EXHIBIT 10.10


                         Individual Investor Group, Inc.
                          2001 Performance Equity Plan

                                               Approved by Board of Directors on
                                                                  April 25, 2001

Section 1. Purpose; Definitions.

     1.1  Purpose.  The purpose of the  Individual  Investor  Group,  Inc.  2001
Performance  Equity  Plan is to enable the  Company  to offer to its  employees,
officers,  directors  and  consultants  whose  past,  present  and/or  potential
contributions  to the Company  and its  Subsidiaries  have been,  are or will be
important to the success of the Company, an opportunity to acquire a proprietary
interest in the Company.  The various types of long-term  incentive  awards that
may be provided  under the Plan will enable the Company to respond to changes in
compensation  practices,  tax  laws,  accounting  regulations  and the  size and
diversity of its  businesses.

     1.2  Definitions.  For purposes of the Plan,  the following  terms shall be
defined as set forth below:

     (a)  "Agreement"means  the  agreement  between  the  Company and the Holder
setting forth the terms and conditions of an award under the Plan.

     (b) "Board" means the Board of Directors of the Company.

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

     (d) "Committee"  means the Stock Option Committee of the Board or any other
committee of the Board that the Board may  designate to  administer  the Plan or
any portion  thereof.  If no Committee is so designated,  then all references in
this Plan to "Committee" shall mean the Board.

     (e)"common stock" means the common stock of the Company, $.01 par value per
share.

     (f)  "Company"  means  Individual   Investor  Group,  Inc.,  a  corporation
organized under the laws of the State of Delaware.

     (g) "Deferred Stock" means common stock
to be received,  under an award made pursuant to Section 8, below, at the end of
a  specified   deferral  period.

     (h)  "Disability"  means physical or mental  impairment as determined under
procedures established by the Committee for purposes of the Plan.

     (i) "Effective Date" means the date set forth in Section 11.1, below.

     (j) "Fair  Market  Value",  unless  otherwise  required  by any  applicable
provision of the Code or any  regulations  issued  thereunder,  means, as of any
given date: (i) if the common stock is listed on a national  securities exchange
or quoted on the Nasdaq National Market or Nasdaq SmallCap Market, the last sale
price of the common stock in the principal  trading  market for the common stock
on the last trading day  preceding the date of grant of an award  hereunder,  as
reported by the exchange or Nasdaq, as the case may be; (ii) if the common stock
is not listed on a national securities exchange or quoted on the Nasdaq National
Market or Nasdaq SmallCap Market, but is traded in the over-the-counter  market,
the closing bid price for the common stock on the last trading day preceding the
date of grant of an award  hereunder for which such  quotations  are reported by
the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar
publisher of such  quotations;  and (iii) if the fair market value of the common
stock cannot be determined  pursuant to clause (i) or (ii) above,  such price as
the Committee shall determine, in good faith.

     (k) "Holder" means a person who has received an award under the Plan.

     (l)"Incentive  Stock  Option"  means any Stock  Option  intended  to be and
designated as an "incentive  stock option"  within the meaning of Section 422 of
the Code.

     (m)  "Nonqualified  Stock  Option"  means any Stock  Option  that is not an
Incentive Stock Option.

     (n) "Normal  Retirement"  means retirement from active  employment with the
Company or any Subsidiary on or after age 65.

     (o) "Other  Stock-Based  Award" means an award under Section 9, below, that
is  valued in whole or in part by  reference  to, or is  otherwise  based  upon,
common stock.

<PAGE>

     (p)  "Parent"  means any  present  or future  "parent  corporation"  of the
Company, as such term is defined in Section 424(e) of the Code.

     (q) "Plan" means the  Individual  Investor  Group,  Inc.  2001  Performance
Equity Plan, as hereinafter amended from time to time.

     (r)  "Restricted  Stock" means common stock,  received  under an award made
pursuant to Section 7, below, that is subject to restrictions under said Section
7.

     (s) "SAR Value"  means the excess of the Fair Market Value (on the exercise
date) over the exercise price that the  participant  would have otherwise had to
pay to exercise the related Stock Option, multiplied by the number of shares for
which the Stock Appreciation Right is exercised.

     (t) "Stock Appreciation Right" means the right to receive from the Company,
on surrender of all or part of the related Stock Option,  without a cash payment
to the  Company,  a number  of shares  of  common  stock  equal to the SAR Value
divided by the Fair Market Value (on the exercise date).

     (u) "Stock  Option" or  "Option"  means any  option to  purchase  shares of
common stock which is granted pursuant to the Plan.

     (v) "Stock Reload Option" means any option granted under Section 5.3 of the
Plan.

     (w) "Subsidiary"  means any present or future  "subsidiary  corporation" of
the Company, as such term is defined in Section 424(f) of the Code.

Section 2. Administration.

     2.1 Committee Membership.  The Plan shall be administered by the Board or a
Committee.  Committee members shall serve for such term as the Board may in each
case determine, and shall be subject to removal at any time by the Board.

     2.2 Powers of Committee.  The Committee shall have full authority to award,
pursuant to the terms of the Plan:  (i) Stock Options,  (ii) Stock  Appreciation
Rights,  (iii) Restricted  Stock,  (iv) Deferred Stock, (v) Stock Reload Options
and/or (vi) Other  Stock-Based  Awards.  For purposes of illustration and not of
limitation,  the  Committee  shall have the  authority  (subject  to the express
provisions of this Plan):

     (a) to select the officers,  employees,  directors and  consultants  of the
Company or any  Subsidiary to whom Stock  Options,  Stock  Appreciation  Rights,
Restricted Stock,  Deferred Stock, Reload Stock Options and/or Other Stock-Based
Awards may from time to time be awarded hereunder.

     (b) to determine the terms and conditions,  not inconsistent with the terms
of the Plan,  of any award  granted  hereunder  (including,  but not limited to,
number of  shares,  share  exercise  price or types of  consideration  paid upon
exercise  of such  options,  such as other  securities  of the  Company or other
property, any restrictions or limitations, and any vesting, exchange, surrender,
cancellation,  acceleration,  termination, exercise or forfeiture provisions, as
the Committee shall determine);

     (c) to determine any specified  performance  goals or such other factors or
criteria  which  need  to be  attained  for  the  vesting  of an  award  granted
hereunder;

     (d) to  determine  the terms and  conditions  under  which  awards  granted
hereunder are to operate on a tandem basis and/or in  conjunction  with or apart
from other equity awarded under this Plan and cash awards made by the Company or
any Subsidiary outside of this Plan;

     (e) to  permit a Holder to elect to defer a  payment  under the Plan  under
such  rules  and  procedures  as the  Committee  may  establish,  including  the
crediting of interest on deferred  amounts  denominated  in cash and of dividend
equivalents on deferred amounts denominated in common stock;

     (f) to determine the extent and circumstances  under which common stock and
other amounts  payable with respect to an award hereunder shall be deferred that
may be either automatic or at the election of the Holder; and

                                       2

<PAGE>

     (g) to  substitute  (i) new Stock  Options  for  previously  granted  Stock
Options,  which  previously  granted Stock  Options have higher option  exercise
prices and/or  contain other less  favorable  terms,  and (ii) new awards of any
other type for  previously  granted  awards of the same type,  which  previously
granted awards are upon less favorable terms.

 2.3 Interpretation of Plan.

     (a) Committee Authority.  Subject to Section 10, below, the Committee shall
have the  authority  to  adopt,  alter and  repeal  such  administrative  rules,
guidelines and practices governing the Plan as it shall, from time to time, deem
advisable,  to  interpret  the  terms and  provisions  of the Plan and any award
issued under the Plan (and to determine the form and substance of all Agreements
relating  thereto),  and to otherwise  supervise the administration of the Plan.
Subject to Section 10, below,  all decisions  made by the Committee  pursuant to
the provisions of the Plan shall be made in the Committee's  sole discretion and
shall be final  and  binding  upon  all  persons,  including  the  Company,  its
Subsidiaries and Holders.

     (b)  Incentive  Stock  Options.  Anything  in  the  Plan  to  the  contrary
notwithstanding,  no term or provision of the Plan  relating to Incentive  Stock
Options  (including  but limited to Stock Reload  Options or Stock  Appreciation
rights granted in conjunction  with an Incentive  Stock Option) or any Agreement
providing for Incentive Stock Options shall be interpreted,  amended or altered,
nor shall any discretion or authority granted under the Plan be so exercised, so
as to disqualify the Plan under Section 422 of the Code, or, without the consent
of the Holder(s)  affected,  to disqualify any Incentive Stock Option under such
Section 422.


Section 3. Stock Subject to Plan.

     3.1 Number of Shares.  The total number of shares of common stock  reserved
and available for issuance under the Plan shall be 1,000,000  shares.  Shares of
common stock under the Plan may consist,  in whole or in part, of authorized and
unissued shares or treasury shares. If any shares of common stock that have been
granted pursuant to a Stock Option cease to be subject to a Stock Option,  or if
any shares of common  stock that are  subject to any Stock  Appreciation  Right,
Restricted Stock, Deferred Stock award, Reload Stock Option or Other Stock-Based
Award granted  hereunder are  forfeited or any such award  otherwise  terminates
without a payment  being  made to the Holder in the form of common  stock,  such
shares shall again be  available  for  distribution  in  connection  with future
grants and awards under the Plan. Only net shares issued upon a  stock-for-stock
exercise  (including stock used for withholding  taxes) shall be counted against
the number of shares available under the Plan.


     3.2  Adjustment  Upon Changes in  Capitalization,  Etc. In the event of any
merger,  reorganization,  consolidation,  dividend  (other than a cash dividend)
payable on shares of common stock, stock split, reverse stock split, combination
or exchange of shares,  or other  extraordinary or unusual event occurring after
the grant of an award which results in a change in the shares of common stock of
the Company as a whole, the Committee shall  determine,  in its sole discretion,
whether such change  equitably  requires an adjustment in the terms of any award
or the aggregate number of shares reserved for issuance under the Plan. Any such
adjustments will be made by the Committee,  whose  determination  will be final,
binding and conclusive.

Section 4. Eligibility.

     Awards  may be  made or  granted  to  employees,  officers,  directors  and
consultants who are deemed to have rendered or to be able to render  significant
services  to the  Company  or its  Subsidiaries  and  who  are  deemed  to  have
contributed  or to have  the  potential  to  contribute  to the  success  of the
Company.  No Incentive Stock Option shall be granted to any person who is not an
employee of the Company or a Subsidiary at the time of grant.

Section 5. Stock Options.

     5.1 Grant and Exercise.  Stock Options granted under the Plan may be of two
types:  (i) Incentive  Stock Options and (ii)  Nonqualified  Stock Options.  Any
Stock Option granted under the Plan shall contain such terms,  not  inconsistent
with this Plan, or with respect to Incentive  Stock  Options,  not  inconsistent
with the Plan and the Code, as the Committee may from time to time approve.  The
Committee  shall  have  the  authority  to  grant  Incentive  Stock  Options  or
Non-Qualified Stock Options, or both types of Stock Options which may be granted
alone or in addition to other awards  granted under the Plan. To the extent that
any Stock Option  intended to qualify as an  Incentive  Stock Option does not so
qualify, it shall constitute a separate Nonqualified Stock Option.

                                       3
<PAGE>

     5.2 Terms and Conditions. Stock Options granted under
the Plan shall be  subject to the  following  terms and  conditions:

     (a)  Option  Term.  The  term of each  Stock  Option  shall be fixed by the
Committee; provided, however, that an Incentive Stock Option may be granted only
within the ten-year  period  commencing  from the Effective Date and may only be
exercised within ten years of the date of grant (or five years in the case of an
Incentive  Stock Option  granted to an optionee who, at the time of grant,  owns
common stock  possessing more than 10% of the total combined voting power of all
classes of stock of the Company ("10% Stockholder").

     (b)  Exercise  Price.   The  exercise  price  per  share  of  common  stock
purchasable  under a Stock Option shall be  determined  by the  Committee at the
time of grant and may be less than 100% of the Fair  Market  Value on the day of
grant;  provided,  however, that the exercise price of an Incentive Stock Option
shall not be less than 100% of the Fair Market Value on the day of grant and, if
granted  to a 10%  Stockholder,  shall not be less than 110% of the Fair  Market
Value on the day of grant.

     (c)  Exercisability.  Stock  Options shall be  exercisable  at such time or
times and subject to such terms and  conditions  as shall be  determined  by the
Committee.  If the Committee provides, in its discretion,  that any Stock Option
is  exercisable  only in  installments,  i.e.,  that it  vests  over  time,  the
Committee may waive such installment exercise provisions at any time at or after
the time of grant in whole or in part,  based upon such factors as the Committee
shall determine.

     (d) Method of  Exercise.  Subject to  whatever  installment,  exercise  and
waiting period provisions are applicable in a particular case, Stock Options may
be exercised  in whole or in part at any time during the term of the Option,  by
giving written notice of exercise to the Company specifying the number of shares
of common stock to be purchased.  Such notice shall be accompanied by payment in
full of the  purchase  price,  which  shall be in cash or,  if  provided  in the
Agreement,  either in shares of common  stock  (including  Restricted  Stock and
other  contingent  awards  under this Plan) or partly in cash and partly in such
common stock, or such other means which the Committee  determines are consistent
with the Plan's purpose and applicable  law. Cash payments shall be made by wire
transfer, certified or bank check or personal check, in each case payable to the
order of the Company; provided,  however, that the Company shall not be required
to  deliver  certificates  for shares of common  stock with  respect to which an
Option is  exercised  until the  Company has  confirmed  the receipt of good and
available  funds in payment of the purchase price thereof.  Payments in the form
of common  stock shall be valued at the Fair  Market  Value on the date prior to
the  date  of  exercise.  Such  payments  shall  be made by  delivery  of  stock
certificates  in  negotiable  form that are effective to transfer good and valid
title thereto to the Company, free of any liens or encumbrances.  Subject to the
terms of the  Agreement,  the  Committee  may,  in its sole  discretion,  at the
request of the Holder,  deliver upon the exercise of a Nonqualified Stock Option
a  combination  of shares of Deferred  Stock and common  stock;  provided  that,
notwithstanding  the  provisions of Section 8 of the Plan,  such Deferred  Stock
shall be fully vested and not subject to forfeiture. A Holder shall have none of
the rights of a  Stockholder  with  respect to the shares  subject to the Option
until such shares  shall be  transferred  to the Holder upon the exercise of the
Option.

     (e) Transferability.  Except as may be set forth in the Agreement, no Stock
Option shall be  transferable by the Holder other than by will or by the laws of
descent and distribution, and all Stock Options shall be exercisable, during the
Holder's lifetime,  only by the Holder (or, to the extent of legal incapacity or
incompetency, the Holder's guardian or legal representative).

     (f) Termination by Reason of Death. If a Holder's employment by the Company
or a  Subsidiary  terminates  by reason of death,  any Stock Option held by such
Holder,  unless  otherwise  determined by the Committee at the time of grant and
set  forth in the  Agreement,  shall  be  fully  vested  and may  thereafter  be
exercised  by the legal  representative  of the estate or by the  legatee of the
Holder  under the will of the  Holder,  for a period of one year (or such  other
greater or lesser period as the Committee may specify at grant) from the date of
such  death or until the  expiration  of the stated  term of such Stock  Option,
whichever period is the shorter.

     (g)  Termination by Reason of Disability.  If a Holder's  employment by the
Company or any Subsidiary  terminates by reason of Disability,  any Stock Option
held by such Holder, unless otherwise determined by the Committee at the time of
grant and set forth in the  Agreement,  shall be fully vested and may thereafter
be  exercised  by the Holder for a period of one year (or such other  greater or
lesser  period as the  Committee may specify at the time of grant) from the date
of such  termination of employment or until the expiration of the stated term of
such Stock Option, whichever period is the shorter.

                                       4
<PAGE>

     (h) Other  Termination.  Subject to the provisions of Section 12.3,  below,
and unless  otherwise  determined  by the Committee at the time of grant and set
forth  in  the  Agreement,  if a  Holder  is an  employee  of the  Company  or a
Subsidiary at the time of grant and if such  Holder's  employment by the Company
or any Subsidiary terminates for any reason other than death or Disability,  the
Stock  Option  shall  thereupon  automatically  terminate,  except  that  if the
Holder's  employment is terminated by the Company or a Subsidiary  without cause
or due to Normal  Retirement,  then the  portion of such Stock  Option  that has
vested on the date of  termination of employment may be exercised for the lesser
of three months after  termination  of  employment  or the balance of such Stock
Option's term.

     (i)  Additional  Incentive  Stock  Option  Limitation.  In the  case  of an
Incentive Stock Option, the aggregate Fair Market Value (on the date of grant of
the Option) with respect to which Incentive Stock Options become exercisable for
the first time by a Holder during any calendar year (under all such plans of the
Company and its Parent and Subsidiary) shall not exceed $100,000.

     (j) Buyout and Settlement Provisions. The Committee may at any time, in its
sole discretion,  offer to repurchase a Stock Option previously  granted,  based
upon such terms and conditions as the Committee  shall establish and communicate
to the Holder at the time that such offer is made.

     5.3 Stock Reload Option.  If a Holder tenders shares of common stock to pay
the exercise price of a Stock Option ("Underlying  Option"),  and/or arranges to
have a portion of the shares  otherwise  issuable upon exercise  withheld to pay
the applicable  withholding taxes, the Holder may receive,  at the discretion of
the  Committee,  a new Stock Reload  Option to purchase that number of shares of
common stock equal to the number of shares  tendered to pay the  exercise  price
and the withholding  taxes ( but only if such shares were held by the Holder for
at least six months).  Stock Reload Options may be any type of option  permitted
under  the  Code  and  will  be  granted  subject  to  such  terms,  conditions,
restrictions and limitations as may be determined by the Committee, from time to
time.  Such Stock Reload  Option shall have an exercise  price equal to the Fair
Market  Value as of the date of exercise of the  Underlying  Option.  Unless the
Committee  determines  otherwise,   a  Stock  Reload  Option  may  be  exercised
commencing  one  year  after  it is  granted  and  shall  expire  on the date of
expiration of the Underlying Option to which the Reload Option is related.

Section 6. Stock Appreciation Rights.

     6.1 Grant and Exercise.  The Committee may grant Stock Appreciation  Rights
to  participants  who have been, or are being  granted,  Stock Options under the
Plan as a means of allowing such  participants  to exercise  their Stock Options
without  the  need  to  pay  the  exercise  price  in  cash.  In the  case  of a
Nonqualified  Stock Option, a Stock  Appreciation Right may be granted either at
or after the time of the grant of such Nonqualified Stock Option. In the case of
an Incentive Stock Option, a Stock Appreciation Right may be granted only at the
time of the grant of such Incentive Stock Option.

     6.2 Terms and Conditions. Stock Appreciation Rights shall be subject to the
following terms and conditions:

     (a) Exercisability. Stock Appreciation Rights shall be exercisable as shall
be determined by the  Committee and set forth in the  Agreement,  subject to the
limitations,  if any,  imposed by the Code,  with  respect to related  Incentive
Stock Options.

     (b) Termination.  A Stock  Appreciation  Right shall terminate and shall no
longer be  exercisable  upon the  termination  or exercise of the related  Stock
Option.

     (c) Method of Exercise. Stock Appreciation Rights shall be exercisable upon
such terms and  conditions as shall be determined by the Committee and set forth
in the Agreement and by surrendering the applicable portion of the related Stock
Option.  Upon such  exercise  and  surrender,  the Holder  shall be  entitled to
receive a number of shares of common stock equal to the SAR Value divided by the
Fair Market Value on the date the Stock Appreciation Right is exercised.

     (d) Shares Affected Upon Plan. The granting of a Stock  Appreciation  Right
shall not affect the number of shares of common stock available under for awards
under the Plan.  The number of shares  available for awards under the Plan will,
however,  be  reduced by the number of shares of common  stock  acquirable  upon
exercise of the Stock  Option to which such Stock  Appreciation  Right  relates.

                                       5
<PAGE>


Section 7. Restricted Stock.

     7.1 Grant.  Shares of  Restricted  Stock may be awarded  either alone or in
addition to other awards granted under the Plan. The Committee  shall  determine
the  eligible  persons  to  whom,  and the time or times  at  which,  grants  of
Restricted Stock will be awarded,  the number of shares to be awarded, the price
(if any) to be paid by the Holder,  the time or times  within  which such awards
may be subject to forfeiture  ("Restriction  Period"),  the vesting schedule and
rights to  acceleration  thereof,  and all other  terms  and  conditions  of the
awards.


     7.2 Terms and Conditions.  Each Restricted  Stock award shall be subject to
the following terms and conditions:

     (a) Certificates.  Restricted Stock, when issued,  will be represented by a
stock  certificate or certificates  registered in the name of the Holder to whom
such Restricted  Stock shall have been awarded.  During the Restriction  Period,
certificates  representing the Restricted Stock and any securities  constituting
Retained Distributions (as defined below) shall bear a legend to the effect that
ownership of the  Restricted  Stock (and such Retained  Distributions),  and the
enjoyment of all rights  appurtenant  thereto,  are subject to the restrictions,
terms and conditions  provided in the Plan and the Agreement.  Such certificates
shall be deposited by the Holder with the Company, together with stock powers or
other  instruments  of  assignment,  each  endorsed in blank,  which will permit
transfer to the Company of all or any  portion of the  Restricted  Stock and any
securities  constituting Retained  Distributions that shall be forfeited or that
shall not become vested in accordance with the Plan and the Agreement.

     (b)  Rights  of  Holder.  Restricted  Stock  shall  constitute  issued  and
outstanding shares of common stock for all corporate  purposes.  The Holder will
have the right to vote such Restricted  Stock, to receive and retain all regular
cash dividends and other cash equivalent  distributions  as the Board may in its
sole discretion  designate,  pay or distribute on such  Restricted  Stock and to
exercise all other  rights,  powers and  privileges  of a holder of common stock
with respect to such Restricted  Stock,  with the exceptions that (i) the Holder
will not be  entitled  to  delivery  of the stock  certificate  or  certificates
representing  such  Restricted  Stock until the  Restriction  Period  shall have
expired and unless all other  vesting  requirements  with respect  thereto shall
have  been  fulfilled;  (ii)  the  Company  will  retain  custody  of the  stock
certificate  or  certificates  representing  the  Restricted  Stock  during  the
Restriction  Period;  (iii) other than  regular  cash  dividends  and other cash
equivalent  distributions as the Board may in its sole discretion designate, pay
or distribute,  the Company will retain custody of all distributions  ("Retained
Distributions")  made or declared with respect to the Restricted Stock (and such
Retained  Distributions  will be  subject  to the same  restrictions,  terms and
conditions as are applicable to the Restricted  Stock) until such time, if ever,
as the Restricted Stock with respect to which such Retained  Distributions shall
have been made,  paid or declared  shall have become  vested and with respect to
which the  Restriction  Period shall have  expired;  (iv) a breach of any of the
restrictions,  terms or  conditions  contained in this Plan or the  Agreement or
otherwise  established by the Committee with respect to any Restricted  Stock or
Retained  Distributions will cause a forfeiture of such Restricted Stock and any
Retained Distributions with respect thereto.

     (c) Vesting; Forfeiture. Upon the expiration of the Restriction Period with
respect  to each award of  Restricted  Stock and the  satisfaction  of any other
applicable restrictions, terms and conditions (i) all or part of such Restricted
Stock shall become vested in  accordance  with the terms of the  Agreement,  and
(ii) any  Retained  Distributions  with respect to such  Restricted  Stock shall
become vested to the extent that the Restricted Stock related thereto shall have
become vested. Any such Restricted Stock and Retained  Distributions that do not
vest shall be forfeited to the Company and the Holder shall not thereafter  have
any rights with respect to such Restricted Stock and Retained Distributions that
shall have been so forfeited.


Section 8. Deferred Stock.

     8.1  Grant.  Shares of  Deferred  Stock may be awarded  either  alone or in
addition to other awards granted under the Plan. The Committee  shall  determine
the  eligible  persons to whom and the time or times at which grants of Deferred
Stock will be awarded,  the number of shares of Deferred  Stock to be awarded to
any person, the duration of the period ("Deferral Period") during which, and the
conditions  under  which,  receipt of the shares will be  deferred,  and all the
other terms and conditions of the awards.

     8.2 Terms and Conditions. Each Deferred Stock award shall be subject to the
following terms and conditions:

     (a)  Certificates.  At  the  expiration  of the  Deferral  Period  (or  the
Additional  Deferral  Period  referred  to  in  Section  8.2  (d)  below,  where
applicable),  share certificates shall be issued and delivered to the Holder, or
his legal representative, representing the number equal to the shares covered by
the Deferred Stock award.

     (b) Rights of Holder. A person entitled to receive Deferred Stock shall not
have any rights of a Stockholder by virtue of such award until the expiration of
the applicable Deferral Period and the issuance and delivery of the certificates
representing  such  common  stock.  The  shares of common  stock  issuable  upon
expiration of the Deferral Period shall not be deemed outstanding by the Company
until the  expiration of such  Deferral  Period and the issuance and delivery of
such common stock to the Holder.

                                       6

<PAGE>

     (c) Vesting;  Forfeiture.  Upon the expiration of the Deferral  Period with
respect  to each  award of  Deferred  Stock  and the  satisfaction  of any other
applicable restrictions, terms and conditions all or part of such Deferred Stock
shall become  vested in  accordance  with the terms of the  Agreement.  Any such
Deferred  Stock that does not vest shall be  forfeited  to the  Company  and the
Holder shall not thereafter have any rights with respect to such Deferred Stock.

     (d) Additional  Deferral Period. A Holder may request to, and the Committee
may at any time,  defer the receipt of an award (or an  installment of an award)
for an  additional  specified  period or until a  specified  event  ("Additional
Deferral  Period").  Subject to any exceptions  adopted by the  Committee,  such
request  must  generally  be made at least one year prior to  expiration  of the
Deferral Period for such Deferred Stock award (or such installment).

Section 9. Other Stock-Based Awards.

     Other  Stock-Based  Awards may be  awarded,  subject to  limitations  under
applicable  law, that are  denominated or payable in, valued in whole or in part
by reference  to, or otherwise  based on, or related to, shares of common stock,
as deemed by the  Committee  to be  consistent  with the  purposes  of the Plan,
including,  without limitation,  purchase rights, shares of common stock awarded
which  are  not  subject  to any  restrictions  or  conditions,  convertible  or
exchangeable debentures, or other rights convertible into shares of common stock
and awards valued by reference to the value of securities of or the  performance
of specified Subsidiaries.  Other Stock-Based Awards may be awarded either alone
or in  addition  to or in tandem  with any other  awards  under this Plan or any
other plan of the Company. Each other Stock-Based Award shall be subject to such
terms and conditions as may be determined by the Committee.

Section 10. Amendment and Termination.

     The Board may at any time, and from time to time,  amend alter,  suspend or
discontinue  any of the  provisions of the Plan,  but no amendment,  alteration,
suspension  or  discontinuance  shall be made that would  impair the rights of a
Holder  under any  Agreement  theretofore  entered into  hereunder,  without the
Holder's consent.

Section 11. Term of Plan.

     11.1  Effective  Date.  The Plan shall be  effective  as of April 25, 2001,
subject to the  approval of the Plan by the  Company's  stockholders  within one
year after the Effective  Date.  Any awards granted under the Plan prior to such
approval  shall be  effective  when  made  (unless  otherwise  specified  by the
Committee at the time of grant),  but shall be conditioned upon, and subject to,
such approval of the Plan by the Company's stockholders and no awards shall vest
or otherwise become free of restrictions prior to such approval.


     11.2  Termination  Date.  Unless  terminated by the Board,  this Plan shall
continue to remain effective until such time as no further awards may be granted
and all awards granted under the Plan are no longer outstanding. Notwithstanding
the foregoing, grants of Incentive Stock Options may be made only during the ten
year period following the Effective Date.

Section 12. General Provisions.

     12.1  Written  Agreements.  Each  award  granted  under  the Plan  shall be
confirmed by, and shall be subject to the terms,  of the  Agreement  executed by
the Company and the Holder. The Committee may terminate any award made under the
Plan if the  Agreement  relating  thereto is not  executed  and  returned to the
Company  within 10 days after the Agreement has been delivered to the Holder for
his or her execution.

     12.2  Unfunded  Status  of Plan.  The Plan is  intended  to  constitute  an
"unfunded"  plan for  incentive and deferred  compensation.  With respect to any
payments not yet made to a Holder by the Company, nothing contained herein shall
give any such  Holder  any  rights  that are  greater  than  those of a  general
creditor of the Company.

12.3 Employees.

     (a) Engaging in Competition  With the Company;  Disclosure of  Confidential
Information.  If a  Holder's  employment  with the  Company or a  Subsidiary  is
terminated  for any  reason  whatsoever,  and  within 18  months  after the date
thereof such Holder either (i) accepts  employment  with any  competitor  of, or
otherwise  engages in competition  with, the Company or (ii) discloses to anyone
outside  the  Company or uses any  confidential  information  or material of the
Company in  violation of the  Company's  policies or any  agreement  between the
Holder and the Company, the Committee, in its sole discretion,  may require such
Holder  to return  to the  Company  the  economic  value of any  award  that was
realized or obtained by such Holder at any time during the period  beginning  on
that date that is six months prior to the date such Holder's employment with the
Company is terminated.

     (b) Termination for Cause. The Committee may, if a Holder's employment with
the Company or a Subsidiary  is  terminated  for cause,  annul any award granted
under this Plan to such employee and, in such event, the Committee,  in its sole
discretion,  may require such Holder to return to the Company the economic value
of any award that was realized or obtained by such Holder at any time during the
period beginning on that date that is six months prior to the date such Holder's
employment with the Company is terminated.

                                       7

<PAGE>

     (c) No Right of Employment.  Nothing  contained in the Plan or in any award
hereunder  shall be deemed to confer  upon any Holder who is an  employee of the
Company or any Subsidiary any right to continued  employment with the Company or
any Subsidiary,  nor shall it interfere in any way with the right of the Company
or any  Subsidiary to terminate the  employment of any Holder who is an employee
at any time.

     12.4 Investment Representations;  Company Policy. The Committee may require
each person acquiring shares of common stock pursuant to a Stock Option or other
award under the Plan to  represent to and agree with the Company in writing that
the Holder is acquiring the shares for investment without a view to distribution
thereof. Each person acquiring shares of common stock pursuant to a Stock Option
or other award under the Plan shall be required to abide by all  policies of the
Company in effect at the time of such acquisition and thereafter with respect to
the ownership and trading of the Company's securities.

     12.5 Additional Incentive Arrangements. Nothing contained in the Plan shall
prevent the Board from adopting such other or additional incentive  arrangements
as it may deem desirable,  including,  but not limited to, the granting of Stock
Options and the awarding of common stock and cash otherwise than under the Plan;
and such  arrangements may be either generally  applicable or applicable only in
specific cases.

     12.6 Withholding  Taxes. Not later than the date as of which an amount must
first be  included  in the gross  income of the  Holder for  Federal  income tax
purposes  with  respect to any option or other award under the Plan,  the Holder
shall pay to the Company,  or make  arrangements  satisfactory  to the Committee
regarding  the  payment  of,  any  Federal,  state and  local  taxes of any kind
required by law to be withheld or paid with respect to such amount. If permitted
by the Committee,  tax  withholding or payment  obligations  may be settled with
common stock,  including  common stock that is part of the award that gives rise
to the  withholding  requirement.  The obligations of the Company under the Plan
shall be conditioned  upon such payment or  arrangements  and the Company or the
Holder's  employer (if not the Company) shall,  to the extent  permitted by law,
have the right to deduct any such taxes from any  payment of any kind  otherwise
due to the Holder from the Company or any Subsidiary.

     12.7  Governing  Law.  The  Plan and all  awards  made  and  actions  taken
thereunder shall be governed by and construed in accordance with the laws of the
State of New York  (without  regard  to  choice  of law  provisions);  provided,
however,  that all  matters  relating  to or  involving  corporate  law shall be
governed by the laws of the State of Delaware.

     12.8 Other  Benefit  Plans.  Any award  granted under the Plan shall not be
deemed compensation for purposes of computing benefits under any retirement plan
of the Company or any  Subsidiary  and shall not affect any  benefits  under any
other benefit plan now or subsequently in effect under which the availability or
amount of benefits is related to the level of compensation  (unless  required by
specific reference in any such other plan to awards under this Plan).

     12.9  Non-Transferability.  Except as otherwise  expressly  provided in the
Plan or the  Agreement,  no right or  benefit  under the Plan may be  alienated,
sold, assigned, hypothecated,  pledged, exchanged, transferred,  encumbranced or
charged,  and any  attempt  to  alienate,  sell,  assign,  hypothecate,  pledge,
exchange, transfer, encumber or charge the same shall be void.

     12.10  Applicable  Laws. The obligations of the Company with respect to all
Stock  Options and awards under the Plan shall be subject to (i) all  applicable
laws, rules and regulations and such approvals by any  governmental  agencies as
may be required,  including,  without limitation, the Securities Act of 1933, as
amended,  and (ii) the rules and regulations of any securities exchange on which
the common stock may be listed.

     12.11  Conflicts.  If any of the  terms  or  provisions  of the  Plan or an
Agreement  conflict with the  requirements of Section 422 of the Code, then such
terms or provisions  shall be deemed  inoperative to the extent they so conflict
with such  requirements.  Additionally,  if this Plan or any Agreement  does not
contain any  provision  required to be included  herein under Section 422 of the
Code, such provision shall be deemed to be incorporated  herein and therein with
the same force and effect as if such provision had been set out at length herein
and therein.  If any of the terms or provisions  of any Agreement  conflict with
any terms or  provisions  of the Plan,  then such terms or  provisions  shall be
deemed  inoperative to the extent they so conflict with the  requirements of the
Plan. Additionally,  if any Agreement does not contain any provision required to
be  included  therein  under  the  Plan,  such  provision  shall be deemed to be
incorporated  therein  with the same force and effect as if such  provision  had
been set out at length therein.

     12.12  Non-Registered  Stock.  The shares of common stock to be distributed
under this Plan have not been, as of the Effective  Date,  registered  under the
Securities  Act  of  1933,  as  amended,  or any  applicable  state  or  foreign
securities  laws and the Company has no obligation to any Holder to register the
common stock or to assist the Holder in obtaining an exemption  from the various
registration requirements,  or to list the common stock on a national securities
exchange or any other trading or quotation system, including the Nasdaq National
Market and Nasdaq SmallCap Market.


                                       8