eCom eCom.com, Inc.
                         _________________________

                         FIRST STOCK INCENTIVE PLAN
                         _________________________



1.     Purpose of the Plan

     This eCom eCom.com, Inc. (the "Company") First Stock Incentive Plan is
intended to promote the interests of the Company by providing the employees of
the Company and others, who are largely responsible for the management, growth
and protection of the business of the Company, with incentives and rewards to
encourage them to continue to provide their services to the Company.

2.     Definitions

     As used in the Plan, the following definitions apply to the terms
indicated below:

          (a)     "Board of Directors" shall mean the Board of Directors of
the Company.

          (b)     "Cause," when used in connection with the termination of a
Participant's employment with the Company, shall mean the termination of the
Participant's employment by the Company on account of (i) the willful and
continued failure by the Participant substantially to perform his duties and
obligations (other than any such failure resulting from his incapacity due to
physical or mental illness) or (ii) the willful engaging by the Participant in
misconduct which could reasonably be expected to cause substantial injury to
the Company.  For purposes of this Section 2(b), no act, or failure to act, on
a Participant's part shall be considered "willful" unless done, or omitted to
be done, by the Participant in bad faith and without reasonable belief that
his action or omission was in the best interests of the Company.

          (c)     "Cash Bonus" shall mean an award of a bonus payable in cash
pursuant to Section 13 hereof.

          (d)     "Change in Control" shall mean:

               (i)     a change in control of the Company of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Exchange Act; or

               (ii)     the occurrence of any of the following events:

                    (1)     any Person is or becomes the "beneficial owner"
(as defined in Rule 13d-3 promulgated under the Exchange Act), directly or
indirectly, of securities of the Company representing 35% or more of the
combined voting power of the Company's then outstanding securities;

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                    (2)     a majority of individuals who are nominated by the
Board of Directors for election to the Board of Directors on any date, fail to
be elected to the Board of Directors as a direct or indirect result of any
proxy fight or contested election for positions on the Board of Directors; or

                    (3)     the Board of Directors determines in its sole and
absolute discretion that there has been a change in control of the Company.

          (e)     "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

          (f)     "Committee" shall mean the Board of Directors or such
committee as the Board of Directors shall appoint from time to time to
administer the Plan.

          (g)     "Common Stock" shall mean the Company's common stock, $.0001
par value per share.

          (h)     "Company" shall mean eCom eCom.com, Inc., a Florida
corporation, and each of its Subsidiaries.

          (i)     "Disability" shall mean a Participant's inability to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or
which has lasted or can be expected to last for a continuous period of not
less than twelve (12) months.

          (j)     "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

          (k)     The "Fair Market Value" of a share of Common Stock with
respect to any day shall be (i) the closing sales price on the immediately
preceding business day of a share of Common Stock as reported on the principal
securities exchange on which shares of Common Stock are then listed or
admitted to trading or (ii) if not so reported, the average of the closing bid
and ask prices on the immediately preceding business day as reported on the
National Association of Securities Dealers Automated Quotation System or (iii)
if not so reported, as furnished by any member of the National Association of
Securities Dealers, Inc. selected by the Committee.  In the event that the
price of a share of Common Stock shall not be so reported, the Fair Market
Value of Common Stock shall be determined by the Committee in its absolute
discretion.

          (l)     "Incentive Award" shall mean an Option, LSAR, Tandem SAR,
Stand-Alone SAR, share of Phantom Stock, share of Restricted Stock, Stock
Bonus or Cash Bonus granted pursuant to the terms of the Plan.

          (m)     "Incentive Stock Option" shall mean an Option which is an
"incentive stock option" within the meaning of Section 422 of the Code and
which is identified as an Incentive Stock Option in the agreement by which it
is evidenced.

          (n)     "Issue Date" shall mean the date established by the
Committee on which certificates representing shares of Restricted Stock shall
be issued by the Company pursuant to the terms of Section 10(d) hereof.


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          (o)     "LSAR" shall mean a limited stock appreciation right which
is granted pursuant to the provisions of Section 8 hereof and which relates to
an Option.  Each LSAR shall be exercisable only upon the occurrence of a
Change in Control and only in the alternative to the exercise of its related
Option.

          (p)     "Non-Qualified Stock Option" shall mean an Option which is
not an Incentive Stock Option and which is identified as a Non-Qualified Stock
Option in the agreement by which it is evidenced.

          (q)     "Option" shall mean an option to purchase shares of Common
Stock of the Company granted pursuant to Section 6 hereof.  Each Option shall
be identified as either an Incentive Stock Option or a Non-Qualified Stock
Option in the agreement by which it is evidenced.

          (r)     "Participant" shall mean a person who is eligible to
participate in the Plan and to whom an Incentive Award is granted pursuant to
the Plan, and, upon his death, his successors, heirs, executors and
administrators, as the case may be.

          (s)     "Person" shall mean a "person," as such term is used in
Sections 13(d) and 14(d) of the Exchange Act.

          (t)     "Phantom Stock" shall mean the right to receive in cash the
Fair Market Value of a share of Common Stock of the Company, which right is
granted pursuant to Section 11 hereof and subject to the terms and conditions
contained therein.

          (u)     "Plan" shall mean the eCom eCom.com, Inc. First Stock
Incentive Plan, as it may be amended from time to time.

          (v)     "Restricted Stock" shall mean a share of Common Stock which
is granted pursuant to the terms of Section 10 hereof and which is subject to
the restrictions set forth in Section 10(c) hereof, to the extent that any
such restrictions are applicable, for so long as such restrictions continue to
apply to such share.

          (w)     "Securities Act" shall mean the Securities Act of 1933, as
amended.

          (x)     "Stand-Alone SAR" shall mean a stock appreciation right
granted pursuant to Section 9 hereof which is not related to any Option.

          (y)     "Stock Bonus" shall mean a grant of a bonus payable in
shares of Common Stock pursuant to Section 12 hereof.

          (z)     "Subsidiary" shall mean any corporation in which at the time
of reference the Company owns, directly or indirectly, stock comprising more
than fifty percent of the total combined voting power of all classes of stock
of such corporation.

          (aa)     "Tandem SAR" shall mean a stock appreciation right granted
pursuant to Section 8 hereof which is related to an Option.  Each Tandem SAR
shall be exercisable only to the extent its related Option is exercisable and
only in the alternative to the exercise of its related Option.

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          (bb)     "Vesting Date" shall mean the date established by the
Committee on which a share of Restricted Stock or Phantom Stock may vest.

3.     Stock Subject to the Plan

     Under the Plan, the Committee may grant to Participants (i) Options, (ii)
LSARs, (iii) Tandem SARs, (iv) Stand-Alone SARs, (v) shares of Restricted
Stock, (vi) shares of Phantom Stock, (vii) Stock Bonuses and (viii) Cash
Bonuses.

     Subject to adjustment as provided in Section 14 hereof, the Committee may
grant Options, Stand-Alone SARs, shares of Restricted Stock, shares of Phantom
Stock and Stock Bonuses under the Plan with respect to a number of shares of
Common Stock that in the aggregate does not exceed one million shares of the
Company's Common Stock.  The grant of an LSAR, Tandem SAR or Cash Bonus shall
not reduce the number of shares of Common Stock with respect to which Options,
Stand-Alone SARs, shares of Restricted Stock, shares of Phantom Stock or Stock
Bonuses may be granted pursuant to the Plan.

     In the event that any outstanding Option or Stand-Alone SAR expires,
terminates or is canceled for any reason (other than pursuant to Paragraphs
7(b)(2) or 8(b)(3) hereof), the shares of Common Stock subject to the
unexercised portion of such Option or Stand-Alone SAR shall again be available
for grants under the Plan.  In the event that an outstanding Option is
canceled pursuant to Paragraphs 7(b)(2) or 8(b)(3) hereof by reason of the
exercise of an LSAR or a Tandem SAR, the shares of Common Stock subject to the
canceled portion of such Option shall not again be available for grants under
the Plan.  In the event that any shares of Restricted Stock or Phantom Stock,
or any shares of Common Stock granted in a Stock Bonus are forfeited or
canceled for any reason, such shares shall again be available for grants under
the Plan.

     Shares of Common Stock issued under the Plan may be either newly issued
shares or treasury shares, at the discretion of the Committee, and the Company
hereby reserves one million shares of Common Stock for issuance pursuant to
the Plan.

4.   Administration of the Plan

     The Plan shall be administered by the Board of Directors or by such other
committee as may be designated from time to time by the Board of Directors in
its sole and absolute discretion; provided, however, that under no
circumstances shall the Board of Directors be permitted to designate any
committee to administer the Plan if such designation would cause any
transaction involving any grant, award or other acquisition of shares from the
Company pursuant to the Plan to not be exempt from Section 16 of the Exchange
Act in accordance with the provisions of Rule 16b-3 promulgated thereunder.
The Committee shall from time to time designate the persons who shall be
granted Incentive Awards and the amount and type of such Incentive Awards.

     The Committee shall have full authority to administer the Plan, including
authority to interpret and construe any provision of the Plan and the terms of
any Incentive Award issued under it and to adopt such rules and regulations
for administering the Plan as it may deem necessary.  Decisions of the
Committee shall be final and binding on all parties.

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     The Committee may, in its absolute discretion (i) accelerate the date on
which any Option or Stand-Alone SAR granted under the Plan becomes
exercisable, (ii) accelerate the Vesting Date or Issue Date, or waive any
condition imposed pursuant to Section 10(b) hereof, with respect to any share
of Restricted Stock granted under the Plan and (iii) accelerate the Vesting
Date or waive any condition imposed pursuant to Section 11 hereof, with
respect to any share of Phantom Stock granted under the Plan.

     In addition, the Committee may, in its absolute discretion, grant
Incentive Awards to Participants on the condition that such Participants
surrender to the Committee for cancellation such other Incentive Awards
(including, without limitation, Incentive Awards with higher exercise prices)
as the Committee specifies.  Notwithstanding Section 3 herein, prior to the
surrender of such other Incentive Awards, Incentive Awards granted pursuant to
the preceding sentence of this Section 4 shall not count against the limits
set forth in such Section 3.

     Whether an authorized leave of absence, or absence in military or
government service, shall constitute termination of employment shall be
determined by the Committee.

     No member of the Committee shall be liable for any action, omission, or
determination relating to the Plan, and the Company shall indemnify and hold
harmless each member of the Committee and each other director or employee of
the Company to whom any duty or power relating to the administration or
interpretation of the Plan has been delegated against any cost or expense
(including counsel fees) or liability (including any sum paid in settlement of
a claim with the approval of the Committee) arising out of any action,
omission or determination relating to the Plan, unless, in either case, such
action, omission or determination was taken or made by such member, director
or employee in bad faith and without reasonable belief that it was in the best
interests of the Company.

5.     Eligibility

     The persons who shall be eligible to receive Incentive Awards pursuant to
the Plan shall be such persons, including employees and officers of the
Company (whether or not such officers are also directors of the Company),
consultants and advisors to the Company ("Non-Employee Participants"), who are
largely responsible for the management, growth and protection of the business
of the Company, as the Committee shall select from time to time.  In no event
shall any consultant or advisor to the Company be entitled to receive any
Incentive Award pursuant to the Plan as direct or indirect compensation for
any capital raising or financial public relations services performed for the
Company.

6.     Options

     The Committee may grant Options pursuant to the Plan, which Options shall
be evidenced by agreements in such form as the Committee shall from time to
time approve.  Options shall comply with and be subject to the following terms
and conditions:

     (a)     Identification of Options

          All Options granted under the Plan shall be clearly identified in
the agreement evidencing such Options as either Incentive Stock Options or as
Non-Qualified Stock Options.

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     (b)     Exercise Price

          The exercise price of any Non-Qualified Stock Option granted under
the Plan shall be such price as the Committee shall determine on the date on
which such Non-Qualified Stock Option is granted; provided, that such price
may not be less than the minimum price required by applicable law.  The
exercise price of any Incentive Stock Option granted under the Plan shall be
not less than 100% of the Fair Market Value of a share of Common Stock on the
date on which such Incentive Stock Option is granted.

     (c)     Term and Exercise of Option

               (1)     Each Option shall be exercisable on such date or dates,
during such period and for such number of shares of Common Stock as shall be
determined by the Committee on the day on which such Option is granted and set
forth in the Option agreement with respect to such Option; provided, however,
that no Option shall be exercisable after the expiration of ten years from the
date such Option was granted; and, provided, further, that each Option shall
be subject to earlier termination, expiration or cancellation as provided in
the Plan.

               (2)     Each Option shall be exercisable in whole or in part;
provided, that no partial exercise of an Option shall be for an aggregate
exercise price of less than $1,000.  The partial exercise of an Option shall
not cause the expiration, termination or cancellation of the remaining portion
thereof.  Upon the partial exercise of an Option, the agreements evidencing
such Option and any related LSARs and Tandem SARs shall be returned to the
Participant exercising such Option together with the delivery of the
certificates described in Section 6(c)(4) hereof.

               (4)     An Option shall be exercised by delivering notice to
the Company's principal office, to the attention of its Secretary, no less
than three business days in advance of the effective date of the proposed
exercise.  Such notice shall be accompanied by the agreements evidencing the
Option and any related LSARs and Tandem SARs, shall specify the number of
shares of Common Stock with respect to which the Option is being exercised and
the effective date of the proposed exercise and shall be signed by the
Participant.  The Participant may withdraw such notice at any time prior to
the close of business on the business day immediately preceding the effective
date of the proposed exercise, in which case such agreements shall be returned
to him.  Payment for shares of Common Stock purchased upon the exercise of an
Option shall be made on the effective date of such exercise either (i) in
cash, by certified check, bank cashier's check or wire transfer or (ii)
subject to the approval of the Committee, in shares of Common Stock owned by
the Participant and valued at their Fair Market Value on the effective date of
such exercise, or partly in shares of Common Stock with the balance in cash,
by certified check, bank cashier's check or wire transfer.  Any payment in
shares of Common Stock shall be effected by the delivery of such shares to the
Secretary of the Company, duly endorsed in blank or accompanied by stock
powers duly executed in blank, together with any other documents and evidences
as the Secretary of the Company shall require from time to time.

               (4)     Any Option granted under the Plan may be exercised by a
broker-dealer acting on behalf of a Participant if (i) the broker-dealer has
received from the Participant or the Company a fully-and-duly-endorsed
agreement evidencing such Option and instructions signed by the Participant


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requesting the Company to deliver the shares of Common Stock subject to such
Option to the broker-dealer on behalf of the Participant and specifying the
account into which such shares should be deposited, (ii) adequate provision
has been made with respect to the payment of any withholding taxes due upon
such exercise and (iii) the broker-dealer and the Participant have otherwise
complied with Section 220.3(e)(4) of Regulation T, 12 CFR Part 220.

               (5)     Certificates for shares of Common Stock purchased upon
the exercise of an Option shall be issued in the name of the Participant and
delivered to the Participant as soon as practicable following the effective
date on which the Option is exercised.

               (6)     During the lifetime of a Participant, each Option
granted to him shall be exercisable only by him.  No Option shall be
assignable or transferable otherwise than by will, the laws of descent and
distribution, or pursuant to a qualified domestic relations order.

     (d)     Limitations on Grant of Incentive Stock Options

               (1)     The aggregate Fair Market Value of shares of Common
Stock with respect to which "incentive stock options" (within the meaning of
Section 422 of the Code) are exercisable for the first time by a Participant
during any calendar year under the Plan and any other stock option plan of the
Company (or any "subsidiary" of the Company as such term is defined in Section
425 of the Code) shall not exceed $100,000.  Such Fair Market Value shall be
determined as of the date on which each such incentive stock option is
granted.  In the event that the aggregate Fair Market Value of shares of
Common Stock with respect to such incentive stock options exceeds $100,000,
then Incentive Stock Options granted hereunder to such Participant shall, to
the extent and in the order required by Regulations promulgated under the Code
(or any other authority having the force of Regulations), automatically be
deemed to be Non-Qualified Stock Options, but all other terms and provisions
of such Incentive Stock Options shall remain unchanged.  In the absence of
such Regulations (and authority), or in the event such Regulations (or
authority) require or permit a designation of the options which shall cease to
constitute incentive stock options, Incentive Stock Options shall, to the
extent of such excess and in the order in which they were granted,
automatically be deemed to be Non-Qualified Stock Options, but all other terms
and provisions of such Incentive Stock Options shall remain unchanged.

               (2)     No Incentive Stock Option may be granted to an
individual if, at the time of the proposed grant, such individual owns stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Company or any of its "subsidiaries" (within the
meaning of Section 425 of the Code), unless (i) the exercise price of such
Incentive Stock Option is at least one hundred and ten percent of the Fair
Market Value of a share of Common Stock at the time such Incentive Stock
Option is granted and (ii) such Incentive Stock Option is not exercisable
after the expiration of five years from the date such Incentive Stock Option
is granted.

     (e)     Effect of Termination of Employment

               (1)     In the event that the employment of a Participant with
the Company shall terminate for any reason other than Cause, Disability or
death (i) Options granted to such Participant, to the extent that they were
exercisable at the time of such termination, shall remain exercisable until

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the expiration of one year after such termination, on which date they shall
expire, and (ii) Options granted to such Participant, to the extent that they
were not exercisable at the time of such termination, shall expire at the
close of business on the date of such termination; provided, however, that no
Option shall be exercisable after the expiration of its term.

               (2)     In the event that the employment of a Participant with
the Company shall terminate on account of the Disability or death of the
Participant (i) Options granted to such Participant, to the extent that they
were exercisable at the time of such termination, shall remain exercisable
until the expiration of one year after such termination, on which date they
shall expire, and (ii) Options granted to such Participant, to the extent that
they were not exercisable at the time of such termination, shall expire at the
close of business on the date of such termination; provided, however, that no
Option shall be exercisable after the expiration of its term.

               (3)     In the event of the termination of a Participant's
employment for Cause, all outstanding Options granted to such Participant
shall expire at the commencement of business on the date of such termination.

               (4)     As to Non-Employee Participants, all options shall
    remain outstanding according to their initial terms as granted regardless
of whether such Non-Employee Participant has ceased to provide services to the
Company.

     (f)     Acceleration of Exercise Date Upon Change in Control

          Upon the occurrence of a Change in Control, each Option granted
under the Plan and outstanding at such time shall become fully and immediately
exercisable and shall remain exercisable until its expiration, termination or
cancellation pursuant to the terms of the Plan.

     7.     Limited Stock Appreciation Rights

     The Committee may grant in connection with any Option granted hereunder
one or more LSARs relating to a number of shares of Common Stock equal to or
less than the number of shares of Common Stock subject to the related Option.
An LSAR may be granted at the same time as, or subsequent to the time that,
its related Option is granted.  Each LSAR shall be evidenced by an agreement
in such form as the Committee shall from time to time approve.  Each LSAR
granted hereunder shall be subject to the following terms and conditions:

     (a)     Benefit Upon Exercise

               (1)     The exercise of an LSAR relating to a Non-Qualified
Stock Option with respect to any number of shares of Common Stock shall
entitle the Participant to a cash payment, for each such share, equal to the
excess of (i) the greater of (A) the highest price per share of Common Stock
paid in the Change in Control in connection with which such LSAR became
exercisable and (B) the Fair Market Value of a share of Common Stock on the
date of such Change in Control over (ii) the exercise price of the related
Option.  Such payment shall be paid as soon as practical, but in no event
later than the expiration of five business days, after the effective date of
such exercise.



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               (2)     The exercise of an LSAR relating to an Incentive Stock
Option with respect to any number of shares of Common Stock shall entitle the
Participant to a cash payment, for each such share, equal to the excess of (i)
the Fair Market Value of a share of Common Stock on the effective date of such
exercise over (ii) the exercise price of the related Option.  Such payment
shall be paid as soon as practical, but in no event later than the expiration
of five business days, after the effective date of such exercise.

     (b)     Term and Exercise of LSARs

               (1)     An LSAR shall be exercisable only during the period
commencing on the first day following the occurrence of a Change in Control
and terminating on the expiration of sixty days after such date.
Notwithstanding the preceding sentence of this Section 7(b), in the event that
an LSAR held by any Participant who is or may be subject to the provisions of
Section 16(b) of the Exchange Act becomes exercisable prior to the expiration
of six months following the date on which it is granted, then the LSAR shall
also be exercisable during the period commencing on the first day immediately
following the expiration of such six month period and terminating on the
expiration of sixty days following such date.  Notwithstanding anything else
herein, an LSAR relating to an Incentive Stock Option may be exercised with
respect to a share of Common Stock only if the Fair Market Value of such share
on the effective date of such exercise exceeds the exercise price relating to
such share.  Notwithstanding anything else herein, an LSAR may be exercised
only if and to the extent that the Option to which it relates is exercisable.

               (2)     The exercise of an LSAR with respect to a number of
shares of Common Stock shall cause the immediate and automatic cancellation of
the Option to which it relates with respect to an equal number of shares.  The
exercise of an Option, or the cancellation, termination or expiration of an
Option (other than pursuant to this Paragraph (2)), with respect to a number
of shares of Common Stock, shall cause the cancellation of the LSAR related to
it with respect to an equal number of shares.

               (3)     Each LSAR shall be exercisable in whole or in part;
provided, that no partial exercise of an LSAR shall be for an aggregate
exercise price of less than $1,000.  The partial exercise of an LSAR shall not
cause the expiration, termination or cancellation of the remaining portion
thereof.  Upon the partial exercise of an LSAR, the agreements evidencing the
LSAR, the related Option and any Tandem SARs related to such Option shall be
returned to the Participant exercising such LSAR together with the payment
described in Paragraph 7(a)(1) or (2) hereof, as applicable.

               (4)     During the lifetime of a Participant, each LSAR granted
to him shall be exercisable only by him.  No LSAR shall be assignable or
transferable otherwise than by will, the laws of descent and distribution, or
pursuant to a qualified domestic relations order, and otherwise than together
with its related Option.

               (5)     An LSAR shall be exercised by delivering notice to the
Company's principal office, to the attention of its Secretary, no less than
three business days in advance of the effective date of the proposed exercise.
Such notice shall be accompanied by the applicable agreements evidencing the
LSAR, the related Option and any Tandem SARs relating to such Option, shall
specify the number of shares of Common Stock with respect to which the LSAR is
being exercised and the effective date of the proposed exercise and shall be
signed by the Participant.  The Participant may withdraw such notice at any

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time prior to the close of business on the business day immediately preceding
the effective date of the proposed exercise, in which case such agreements
shall be returned to him.

8.     Tandem Stock Appreciation Rights

     The Committee may grant in connection with any Option granted hereunder
one or more Tandem SARs relating to a number of shares of Common Stock equal
to or less than the number of shares of Common Stock subject to the related
Option.  A Tandem SAR may be granted at the same time as, or subsequent to the
time that, its related Option is granted.  Each Tandem SAR shall be evidenced
by an agreement in such form as the Committee shall from time to time approve.
Tandem SARs shall comply with and be subject to the following terms and
conditions:

     (a)     Benefit Upon Exercise

          The exercise of a Tandem SAR with respect to any number of shares of
Common Stock shall entitle a Participant to a cash payment, for each such
share, equal to the excess of (i) the Fair Market Value of a share of Common
Stock on the effective date of such exercise over (ii) the exercise price of
the related Option.  Such payment shall be paid as soon as practical, but in
no event later than the expiration of five business days, after the effective
date of such exercise.

     (b)     Term and Exercise of Tandem SAR

               (1)     A Tandem SAR shall be exercisable at the same time and
to the same extent (on a proportional basis, with any fractional amount being
rounded down to the immediately preceding whole number) as its related Option.
Notwithstanding the first sentence of this Paragraph 8(b)(1), (i) a Tandem SAR
shall not be exercisable at any time that an LSAR related to the Option to
which the Tandem SAR is related is exercisable and (ii) a Tandem SAR relating
to an Incentive Stock Option may be exercised with respect to a share of
Common Stock only if the Fair Market Value of such share on the effective date
of such exercise exceeds the exercise price relating to such share.

               (2)     Notwithstanding the first sentence of Paragraph 8(b)(1)
hereof, the Committee may, in its absolute discretion, grant one or more
Tandem SARs which shall not become exercisable unless and until the
Participant to whom such Tandem SAR is granted is, in the determination of the
Committee, subject to Section 16(b) of the Exchange Act and which shall cease
to be exercisable if and at the time that the Participant ceases, in the
determination of the Committee, to be subject to such Section 16(b).

               (3)     The exercise of a Tandem SAR with respect to a number
of shares of Common Stock shall cause the immediate and automatic cancellation
of its related Option with respect to an equal number of shares.  The exercise
of an Option, or the cancellation, termination or expiration of an Option
(other than pursuant to this Paragraph (3)), with respect to a number of
shares of Common Stock shall cause the automatic and immediate cancellation of
its related Tandem SARs to the extent that the number of shares of Common
Stock subject to such Option after such exercise, cancellation, termination or
expiration is less than the number of shares subject to such Tandem SARs.
Such Tandem SARs shall be canceled in the order in which they became
exercisable.

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               (4)     Each Tandem SAR shall be exercisable in whole or in
part; provided, that no partial exercise of a Tandem SAR shall be for an
aggregate exercise price of less than $1,000.  The partial exercise of a
Tandem SAR shall not cause the expiration, termination or cancellation of the
remaining portion thereof.  Upon the partial exercise of a Tandem SAR, the
agreements evidencing such Tandem SAR, its related Option and LSARs relating
to such Option shall be returned to the Participant exercising such Tandem SAR
together with the payment described in Section 8(a) hereof.

               (5)     During the lifetime of a Participant, each Tandem SAR
granted to him shall be exercisable only by him.  No Tandem SAR shall be
assignable or transferable otherwise than by will, the laws of descent and
distribution, or pursuant to a qualified domestic relations order, and
otherwise than together with its related Option.

               (6)     A Tandem SAR shall be exercised by delivering notice to
the Company's principal office, to the attention of its Secretary, no less
than three business days in advance of the effective date of the proposed
exercise.  Such notice shall be accompanied by the applicable agreements
evidencing the Tandem SAR, its related Option and any LSARs related to such
Option, shall specify the number of shares of Common Stock with respect to
which the Tandem SAR is being exercised and the effective date of the proposed
exercise and shall be signed by the Participant.  The Participant may withdraw
such notice at any time prior to the close of business on the business day
immediately preceding the effective date of the proposed exercise, in which
case such agreements shall be returned to him.

9.     Stand-Alone Stock Appreciation Rights

     The Committee may grant Stand-Alone SARs pursuant to the Plan, which
Stand-Alone SARs shall be evidenced by agreements in such form as the
Committee shall from time to time approve.  Stand-Alone SARs shall comply with
and be subject to the following terms and conditions:

     (a)     Exercise Price

          The exercise price of any Stand-Alone SAR granted under the Plan
shall be determined by the Committee at the time of the grant of such Stand-
Alone SAR.

     (b)     Benefit Upon Exercise

          The exercise of a Stand-Alone SAR with respect to any number of
shares of Common Stock prior to the occurrence of a Change in Control shall
entitle a Participant to a cash payment, for each such share, equal to the
excess of (i) the Fair Market Value of a share of Common Stock on the exercise
date over (ii) the exercise price of the Stand-Alone SAR.  The exercise of a
Stand-Alone SAR with respect to any number of shares of Common Stock upon or
after the occurrence of a Change in Control shall entitle a Participant to a
cash payment, for each such share, equal to the excess of (i) the greater of
(A) the highest price per share of Common Stock paid in connection with such
Change in Control and (B) the Fair Market Value of a share of Common Stock on
the date of such Change in Control over (ii) the exercise price of the Stand-
Alone SAR.  Such payments shall be paid as soon as practical, but in no event
later than five business days, after the effective date of the exercise.

<PAGE>



     (c)     Term and Exercise of Stand-Alone SARs

               (1)     Each Stand-Alone SAR shall be exercisable on such date
or dates, during such period and for such number of shares of Common Stock as
shall be determined by the Committee and set forth in the Stand-Alone SAR
agreement with respect to such Stand-Alone SAR; provided, however, that no
Stand-Alone SAR shall be exercisable after the expiration of ten years from
the date such Stand-Alone SAR was granted; and, provided, further, that each
Stand-Alone SAR shall be subject to earlier termination, expiration or
cancellation as provided in the Plan.

               (2)     Each Stand-Alone SAR may be exercised in whole or in
part; provided, that no partial exercise of a Stand-Alone SAR shall be for an
aggregate exercise price of less than $1,000.  The partial exercise of a
Stand-Alone SAR shall not cause the expiration, termination or cancellation of
the remaining portion thereof.  Upon the partial exercise of a Stand-Alone
SAR, the agreement evidencing such Stand-Alone SAR shall be returned to the
Participant exercising such Stand-Alone SAR together with the payment
described in Section 9(b) hereof.

               (3)     A Stand-Alone SAR shall be exercised by delivering
notice to the Company's principal office, to the attention of its Secretary,
no less than three business days in advance of the effective date of the
proposed exercise.  Such notice shall be accompanied by the applicable
agreement evidencing the Stand-Alone SAR, shall specify the number of shares
of Common Stock with respect to which the Stand-Alone SAR is being exercised
and the effective date of the proposed exercise and shall be signed by the
Participant.  The Participant may withdraw such notice at any time prior to
the close of business on the business day immediately preceding the effective
date of the proposed exercise, in which case the agreement evidencing the
Stand-Alone SAR shall be returned to him.

               (4)     During the lifetime of a Participant, each Stand-Alone
SAR granted to him shall be exercisable only by him.  No Stand-Alone SAR shall
be assignable or transferable otherwise than by will, the laws of descent and
distribution, or pursuant to a qualified domestic relations order.

     (d)     Effect of Termination of Employment

               (1)     In the event that the employment of a Participant with
the Company shall terminate for any reason other than Cause, Disability or
death (i) Stand-Alone SARs granted to such Participant, to the extent that
they were exercisable at the time of such termination, shall remain
exercisable until the expiration of one year after such termination, on which
date they shall expire, and (ii) Stand-Alone SARs granted to such Participant,
to the extent that they were not exercisable at the time of such termination,
shall expire at the close of business on the date of such termination;
provided, however, that no Stand-Alone SAR shall be exercisable after the
expiration of its term.

               (2)     In the event that the employment of a Participant with
the Company shall terminate on account of the Disability or death of the
Participant (i) Stand-Alone SARs granted to such Participant, to the extent
that they were exercisable at the time of such termination, shall remain
exercisable until the expiration of one year after such termination, on which
date they shall expire, and (ii) Stand-Alone SARs granted to such Participant,
to the extent that they were not exercisable at the time of such termination,

<PAGE>



shall expire at the close of business on the date of such termination;
provided, however, that no Stand-Alone SAR shall be exercisable after the
expiration of its term.

               (3)     In the event of the termination of a Participant's
employment for Cause, all outstanding Stand-Alone SAR's granted to such
Participant shall expire at the commencement of business on the date of such
termination.

               (4)     As to Non-Employee Participants, all Stand Alone
  SAR's shall remain outstanding according to their initial terms as granted
regardless of whether such Non-Employee Participant has ceased to provide
services to the Company.

     (e)     Acceleration of Exercise Date Upon Change in Control

          Upon the occurrence of a Change in Control, each Stand-Alone SAR
granted under the Plan and outstanding at such time shall become fully and
immediately exercisable and shall remain exercisable until its expiration,
termination or cancellation pursuant to the terms of the Plan.

10.     Restricted Stock

     The Committee may grant shares of Restricted Stock pursuant to the Plan.
Each grant of shares of Restricted Stock shall be evidenced by an agreement in
such form as the Committee shall from time to time approve.  Each grant of
shares of Restricted Stock shall comply with and be subject to the following
terms and conditions:

     (a)     Issue Date and Vesting Date

          At the time of the grant of shares of Restricted Stock, the
Committee shall establish an Issue Date or Issue Dates and a Vesting Date or
Vesting Dates with respect to such shares.  The Committee may divide such
shares into classes and assign a different Issue Date and/or Vesting Date for
each class.  Except as provided in Sections 10(c) and 10(f) hereof, upon the
occurrence of the Issue Date with respect to a share of Restricted Stock, a
share of Restricted Stock shall be issued in accordance with the provisions of
Section 10(d) hereof.  Provided that all conditions to the vesting of a share
of Restricted Stock imposed pursuant to Section 10(b) hereof are satisfied,
and except as provided in Sections 10(c) and 10(f) hereof, upon the occurrence
of the Vesting Date with respect to a share of Restricted Stock, such share
shall vest and the restrictions of Section 10(c) hereof shall cease to apply
to such share.

     (b)     Conditions to Vesting

          At the time of the grant of shares of Restricted Stock, the
Committee may impose such restrictions or conditions, not inconsistent with
the provisions hereof, to the vesting of such shares as it, in its absolute
discretion deems appropriate.; provided, however, that in the event the
Company issues shares of Restricted Stock to a Participant as compensation for
services performed for the Company in the past, such shares of Restricted
Stock shall vest immediately upon issuance.  By way of example and not by way
of limitation, the Committee may require, as a condition to the vesting of any
class or classes of shares of Restricted Stock, that the Participant or the
Company achieve certain performance criteria, such criteria to be specified by
the Committee at the time of the grant of such shares.

<PAGE>



     (c)     Restrictions on Transfer Prior to Vesting

          Prior to the vesting of a share of Restricted Stock, no transfer of
a Participant's rights with respect to such shares, whether voluntary or
involuntary, by operation of law or otherwise, shall vest the transferee with
any interest or right in or with respect to such share, but immediately upon
any attempt to transfer such rights, such share, and all of the rights related
thereto, shall be forfeited by the Participant and the transfer shall be of no
force or effect.

     (d)     Issuance of Certificates

               (1)     Except as provided in Sections 10(c) or 10(f) hereof,
reasonably promptly after the Issue Date with respect to shares of Restricted
Stock, the Company shall cause to be issued a stock certificate, registered in
the name of the Participant to whom such shares were granted, evidencing such
shares; provided, that the Company shall not cause to be issued such a stock
certificate unless it has received a stock power duly endorsed in blank with
respect to such shares.  Each such stock certificate shall bear the following
legend:

               The transferability of this certificate and the shares of stock
represented hereby are subject to the restrictions, terms and conditions
(including forfeiture and restrictions against transfer) contained in the eCom
eCom.com, Inc. First Stock Incentive Plan and an Agreement entered into
between the registered owner of such shares and eCom eCom.com, Inc.  Copies of
the Plan and Agreement are on file in the office of the Secretary of eCom
eCom.com, Inc.

          Such legend shall not be removed from the certificate evidencing
such shares until such shares vest pursuant to the terms hereof.

               (2)     Each certificate issued pursuant to Paragraph (10(d)(1)
hereof, together with the stock powers relating to the shares of Restricted
Stock evidenced by such certificate, shall be deposited by the Company with a
custodian designated by the Company.  The Company shall cause such custodian
to issue to the Participant a receipt evidencing the certificates held by it
which are registered in the name of the Participant.

     (e)     Consequences Upon Vesting

          Upon the vesting of a share of Restricted Stock pursuant to the
terms hereof, the restrictions of Section 10(c) hereof shall cease to apply to
such share.  Reasonably promptly after a share of Restricted Stock vests
pursuant to the terms hereof, the Company shall cause to be issued and
delivered to the Participant to whom such shares were granted, a certificate
evidencing such share, free of the legend set forth in Paragraph 10(d)(1)
hereof, together with any other property of the Participant held by the
custodian pursuant to Section 14(b) hereof.

     (f)     Effect of Termination of Employment

               (1)     In the event that the employment of a Participant with
the Company shall terminate for any reason other than Cause prior to the
vesting of shares of Restricted Stock granted to such Participant, a
proportion of such shares, to the extent not forfeited or canceled on or prior
to such termination pursuant to any provision hereof, shall vest on the date

<PAGE>




of such termination.  The proportion referred to in the preceding sentence
shall be determined by the Committee at the time of the grant of such shares
of Restricted Stock and may be based on the achievement of any conditions
imposed by the Committee with respect to such shares pursuant to Section
10(b).  Such proportion may be equal to zero.

               (2)     In the event of the termination of a Participant's
employment for Cause, all shares of Restricted Stock granted to such
Participant which have not vested as of the date of such termination shall
immediately be forfeited.

     (g)     Effect of Change in Control

          Upon the occurrence of a Change in Control, all shares of Restricted
Stock which have not theretofore vested (including those with respect to which
the Issue Date has not yet occurred), or been canceled or forfeited pursuant
to any provision hereof, shall immediately vest.

11.     Phantom Stock

     The Committee may grant shares of Phantom Stock pursuant to the Plan.
Each grant of shares of Phantom Stock shall be evidenced by an agreement in
such form as the Committee shall from time to time approve.  Each grant of
shares of Phantom Stock shall comply with and be subject to the following
terms and conditions:

     (a)     Vesting Date

          At the time of the grant of shares of Phantom Stock, the Committee
shall establish a Vesting Date or Vesting Dates with respect to such shares.
The Committee may divide such shares into classes and assign a different
Vesting Date for each class.  Provided that all conditions to the vesting of a
share of Phantom Stock imposed pursuant to Section 11(c) hereof are satisfied,
and except as provided in Section 11(d) hereof, upon the occurrence of the
Vesting Date with respect to a share of Phantom Stock, such share shall vest.

     (b)     Benefit Upon Vesting

          Upon the vesting of a share of Phantom Stock, a Participant shall be
entitled to receive in cash, within 30 days of the date on which such share
vests, an amount in cash in a lump sum equal to the sum of (i) the Fair Market
Value of a share of Common Stock of the Company on the date on which such
share of Phantom Stock vests and (ii) the aggregate amount of cash dividends
paid with respect to a share of Common Stock of the Company during the period
commencing on the date on which the share of Phantom Stock was granted and
terminating on the date on which such share vests.

     (c)     Conditions to Vesting

          At the time of the grant of shares of Phantom Stock, the Committee
may impose such restrictions or conditions, not inconsistent with the
provisions hereof, to the vesting of such shares as it, in its absolute
discretion deems appropriate.  By way of example and not by way of limitation,
the Committee may require, as a condition to the vesting of any class or
classes of shares of Phantom Stock, that the Participant or the Company
achieve certain performance criteria, such criteria to be specified by the
Committee at the time of the grant of such shares.

<PAGE>



     (d)     Effect of Termination of Employment

               (1)     In the event that the employment of a Participant with
the Company shall terminate for any reason other than Cause prior to the
vesting of shares of Phantom Stock granted to such Participant, a proportion
of such shares, to the extent not forfeited or canceled on or prior to such
termination pursuant to any provision hereof, shall vest on the date of such
termination.  The proportion referred to in the preceding sentence shall be
determined by the Committee at the time of the grant of such shares of Phantom
Stock and may be based on the achievement of any conditions imposed by the
Committee with respect to such shares pursuant to Section 11(c).  Such
proportion may be equal to zero.

               (2)     In the event of the termination of a Participant's
employment for Cause, all shares of Phantom Stock granted to such Participant
which have not vested as of the date of such termination shall immediately be
forfeited.

     (e)     Effect of Change in Control

          Upon the occurrence of a Change in Control, all shares of Phantom
Stock which have not theretofore vested, or been canceled or forfeited
pursuant to any provision hereof, shall immediately vest.

12.     Stock Bonuses

     The Committee shall grant Stock Bonuses in such amounts as it shall
determine from time to time.  A Stock Bonus shall be paid at such time and
subject to such conditions as the Committee shall determine at the time of the
grant of such Stock Bonus.  Certificates for shares of Common Stock granted as
a Stock Bonus shall be issued in the name of the Participant to whom such
grant was made and delivered to such Participant as soon as practicable after
the date on which such Stock Bonus is required to be paid.

13.     Cash Bonuses

     The Committee may, in its absolute discretion, grant, in connection with
any grant of Restricted Stock or Stock Bonus or at any time thereafter, a cash
bonus, payable promptly after the date on which the Participant is required to
recognize income for federal income tax purposes in connection with such
Restricted Stock or Stock Bonus, in such amounts as the Committee shall
determine from time to time; provided however, that in no event shall the
amount of a Cash Bonus exceed the Fair Market Value of the related shares of
Restricted Stock or Stock Bonus on such date.  A Cash Bonus shall be subject
to such conditions as the Committee shall determine at the time of the grant
of such Cash Bonus.

14.     Adjustment Upon Changes in Common Stock

     (a)     Shares Available for Grants

          In the event of any change in the number of shares of Common Stock
outstanding by reason of any stock dividend or split, recapitalization,
merger, consolidation, combination or exchange of shares or similar corporate
change, the maximum aggregate number of shares of Common Stock with respect to
which the Committee may grant Options, Stand-Alone SARs, shares of Restricted
Stock, shares of Phantom Stock and Stock Bonuses shall be appropriately

<PAGE>




adjusted by the Committee.  In the event of any change in the number of shares
of Common Stock outstanding by reason of any other event or transaction, the
Committee may, but need not, make such adjustments in the number and class of
shares of Common Stock with respect to which Options, Stand-Alone SARs, shares
of Restricted Stock, shares of Phantom Stock and Stock Bonuses may be granted
as the Committee may deem appropriate.

     (b)     Outstanding Restricted Stock and Phantom Stock

          Unless the Committee in its absolute discretion otherwise
determines, any securities or other property (including dividends paid in
cash) received by a Participant with respect to a share of Restricted Stock,
the Issue Date with respect to which occurs prior to such event, but which has
not vested as of the date of such event, as the result of any dividend, stock
split, recapitalization, merger, consolidation, combination, exchange of
shares or otherwise will not vest until such share of Restricted Stock vests,
and shall be promptly deposited with the custodian designated pursuant to
Paragraph 10(d)(2) hereof.

          The Committee may, in its absolute discretion, adjust any grant of
shares of Restricted Stock, the Issue Date with respect to which has not
occurred as of the date of the occurrence of any of the following events, or
any grant of shares of Phantom Stock, to reflect any dividend, stock split,
recapitalization, merger, consolidation, combination, exchange of shares or
similar corporate change as the Committee may deem appropriate to prevent the
enlargement or dilution of rights of Participants under the grant.

     (c)     Outstanding Options, LSARs, Tandem SARs and Stand-Alone SARs--
Increase or Decrease in Issued Shares Without Consideration

          Subject to any required action by the shareholders of the Company,
in the event of any increase or decrease in the number of issued shares of
Common Stock resulting from a subdivision or consolidation of shares of Common
Stock or the payment of a stock dividend (but only on the shares of Common
Stock), or any other increase or decrease in the number of such shares
effected without receipt of consideration by the Company, the Committee shall
proportionally adjust the number of shares of Common Stock subject to each
outstanding Option, LSAR, Tandem SAR and Stand-Alone SAR, and the exercise
price per share of Common Stock of each such Option, LSAR, Tandem SAR and
Stand-Alone SAR.

     (d)     Outstanding Options, LSARs, Tandem SARs and Stand-Alone SARs--
Certain Mergers

          Subject to any required action by the shareholders of the Company,
in the event that the Company shall be the surviving corporation in any merger
or consolidation (except a merger or consolidation as a result of which the
holders of shares of Common Stock receive securities of another corporation),
each Option, LSAR, Tandem SAR and Stand-Alone SAR outstanding on the date of
such merger or consolidation shall pertain to and apply to the securities
which a holder of the number of shares of Common Stock subject to such Option,
LSAR, Tandem SAR or Stand-Alone SAR would have received in such merger or
consolidation.

     (e)     Outstanding Options, LSARs, Tandem SARs and Stand-Alone SARs--
Certain Other Transactions

<PAGE>



          In the event of (i) a dissolution or liquidation of the Company,
(ii) a sale of all or substantially all of the Company's assets, (iii) a
merger or consolidation involving the Company in which the Company is not the
surviving corporation or (iv) a merger or consolidation involving the Company
in which the Company is the surviving corporation but the holders of shares of
Common Stock receive securities of another corporation and/or other property,
including cash, the Committee shall, in its absolute discretion, have the
power to:

               (i)     cancel, effective immediately prior to the occurrence
of such event, each Option (including each LSAR and Tandem SAR related
thereto) and Stand-Alone SAR outstanding immediately prior to such event
(whether or not then exercisable), and, in full consideration of such
cancellation, pay to the Participant to whom such Option or Stand-Alone SAR
was granted an amount in cash, for each share of Common Stock subject to such
Option or Stand-Alone SAR, respectively, equal to the excess of (A) the value,
as determined by the Committee in its absolute discretion, of the property
(including cash) received by the holder of a share of Common Stock as a result
of such event over (B) the exercise price of such Option or Stand-Alone SAR;
or

               (ii)     provide for the exchange of each Option (including any
related LSAR or Tandem SAR) and Stand-Alone SAR outstanding immediately prior
to such event (whether or not then exercisable) for an option on or stock
appreciation right with respect to, as appropriate, some or all of the
property for which such Option or Stand-Alone SAR is exchanged and, incident
thereto, make an equitable adjustment as determined by the Committee in its
absolute discretion in the exercise price of the option or stock appreciation
right, or the number of shares or amount of property subject to the option or
stock appreciation right or, if appropriate, provide for a cash payment to the
Participant to whom such Option or Stand-Alone SAR was granted in partial
consideration for the exchange of the Option or Stand-Alone SAR.

     (f)     Outstanding Options, LSARs, Tandem SARs and Stand-Alone SARs--
Other Changes

          In the event of any change in the capitalization of the Company or
corporate change other than those specifically referred to in Section 14(c),
(d) or (e) hereof, the Committee may, in its absolute discretion, make such
adjustments in the number and class of shares subject to Options, LSARs,
Tandem SARs or Stand-Alone SARs outstanding on the date on which such change
occurs and in the per share exercise price of each such Option, LSAR, Tandem
SAR and Stand-Alone SAR as the Committee may consider appropriate to prevent
dilution or enlargement of rights.

     (g)     No Other Rights

          Except as expressly provided in the Plan, no Participant shall have
any rights by reason of any subdivision or consolidation of shares of stock of
any class, the payment of any dividend, any increase or decrease in the number
of shares of stock of any class or any dissolution, liquidation, merger or
consolidation of the Company or any other corporation.  Except as expressly
provided in the Plan, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to the
number of shares of Common Stock subject to an Incentive Award or the exercise
price of any Option, LSAR, Tandem SAR or Stand-Alone SAR.

<PAGE>



15.     Rights as a Shareholder

     No person shall have any rights as a shareholder with respect to any
shares of Common Stock covered by or relating to any Incentive Award granted
pursuant to this Plan until the date of the issuance of a stock certificate
with respect to such shares.  Except as otherwise expressly provided in
Section 14 hereof, no adjustment to any Incentive Award shall be made for
dividends or other rights for which the record date occurs prior to the date
such stock certificate is issued.

16.     No Special Employment Rights; No Right to Incentive Award

     Nothing contained in the Plan or any Incentive Award shall confer upon
any Participant any right with respect to the continuation of his employment
by the Company or interfere in any way with the right of the Company, subject
to the terms of any separate employment agreement to the contrary, at any time
to terminate such employment or to increase or decrease the compensation of
the Participant from the rate in existence at the time of the grant of an
Incentive Award.

     No person shall have any claim or right to receive an Incentive Award
hereunder.  The Committee's granting of an Incentive Award to a Participant at
any time shall neither require the Committee to grant an Incentive Award to
such Participant or any other Participant or other person at any time nor
preclude the Committee from making subsequent grants to such Participant or
any other Participant or other person.

17.     Securities Matters

          (a)     The Company shall be under no obligation to effect the
registration pursuant to the Securities Act of any shares of Common Stock to
be issued hereunder or to effect similar compliance under any state laws.
Notwithstanding anything herein to the contrary, the Company shall not be
obligated to cause to be issued or delivered any certificates evidencing
shares of Common Stock pursuant to the Plan unless and until the Company is
advised by its counsel that the issuance and delivery of such certificates is
in compliance with all applicable laws, regulations of governmental authority
and the requirements of any securities exchange on which shares of Common
Stock are traded.  The Committee may require, as a condition of the issuance
and delivery of certificates evidencing shares of Common Stock pursuant to the
terms hereof, that the recipient of such shares make such covenants,
agreements and representations, and that such certificates bear such legends,
as the Committee, in its sole discretion, deems necessary or desirable.

          (b)     The exercise of any Option granted hereunder shall only be
effective at such time as counsel to the Company shall have determined that
the issuance and delivery of shares of Common Stock pursuant to such exercise
is in compliance with all applicable laws, regulations of governmental
authority and the requirements of any securities exchange on which shares of
Common Stock are traded.  The Company may, in its sole discretion, defer the
effectiveness of any exercise of an Option granted hereunder in order to allow
the issuance of shares of Common stock pursuant thereto to be made pursuant to
registration or an exemption from the registration or other methods for
compliance available under federal or state securities laws.  The Company
shall inform the Participant in writing of its decision to defer the
effectiveness of the exercise of an Option granted hereunder.  During the
period that the effectiveness of the exercise of an Option has been deferred,

<PAGE>




the Participant may, by written notice, withdraw such exercise and obtain the
refund of any amount paid with respect thereto.

          (c)  With respect to persons subject to Section 16 of the Securities
Exchange Act of 1934, transactions under this Plan are intended to comply with
all applicable conditions of Rule 16b-3 or its successors under the Exchange
Act.  To the extent any provision of the Plan or action by the Committee fails
to so comply, it shall be deemed null and void, to the extent permitted by law
and deemed advisable by the Committee.

18.     Withholding Taxes

     (a)     Cash Remittance

          Whenever shares of Common Stock are to be issued upon the exercise
of an Option, the occurrence of the Issue Date or Vesting Date with respect to
a share of Restricted Stock or the payment of a Stock Bonus, the Company shall
have the right to require the Participant to remit to the Company in cash an
amount sufficient to satisfy federal, state and local withholding tax
requirements, if any, attributable to such exercise, occurrence or payment
prior to the delivery of any certificate or certificates for such shares.  In
addition, upon the exercise of an LSAR, Tandem SAR or Stand-Alone Sar, the
grant of a Cash Bonus or the making of a payment with respect to a share of
Phantom Stock, the Company shall have the right to withhold from any cash
payment required to be made pursuant thereto an amount sufficient to satisfy
the federal, state and local withholding tax requirements.

     (b)     Stock Remittance

          At the election of the Participant, subject to the approval of the
Committee, when shares of Common Stock are to be issued upon the exercise of
an Option, the occurrence of the Issue Date or the Vesting Date with respect
to a share of Restricted Stock or the grant of a Stock Bonus, in lieu of the
remittance required by Section 18(a) hereof, the Participant may tender to the
Company a number of shares of Common Stock determined by such Participant, the
Fair Market Value of which at the tender date the Committee determines to be
sufficient to satisfy the federal, state and local withholding tax
requirements, if any, attributable to such exercise, occurrence or grant and
not greater than the Participant's estimated total federal, state and local
tax obligations associated with such exercise, occurrence or grant.

     (c)     Stock Withholding

          At the election of the Participant, subject to the approval of the
Committee, when shares of Common Stock are to be issued upon the exercise of
an Option, the occurrence of the Issue Date or the Vesting Date with respect
to a share of Restricted Stock or the grant of a Stock Bonus, in lieu of the
remittance required by Section 18(a) hereof, the Company shall withhold a
number of such shares determined by such Participant, the Fair Market Value of
which at the exercise date the Committee determines to be sufficient to
satisfy the federal, state and local withholding tax requirements, if any,
attributable to such exercise, occurrence or grant and is not greater than the
Participant's estimated total federal, state and local tax obligations
associated with such exercise, occurrence or grant.

<PAGE>



     (d)     Timing and Method of Elections

          Notwithstanding any other provisions of the Plan, a Participant who
is subject to Section 16(b) of the Exchange Act may not make either of the
elections described in Sections 18(b) and (c) hereof prior to the expiration
of six months after the date on which the applicable Option, share of
Restricted Stock or Stock Bonus was granted, except in the event of the death
or Disability of the Participant, unless the Company is advised by its counsel
that such election(s) may be permitted pursuant to Section 16 of the Exchange
Act or any rule or interpretation of the U.S. Securities and Exchange
Commission thereunder.  A Participant who is subject to Section 16(b) of the
Exchange Act may not make such elections other than (i) during the 10-day
window period beginning on the third business day following the date of
release for publication of the Company's quarterly and annual summary
statements of sales and earnings and ending on the twelfth business day
following such date or (ii) at least six months prior to the date as of which
the income attributable to the exercise of such Option is recognized under the
Code.  Such election shall be irrevocable and shall be made by the delivery to
the Company's principal office, to the attention of its Secretary, of a
written notice signed by the Participant.

19.     Amendment of the Plan

     The Board of Directors may at any time suspend or terminate the Plan or
revise or amend it in any respect whatsoever; provided, however, that the Plan
may not be amended more than once every six months other than to comport with
changes in the Code, the Employee Retirement Income Security Act, or the rules
thereunder, or any other laws or regulations.

20.     No Obligation to Exercise

     The grant to a Participant of an Option, LSAR, Tandem SAR or Stand-Alone
SAR shall impose no obligation upon such Participant to exercise such Option,
LSAR, Tandem SAR or Stand-Alone SAR.

21.     Transfers Upon Death or Pursuant to a Qualified Domestic
Relations Order

     Upon the death of a Participant or pursuant to a qualified domestic
relations order, outstanding Incentive Awards granted to such Participant may
be exercised only by the executors or administrators of the Participant's
estate or by any person or persons who shall have acquired such right to
exercise by will, the laws of descent and distribution, or pursuant to a
qualified domestic relations order.  No transfer by will, the laws of descent
and distribution, or pursuant to a qualified domestic relations order, of any
Incentive Award, or the right to exercise any Incentive Award, shall be
effective to bind the Company unless the Committee shall have been furnished
with (a) written notice thereof and with a copy of the will, order, and/or
such evidence as the Committee may deem necessary to establish the validity of
the transfer and (b) an agreement by the transferee to comply with all the
terms and conditions of the Incentive Award that are or would have been
applicable to the Participant and to be bound by the acknowledgements made by
the Participant in connection with the grant of the Incentive Award.



<PAGE>



22.     Expenses and Receipts

     The expenses of the Plan shall be paid by the Company.  Any proceeds
received by the Company in connection with any Incentive Award will be used
for general corporate purposes.

23.     Participant's Failure to Comply

     In addition to the remedies of the Company elsewhere provided for herein,
failure by a Participant to comply with any of the terms and conditions of the
Plan or the agreement executed by such Participant evidencing an Incentive
Award, unless such failure is remedied by such Participant within ten days
after having been notified of such failure by the Committee, shall be grounds
for the cancellation and forfeiture of such Incentive Award, in whole or in
part, as the Committee, in its absolute discretion, may determine.

24.     Effective Date and Term of Plan

     The Plan shall be effective as of January 1, 1999.  The Plan shall
terminate on December 31, 2008 unless earlier terminated pursuant to Section
19.  No grants may be made under the Plan after December 31, 2008.