisability period upon such terms as the Committee
            determines and expressly sets forth in or by amendment to the Award
            Agreement.

      6.2.8 Termination of Consulting or Affiliate Services. If the Participant
            is not an Eligible Employee or a director of the Company, and
            provides services as an


                                      -16-
<PAGE>

            Other Eligible Person, the Committee shall be the sole judge of
            whether the Participant continues to render services to the Company,
            unless a contract or the Award otherwise provides. If in these
            circumstances the Committee notifies the Participant in writing that
            a termination of services of the Participant for purposes of this
            Plan has occurred, then (unless the contract or Award otherwise
            expressly provides), the Participant's termination of services for
            purposes of this Plan shall be the date which is 10 days after the
            Committee's mailing of the notice or, in the case of a termination
            for Cause, the date of the mailing of the notice.

6.3   Adjustments; Acceleration.

      6.3.1 Adjustments. Upon or in contemplation of any reclassification,
            recapitalization, stock split (including a stock split in the form
            of a stock dividend) or reverse stock split; any merger,
            combination, consolidation or other reorganization; any split-up;
            spin-off, or similar extraordinary dividend distribution
            ("spin-off") in respect of the Common Stock (whether in the form of
            securities or property); any exchange of Common Stock or other
            securities of the Company, or any similar, unusual or extraordinary
            corporate transaction in respect of the Common Stock; or a sale of
            substantially all the assets of the Company as an entirety ("asset
            sale"); then the Committee shall, in such manner, to such extent (if
            any) and at such time as it deems appropriate and equitable in the
            circumstances:

            (a)   in any of such events, proportionately adjust any or all of
                  (1) the number of shares of Common Stock or the number and
                  type of other securities that thereafter may be made the
                  subject of Awards (including the specific maxima and numbers
                  of shares set forth elsewhere in this Plan), (2) the number,
                  amount and type of shares of Common Stock (or other securities
                  or property) subject to any or all outstanding Awards, (3) the
                  grant, purchase, or exercise price of any or all outstanding
                  Awards, (4) the securities, cash or other property deliverable
                  upon exercise of any outstanding Awards, or (5) the
                  performance standards appropriate to any outstanding Awards,
                  or

            (b)   in the case of a reclassification, recapitalization, merger,
                  consolidation, combination, or other reorganization, spin-off
                  or asset sale, make provision for a cash payment or for the
                  substitution or exchange of any or all outstanding Awards or
                  the cash, securities or property deliverable to the holder of
                  any or all outstanding Awards based upon the distribution or
                  consideration payable to holders of the Common Stock upon or
                  in respect of such event.


                                      -17-
<PAGE>

            In this context, the Committee may not make adjustments that would
            disqualify Options as Incentive Stock Options without the written
            consent of holders of Incentive Stock Options materially adversely
            affected thereby.

            In any of such events, the Committee may take such action prior to
            such event to the extent that the Committee deems the action
            necessary to permit the Participant to realize the benefits intended
            to be conveyed with respect to the underlying shares in the same
            manner as is or will be available to shareholders generally.

      6.3.2 Acceleration of Awards Upon Change in Control. Subject to Section
            6.3.5, immediately prior to the occurrence of a Change in Control
            Event:

            (a)   each Option and Stock Appreciation Right shall automatically
                  accelerate and shall become immediately vested and
                  exercisable,

            (b)   all issued and outstanding shares of Restricted Stock shall
                  immediately vest free of restrictions, and

            (c)   each Performance Share Award shall become immediately payable
                  to the Participant.

            However, an outstanding Option of Stock Appreciation Right shall not
            become exercisable on such an accelerated basis, any outstanding
            shares of Restricted Stock shall not immediately vest free of
            restrictions and any Performance Share Award shall not become
            immediately payable to the Participant, if and to the extent: (i)
            such Award is to be assumed by the successor corporation (or parent
            thereof) or is otherwise to continue in full force and effect after
            the occurrence of the Change in Control Event or (ii) such Award is
            to be replaced with a cash incentive program of the successor
            corporation which preserves the spread existing at the time of the
            Change in Control Event on any shares underlying the Award which are
            not otherwise at that time exercisable or issuable and which
            provides for subsequent payout of that spread no later than the same
            exercise/vesting schedule applicable to the Award or (iii) the
            acceleration of such Award is subject to other limitations imposed
            by the Committee at the time of the grant thereof. Any acceleration
            of Awards will comply with applicable legal requirements and, if
            necessary to accomplish the purposes of the acceleration or if the
            circumstances otherwise require, may be deemed by the Committee to
            occur (subject to Sections 6.3.4 and 6.3.5) not greater than 30 days
            before or only upon the consummation of the event.

      6.3.3 Possible Early Termination of Accelerated Awards. If any Option or
            other right to acquire Common Stock under this Plan has been fully
            accelerated as


                                      -18-
<PAGE>

            permitted by Section 6.3.2 but is not exercised in connection with
            or prior to (a) a dissolution of the Company, (b) an event described
            in Section 6.3.1 that the Company does not survive, or (c) the
            consummation of a Change in Control Event approved by the Board, the
            Option or right shall terminate if the Board or the Committee has
            expressly provided through a plan of reorganization or otherwise for
            the substitution, assumption, exchange or other settlement of the
            Award. If the exercisability of an Award has been timely accelerated
            in any of the circumstances in (a) through (c) above but the Award
            is not exercised and no provision has been made for a substitution,
            assumption, exchange or other settlement, the Award shall terminate
            upon the occurrence of the event.

      6.3.4 Possible Rescission of Acceleration. If the vesting of an Option has
            been accelerated in anticipation of an event and the Committee or
            the Board later determines that the event will not occur, the
            Committee may rescind the effect of the acceleration as to any then
            outstanding and unexercised or otherwise unvested Options.

      6.3.5 Golden Parachute Limitations. Unless otherwise specified in an Award
            Agreement or otherwise authorized by the Board in the specific case,
            no Award will be accelerated under this Plan to an extent or in a
            manner that would not be fully deductible by the Company for federal
            income tax purposes because of Section 280G of the Code, nor will
            any payment hereunder be accelerated if any portion of such
            accelerated payment would not be deductible by the Company because
            of Section 280G of the Code. If a holder would be entitled to
            benefits or payments hereunder and under any other plan or program
            that would constitute "parachute payments" as defined in Section
            280G of the Code, then the holder may by written notice to the
            Company designate the order in which such parachute payments will be
            reduced or modified so that the Company is not denied any federal
            income tax deductions for any "parachute payments" because of
            Section 280G of the Code.

6.4   Compliance with Laws.

      6.4.1 General. This Plan, the granting and vesting of Awards under this
            Plan and the offer, issuance and delivery of shares of Common Stock,
            the acceptance of promissory notes and/or the payment of money under
            this Plan or under Awards are subject to compliance with all
            applicable federal and state laws, rules and regulations (including
            but not limited to state and federal securities laws, and federal
            margin requirements) and to such approvals by any listing,
            regulatory or governmental authority as may, in the opinion of
            counsel for the Company, be necessary or advisable in connection
            therewith. In addition, any securities delivered under this Plan may
            be subject to any special restrictions that the Committee may
            require to preserve a pooling of interests under generally


                                      -19-
<PAGE>

            accepted accounting principles. The person acquiring any securities
            under this Plan will, if requested by the Company, provide such
            assurances and representations to the Company as the Committee may
            deem necessary or desirable to assure compliance with all applicable
            legal and accounting requirements. The Company shall deliver
            annually to Participants such financial statements of the Company as
            are required to satisfy applicable securities laws.

      6.4.2 Compliance with Securities Laws. No Participant shall sell, pledge
            or otherwise transfer shares of Common Stock acquired pursuant to an
            Award or any interest in such shares except in accordance with the
            express terms of this Plan and the applicable Award Agreement. Any
            attempted transfer in violation of this Section 6.4 shall be void
            and of no effect. Without in any way limiting the provisions set
            forth above, no Participant shall make any disposition of all or any
            portion of shares of Common Stock acquired or to be acquired
            pursuant to an Award, except in compliance with all applicable
            federal and state securities laws and unless and until:

            (a)   there is then in effect a registration statement under the
                  Securities Act covering such proposed disposition and such
                  disposition is made in accordance with such registration
                  statement; or

            (b)   such disposition is made in accordance with Rule 144 under the
                  Securities Act; or

            (c)   such Participant notifies the Company of the proposed
                  disposition and furnishes the Company with a statement of the
                  circumstances surrounding the proposed disposition, and, if
                  requested by the Company, furnishes to the Company an opinion
                  of counsel acceptable to the Company's counsel, that such
                  disposition will not require registration under the Securities
                  Act and will be in compliance with all applicable state
                  securities laws.

            Notwithstanding anything else herein to the contrary, the Company
            has no obligation to register the Common Stock or file any
            registration statement under either federal or state securities
            laws, nor does the Company make any representation concerning the
            likelihood of a public offering of the Common Stock or any other
            securities of the Company.

      6.4.3 Required Consents and Legends. If the Committee shall at any time
            determine that any Consent is necessary or desirable as a condition
            of, or in connection with, the granting of any Award, the delivery
            of shares of Common Stock or the delivery of any cash, securities or
            other property under the Plan, or the taking of any other action
            thereunder (each such action being hereinafter referred to as a


                                      -20-
<PAGE>

            "Plan Action"), then such Plan Action shall not be taken, in whole
            or in part, unless and until such Consent shall have been effected
            or obtained to the full satisfaction of the Committee. The Committee
            may direct that any Certificate evidencing shares delivered pursuant
            to the Plan shall bear a legend setting forth such restrictions on
            transferability as the Committee may determine to be necessary or
            desirable, and may advise the transfer agent to place a stop
            transfer order against any legended shares.

6.5   Tax Withholding.

      6.5.1 Tax Withholding. Upon any exercise, vesting, or payment of any
            Option or upon the disposition of shares of Common Stock acquired
            pursuant to the exercise of an Incentive Stock Option prior to
            satisfaction of the holding period requirements of Section 422 of
            the Code, the Company shall have the right at its option to:

            (a)   require the Participant (or Personal Representative or
                  Beneficiary, as the case may be) to pay or provide for payment
                  of the amount of any taxes which the Company may be required
                  to withhold with respect to such Option event or payment;

            (b)   deduct from any amount payable in cash the amount of any taxes
                  which the Company may be required to withhold with respect to
                  such cash payment; or

            (c)   reduce the number of shares of Common Stock to be delivered by
                  (or otherwise reacquire) the appropriate number of shares of
                  Common Stock, valued at their then Fair Market Value, to
                  satisfy such withholding obligation.

            The Committee may in its sole discretion (subject to Section 6.4)
            grant (either at the time of grant of the Award or thereafter) to
            the Participant the right to elect, pursuant to such rules and
            subject to such conditions as the Committee may establish, to have
            the Company utilize the withholding offset under clause (c) above.

            In no event will the vale of shares withheld under (c) above exceed
            the minimum amount of required withholding under applicable law.


                                      -21-
<PAGE>

      6.5.2 Tax Loans. If so provided in the Award Agreement or otherwise
            authorized by the Committee, the Company may, to the extent
            permitted by law, authorize a loan to an Eligible Person in the
            amount of any taxes that the Company may be required to withhold
            with respect to shares of Common Stock received (or disposed of, as
            the case may be) pursuant to a transaction described in Section
            6.5.1. Such a loan will be for a term not greater than nine months
            and at a rate of interest and pursuant to such other terms and
            conditions as the Company, under applicable law, may establish. Such
            a loan need not otherwise comply with the provisions of Section
            2.2.3.

6.6   Plan Amendment, Termination and Suspension.

      6.6.1 Board Authorization. The Board may, at any time, terminate or, from
            time to time, amend, modify, restate and/or suspend this Plan, in
            whole or in part. No Awards may be granted during any suspension of
            this Plan or after termination of this Plan, but the Committee will
            retain jurisdiction as to Awards then outstanding in accordance with
            the terms of this Plan.

      6.6.2 Shareholder Approval. Any amendment to this Plan shall be subject to
            shareholder approval to the extent then required under Section 422
            or 424 of the Code or any other applicable law, or deemed necessary
            or advisable by the Board.

      6.6.3 Amendments to Awards. Without limiting any other express authority
            of the Committee under but subject to the express limits of this
            Plan, the Committee by agreement or resolution (a) may waive
            conditions of or limitations on Awards to Eligible Persons that the
            Committee in the prior exercise of its discretion has imposed,
            without the consent of a Participant, and (b) may make other changes
            to the terms and conditions of Awards that do not affect in any
            manner materially adverse to the Participant, the Participant's
            rights and benefits under an Award, provided that changes
            contemplated by Section 6.3 or Section 6.6.5 will not be deemed to
            constitute changes or amendments for purposes of this Section 6.6.

      6.6.4 Limitations on Amendments to Plan and Awards. No amendment,
            suspension or termination of this Plan or change of or affecting any
            outstanding Award will, without written consent of the Participant,
            affect in any manner materially adverse to the Participant any
            rights or benefits of the Participant or obligations of the Company
            under any Award granted under this Plan prior to the effective date
            of such change. Changes contemplated by Section 6.3 or Section 6.6.5
            will not be deemed to constitute changes or amendments for purposes
            of this Section 6.6.

      6.6.5 Accounting Changes. Notwithstanding the foregoing provisions of this
            Section 6.6.3 or Section 6.6.4, if the accounting treatment under
            generally accepted


                                      -22-
<PAGE>

            accounting principles of any Options granted hereunder would be
            materially more adverse to the Company than anticipated at the time
            of approval of this Plan or the Options (including, without
            limitation, if any Option(s) would render pooling accounting
            unavailable to the Company with respect to any transaction that
            would, in the absence of such Option(s), be accounted for as a
            pooling of interests transaction) because of a change in those
            principles or the interpretation or application thereof by the
            Company's independent accountants, the Committee may, in the
            exercise of its discretion and without the consent of the
            Participant, amend the terms of such Options to the extent the
            Committee deems necessary to eliminate such effect.

6.7   Privileges of Stock Ownership. Except as otherwise expressly authorized by
      the Committee or this Plan, a Participant will not be entitled to any
      privilege of stock ownership as to any shares of Common Stock not actually
      delivered to and held of record by the Participant. No adjustment will be
      made for dividends or other rights as a shareholder for which a record
      date is prior to such date of delivery.

6.8   Effective Date of the Plan. This Amended and Restated Omnibus Stock
      Incentive Plan shall become effective on the date of its approval by the
      Company's shareholders (the Effective Date").

6.9   Term of the Plan. Unless earlier terminated by the Board, this Plan will
      terminate at the close of business on the day before the 10th anniversary
      of the Effective Date (the "Termination Date"). No Awards may be granted
      under this Plan after the Termination Date. Unless otherwise expressly
      provided in this Plan or in an applicable Award Agreement, any Award
      granted prior to the Termination Date may extend beyond such date, and all
      authority of the Committee with respect to Awards hereunder, including the
      authority to amend an Award, will continue during any suspension of this
      Plan and in respect of Awards outstanding on the Termination Date.

6.10  Governing Law/Construction/Severability.

      6.10.1 Choice of Law. This Plan, the Awards, all documents evidencing
             Awards and all other related documents will be governed by, and
             construed in accordance with, the laws of the state of New Jersey.

      6.10.2 Severability. If a court of competent jurisdiction holds any
             provision invalid and unenforceable, the remaining provisions of
             this Plan will continue in effect provided that the essential
             economic terms of this Plan and any Award can still be enforced.

6.11  Captions. Captions and headings are given to the sections and subsections
      of this Plan solely as a convenience to facilitate reference. Such
      headings will not be deemed in any way material or relevant to the
      construction or interpretation of this Plan or any provision


                                      -23-
<PAGE>

      thereof.

6.12  Non-Exclusivity of Plan. Nothing in this Plan will limit or be deemed to
      limit the authority of the Board or the Committee to grant awards or
      authorize any other compensation, with or without reference to the Common
      Stock, under any other plan or authority.

6.13  No Restriction on Corporate Powers. The existence of the Plan and the
      Awards granted hereunder shall not affect or restrict in any way the right
      or power of the Board or the shareholders of the Company to make or
      authorize any adjustment, recapitalization, reorganization or other change
      in the Company's capital structure or its business, any merger or
      consolidation of the Company, any issue of bonds, debentures, preferred or
      prior preference stocks ahead of or affecting the Company's capital stock
      or the rights thereof, the dissolution or liquidation of the Company or
      any sale or transfer of all or any part of its assets or business, or any
      other corporate act or proceeding.

6.14  Effect on Other Benefits. Payments and other benefits received by a
      Participant under an Award made pursuant to this Plan shall not be deemed
      a part of a Participant's regular, recurring compensation for purposes of
      the termination, indemnity or severance pay law of any country or state
      and shall not be included in, nor have any effect on, the determination of
      benefits under any other employee benefit plan or similar arrangement
      provided by the Company or a Subsidiary unless expressly so provided by
      such other plan or arrangements. Awards under this Plan may be made in
      combination with or in tandem with, or as alternatives to, grants, awards
      or payments under any other Company or Subsidiary plan.

7.    Definitions.

"Award" means an award of any Option, Stock Appreciation Right, Restricted
Stock, Stock Bonus, Performance Share Award, dividend equivalent or deferred
payment right or other right or security that would constitute a "derivative
security" under Rule 16a-1(c) of the Exchange Act, or any combination thereof,
whether alternative or cumulative, authorized by and granted under this Plan.

"Award Agreement" means any writing setting forth the terms of an Award that has
been authorized by the Committee.

"Award Date" means the date upon which the Committee took the action granting an
Award or such later date as the Committee designates as the Award Date at the
time of the grant of the Award.


                                      -24-
<PAGE>

"Beneficiary" means the person, persons, trust or trusts designated by a
Participant, or, in the absence of a designation, entitled by will or the laws
of descent and distribution, to receive the benefits specified in the Award
Agreement and under this Plan if the Participant dies, and means the
Participant's executor or administrator if no other Beneficiary is designated
and able to act under the circumstances.

"Board" means the Board of Directors of the Company.

"Cause" means:

      (a)   any act of theft, embezzlement, fraud, dishonesty, gross negligence,
            repeated failure to perform assigned duties, a breach of fiduciary
            duty to the Company or a breach of or deliberate disregard of the
            applicable law or Company policy;

      (b)   the unauthorized disclosure of any trade secrets or confidential
            information of the Company;

      (c)   unfair competition with the Company;

      (d)   inducement of any customer of the Company to break any contract with
            the Company; or

      (e)   inducement of any principal for whom the Company acts as agent to
            terminate such agency relationship.

      Solely for the purpose of this Plan, a termination of services for Cause
      shall be deemed to occur (subject to reinstatement upon a contrary final
      determination by the Board or Committee) only if the Company delivers
      notice to the Participant of Cause upon or before a termination of
      employment and shall be final in all respects on the date the
      Participant's service is terminated. For purposes of this definition, the
      Company includes any affiliate of the Company.

"Change in Control Event" means any of the following:

      (a)   Approval by the shareholders of the Company of the dissolution or
            liquidation of the Company;


                                      -25-
<PAGE>

      (b)   Consummation of a merger, consolidation, or other reorganization,
            with or into, or the sale of all or substantially all of the
            Company's business and/or assets as an entirety to, one or more
            entities that are not Subsidiaries or other affiliates of the
            Company (a "Business Combination"), unless (1) as a result of the
            Business Combination more than 50% of the outstanding voting power
            generally in the election of directors of the surviving or resulting
            entity or a parent thereof (the "Successor Entity") immediately
            after the reorganization are, or will be, owned, directly or
            indirectly, by holders of the Company's voting securities
            immediately before the Business Combination; and (2) no Person
            (excluding the Successor Entity or an Excluded Person) beneficially
            owns, directly or indirectly, more than 50% of the outstanding
            shares or the combined voting power of the outstanding voting
            securities of the Successor Entity, after giving effect to the
            Business Combination, except to the extent that such ownership
            existed prior to the Business Combination; and (3) at least 50% of
            the members of the board of directors of the entity resulting from
            the Business Combination were members of the Board at the time of
            the execution of the initial agreement, or of the action of the
            Board, providing for the Business Combination; or

      (c)   Any "person" (as such term is used in Sections 13(d) and 14(d) of
            the Exchange Act other than an Excluded Person becomes the
            beneficial owner (as defined in Rule 13d-3 under the Exchange Act),
            directly or indirectly, of securities of the Company representing
            more than 50% of the combined voting power of the Company's then
            outstanding securities entitled to then vote generally in the
            election of directors of the Company, other than as a result of (1)
            an acquisition directly from the Company, (2) an acquisition by the
            Company, (3) an acquisition by any employee benefit plan (or related
            trust) sponsored or maintained by the Company or a Successor Entity,
            or (4) an acquisition by an entity pursuant to a transaction which
            is expressly excluded under clause (b) above.

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

"Commission" means the Securities and Exchange Commission.

"Committee" means a committee of the Board to be drawn solely from members of
the Board who are "non-employee directors" (as defined in Rule 16b-3 under the
Exchange Act).

"Common Stock" means the shares of the Company's Common Stock, $0.003 per share,
and such other securities or property as may become the subject of Awards, or
become subject to Awards, pursuant to an adjustment made under Section 6.3 of
this Plan.

"Company" means Mikron Infrared, Inc., a New Jersey corporation, together with
its subsidiaries, and its successors.


                                      -26-
<PAGE>

"Consent" as used in Section 6.4.3 with respect to any Plan Action includes (a)
any and all listings, registrations or qualifications in respect thereof upon
any securities exchange or under any federal, state, or local law, or law, rule
or regulation of a jurisdiction outside the United States, (b) or any other
matter, which the Committee may deem necessary or desirable to comply with the
terms of any such listing, registration or qualification or to obtain an
exemption from the requirement that any such listing, qualification or
registration be made, (c) any and all other consents, clearances and approvals
in respect of a plan action by any governmental or other regulatory body or any
stock exchange or self-regulatory agency and (d) any and all consents required
by the Committee. Nothing herein shall require the Company to list, register or
qualify the shares of Common Stock on any securities exchange.

"Covered Person" shall have the meaning attributed to such term in Section 1.2.7
of this Plan.

"Eligible Employee" means an officer (whether or not a director) or employee of
the Company.

"Eligible Person" means an Eligible Employee, or any Other Eligible Person, as
determined by the Committee.

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

"Excluded Person" means (a) any person described in and satisfying the
conditions of Rule 13d-1(b)(1) under the Exchange Act, (b) the Company, (c) an
employee benefit plan (or related trust) sponsored or maintained by the Company
or the Successor Entity, or (d) any person who is the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act) of more than 25% of the Common
Stock on the Effective Date (or an affiliate, successor, heir, descendant, or
related party of or to such person).

"Fair Market Value" on any date means:

      (a)   if the stock is listed or admitted to trade on a national securities
            exchange, the closing price of the stock on the Composite Tape, as
            published in the New York City Edition of The Wall Street Journal,
            of the principal national securities exchange on which the stock is
            so listed or admitted to trade, on such date, or, if there is no
            trading of the stock on such date, then the closing price of the
            stock as quoted on such Composite Tape on the next preceding date on
            which there was trading in such shares;

      (b)   if the stock is not listed or admitted to trade on a national
            securities exchange, the last/closing price for the stock on such
            date, as furnished by the National Association of Securities
            Dealers, Inc. ("NASD") through the NASDAQ Stock Market or a similar
            organization if the NASD is no longer reporting such information;


                                      -27-
<PAGE>

      (c)   if the stock is not listed or admitted to trade on a national
            securities exchange and is not reported on the National Stock
            Market, the mean between the bid and asked price for the stock on
            such date, as furnished by the NASD or a similar organization; or

      (d)   if the stock is not listed or admitted to trade on a national
            securities exchange, is not reported on the National Stock Market
            and if bid and asked prices for the stock are not furnished by the
            NASD or a similar organization, the value as established by the
            Committee at such time for purposes of this Plan.

      Any determination as to fair market value made pursuant to this Plan shall
      be determined without regard to any restriction other than a restriction
      which, by its terms, will never lapse, and shall be conclusive and binding
      on all persons.

"Incentive Stock Option" means an Option that is designated and intended as an
incentive stock option within the meaning of Section 422 of the Code, the award
of that contains such provisions (including but not limited to the receipt of
shareholder approval of this Plan, if the award is made prior to such approval)
and is made under such circumstances and to such persons as may be necessary to
comply with that section.

"Nonqualified Stock Option" means an Option that is designated as a Nonqualified
Stock Option and will include any Option intended as an Incentive Stock Option
that fails to meet the applicable legal requirements thereof. Any Option granted
hereunder that is not designated as an incentive stock option will be deemed to
be designated a nonqualified stock option under this Plan and not an incentive
stock option under the Code.

"Option" means an option to purchase Common Stock granted under this Plan. The
Committee will designate any Option granted to an employee of the Company or a
Subsidiary as a Nonqualified Stock Option or an Incentive Stock Option.

"Other Eligible Person" means any director of, or any individual consultant or
advisor or agent who renders or has rendered bona fide services (other than
services in connection with the offering or sale of securities of the Company in
a capital raising transaction) to, the Company, and who (to the extent provided
in the next sentence) is selected to participate in this Plan by the Committee.
A person who is neither an employee, officer, nor director who provides bona
fide services to the Company may be selected as an Other Eligible Person only if
such person's participation in this Plan would not adversely affect (a) the
Company's eligibility to use Form S-8 to register under the Securities Act, the
offering of shares issuable under this Plan by the Company, or (b) the Company's
compliance with any other applicable laws.

"Participant" means an Eligible Person who has been granted and holds an Award
under this Plan.


                                      -28-
<PAGE>

"Performance Share Award" means an Award of a right to receive shares of Common
Stock under Section 5.1, the issuance or payment of which is contingent upon,
among other conditions, the attainment of performance objectives specified by
the Committee.

"Personal Representative" means the person or persons who, upon the disability
or incompetence of a Participant, has acquired on behalf of the Participant, by
legal proceeding or otherwise, the power to exercise the rights or receive
benefits under this Plan by virtue of having become the legal representative of
the Participant.

"Plan" means this Mikron Infrared, Inc. Amended and Restated Omnibus Incentive
Plan, as it may hereafter be amended from time to time.

"Plan Action" shall have the meaning attributed to such term in Section 6.4.3 of
this Plan.

"Restricted Shares" or "Restricted Stock" means shares of Common Stock awarded
to a Participant under this Plan, subject to payment of such consideration, if
any, and such conditions on vesting (which may include, among others, the
passage of time, specified performance objectives or other factors) and such
transfer and other restrictions as are established in or pursuant to this Plan
and the related Award Agreement, for so long as such shares remain unvested
under the terms of the applicable Award Agreement.

"Retirement" means retirement with the consent of the Company or, from active
service as an employee or officer of the Company on or after attaining (a) age
60 with ten or more years of employment with the Company, or (b) age 65.

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

"Severance Date" means the date of a Participant's termination of employment
with the Company for any reason whatsoever.

"Stock Appreciation Right" or "SAR" means a right authorized under this Plan to
receive a number of shares of Common Stock or an amount of cash, or a
combination of shares and cash, the aggregate amount or value of which is
determined by reference to a change in the Fair Market Value of the Common
Stock.

"Stock Bonus" means an Award of shares of Common Stock granted under this Plan
for no consideration other than past services and without restriction other than
such transfer or other restrictions as the Committee may deem advisable to
assure compliance with law.

"Subsidiary" means any corporation or other entity a majority of whose
outstanding voting stock or voting power is beneficially owned directly or
indirectly by the Company.


                                      -29-
<PAGE>

"Total Disability" means a "total and permanent disability" within the meaning
of Section 22(e)(3) of the Code and, with respect to Awards other than Incentive
Stock Options, such other disabilities, infirmities, afflictions, or conditions
as the Committee may include.


                                      -30-