Centennial Technologies, Inc.

                            1999 STOCK INCENTIVE PLAN

1. PURPOSE

         The  purpose  of  this  1999  Stock  Incentive  Plan  (the  "Plan")  of
Centennial  Technologies,  Inc., a Delaware  corporation (the "Company"),  is to
advance the interests of the Company's  stockholders  by enhancing the Company's
ability to attract,  retain and  motivate  persons who make (or are  expected to
make)  important  contributions  to the Company by  providing  such persons with
equity  ownership  opportunities  and  performance-based  incentives and thereby
better  aligning  the  interests  of such  persons  with those of the  Company's
stockholders.  Except where the context otherwise  requires,  the term "Company"
shall include any of the Company's present or future subsidiary  corporations as
defined in Section 424(f) of the Internal Revenue Code of 1986, as amended,  and
any regulations promulgated thereunder (the "Code").

2. ELIGIBILITY

         All of the Company's employees,  officers,  directors,  consultants and
advisors (and any  individuals  who have accepted an offer for  employment)  are
eligible to be granted options,  restricted stock awards,  or other  stock-based
awards (each,  an "Award")  under the Plan.  Each person who has been granted an
Award under the Plan shall be deemed a "Participant".

3. ADMINISTRATION, DELEGATION

         ADMINISTRATION BY BOARD OF DIRECTORS.  The Plan will be administered by
the Board of  Directors  of the  Company  (the  "Board").  The Board  shall have
authority  to grant  Awards and to adopt,  amend and repeal such  administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Board  may  correct  any  defect,  supply  any  omission  or  reconcile  any
inconsistency  in the Plan or any Award in the manner and to the extent it shall
deem  expedient to carry the Plan into effect and it shall be the sole and final
judge  of such  expediency.  All  decisions  by the  Board  shall be made in the
Board's sole  discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award.  No director or person acting
pursuant to the authority  delegated by the Board shall be liable for any action
or determination relating to or under the Plan made in good faith.

         DELEGATION TO EXECUTIVE OFFICERS. To the extent permitted by applicable
law, the Board or any Committee (as defined in Section 3(c)) may delegate to one
or more  executive  officers  of the  Company  the  power to make  Awards to new
employees of the Company, excluding directors and officers, and to exercise such
other powers under the Plan as the Board may determine,  provided that the Board
shall fix the maximum  number of shares subject to Awards and the maximum number
of shares for any one Participant to be made by such executive officers.

         APPOINTMENT OF COMMITTEES.  To the extent  permitted by applicable law,
the Board shall appoint a committee or subcommittee of the Board (a "Committee")
of not  less  than two  members,  each  member  of  which  shall be an  "outside
director"  within the meaning of Section 162(m) of the Code and a  "non-employee
director" as defined in Rule 16b-3 promulgated under the Securities Exchange Act
of 1934 (the  "Exchange  Act").  All references in the Plan to the "Board" shall
mean the Board or a Committee of the Board or the executive  officer referred to
in Section  3(b) to the extent that the Board's  powers or  authority  under the
Plan have been delegated to such Committee or executive officer.

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4. STOCK AVAILABLE FOR AWARDS

         NUMBER OF SHARES.  Subject to adjustment under Section 8, Awards may be
made under the Plan for up to 1,000,000  shares of common stock,  $.01 par value
per share,  of the Company  (the  "Common  Stock").  If any Award  expires or is
terminated,  surrendered or canceled  without having been fully  exercised or is
forfeited in whole or in part or results in any Common  Stock not being  issued,
the unused  Common Stock  covered by such Award shall again be available for the
grant of Awards under the Plan, subject, however, in the case of Incentive Stock
Options (as  hereinafter  defined),  to any limitation  required under the Code.
Shares issued under the Plan may consist in whole or in part of  authorized  but
unissued shares or treasury shares.

         PER-PARTICIPANT  LIMIT.  Subject  to  adjustment  under  Section 8, the
maximum  number of shares of Common  Stock with  respect to which  Awards may be
granted to any  Participant  under the Plan shall be 500,000 per calendar  year.
The per-Participant  limit described in this Section 4(b) shall be construed and
applied consistently with Section 162(m) of the Code ("Section 162(m)").

5. STOCK OPTIONS

         GENERAL. The Board may grant options to purchase Common Stock (each, an
"Option")  and  determine  the number of shares of Common Stock to be covered by
each  Option,  the  exercise  price  of  each  Option  and  the  conditions  and
limitations  applicable  to the  exercise of each Option,  including  conditions
relating  to  applicable  federal  or state  securities  laws,  as it  considers
necessary or advisable. An Option which is not intended to be an Incentive Stock
Option (as  hereinafter  defined)  shall be  designated  a  "Nonstatutory  Stock
Option".

         INCENTIVE  STOCK  OPTIONS.  An Option  that the Board  intends to be an
"incentive  stock  option" as defined in Section 422 of the Code (an  "Incentive
Stock  Option")  shall only be granted to  employees of the Company and shall be
subject to and shall be construed  consistently with the requirements of Section
422 of the Code.  The Company shall have no liability to a  Participant,  or any
other  party,  if an Option (or any part  thereof)  which is  intended  to be an
Incentive Stock Option is not an Incentive Stock Option.

         EXERCISE  PRICE.  The Board shall  establish the exercise  price at the
time each Option is granted and specify it in the applicable  option  agreement;
provided,  however,  that the exercise  price shall be not less than 100% of the
fair market value of the Common Stock,  as determined by the Board,  at the time
the Option is granted.

         DURATION OF OPTIONS. Each Option shall be exercisable at such times and
subject to such terms and  conditions as the Board may specify in the applicable
option agreement;  provided,  however, that no Option will be granted for a term
in excess of 10 years.

         EXERCISE OF OPTION. Options may be exercised by delivery to the Company
of a written notice of exercise signed by the proper person or by any other form
of notice  (including  electronic  notice)  approved by the Board  together with
payment in full as  specified in Section 5(f) for the number of shares for which
the Option is  exercised.  No Option that is  classified  as an Incentive  Stock
Option may be exercised within one year of the date of grant of such Option.

         PAYMENT UPON EXERCISE.  Common Stock  purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:

         (1)      in cash or by check, payable to the order of the Company;

         (2) except as the Board may, in its sole discretion,  otherwise provide
in an option  agreement,  by (i) delivery of an  irrevocable  and  unconditional
undertaking  by a  creditworthy  broker  to  deliver  promptly  to  the  Company
sufficient  funds to pay the exercise price or (ii) delivery by the  Participant
to the Company of a copy of  irrevocable  and  unconditional  instructions  to a
creditworthy  broker  to  deliver  promptly  to  the  Company  cash  or a  check
sufficient to pay the exercise price;

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         (3) by  delivery  of shares of Common  Stock  owned by the  Participant
valued at their fair market value as determined by (or in a manner  approved by)
the Board in good faith  ("Fair  Market  Value"),  provided  (i) such  method of
payment is then  permitted  under  applicable law and (ii) such Common Stock was
owned by the Participant at least six months prior to such delivery;

         (4) to the extent  permitted by the Board,  in its sole  discretion and
consistent  with  applicable  law, by (i) delivery of a  promissory  note of the
Participant to the Company on terms  determined by the Board, or (ii) payment of
such other lawful consideration as the Board may determine; or

         (5)      by any combination of the above permitted forms of payment.

6. RESTRICTED STOCK

         GRANTS.  The Board may grant  Awards  entitling  recipients  to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require  forfeiture  of such shares if issued at no cost) from the  recipient in
the event that conditions specified by the Board in the applicable Award are not
satisfied  prior to the end of the  applicable  restriction  period  or  periods
established by the Board for such Award (each, a "Restricted Stock Award").

         TERMS  AND  CONDITIONS.   The  Board  shall  determine  the  terms  and
conditions of any such  Restricted  Stock Award,  including the  conditions  for
repurchase (or forfeiture)  and the issue price, if any. Any stock  certificates
issued in respect of a Restricted Stock Award shall be registered in the name of
the Participant and, unless otherwise determined by the Board,  deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or
its  designee).  At the expiration of the applicable  restriction  periods,  the
Company (or such designee)  shall deliver the  certificates no longer subject to
such  restrictions  to the  Participant or if the  Participant  has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant to
receive  amounts due or exercise  rights of the  Participant in the event of the
Participant's  death  (the  "Designated  Beneficiary").  In  the  absence  of an
effective  designation by a Participant,  Designated  Beneficiary shall mean the
Participant's estate.

7. OTHER STOCK-BASED AWARDS

         The Board  shall have the right to grant  other  Awards  based upon the
Common  Stock  having  such  terms and  conditions  as the Board may  determine,
including  the grant of  shares  based  upon  certain  conditions,  the grant of
securities  convertible  into Common  Stock and the grant of stock  appreciation
rights.

8. ADJUSTMENTS FOR CHANGES IN COMMON STOCK AND CERTAIN OTHER EVENTS

         CHANGES IN  CAPITALIZATION.  In the event of any stock  split,  reverse
stock  split,   stock   dividend,   recapitalization,   combination  of  shares,
reclassification  of shares,  spin-off or other similar change in capitalization
or event,  or any  distribution  to holders of Common  Stock other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the  per-Participant  limit set forth in Section 4(b), (iii) the number and
class of securities  and exercise  price per share  subject to each  outstanding
Option,  (iv)  the  repurchase  price  per  share  subject  to each  outstanding
Restricted Stock Award, and (v) the terms of each other  outstanding Award shall
be appropriately  adjusted by the Company (or substituted Awards may be made, if
applicable) to the extent the Board shall determine, in good faith, that such an
adjustment (or substitution) is necessary and appropriate.  If this Section 8(a)
applies  and  Section  8(c) also  applies  to any event,  Section  8(c) shall be
applicable to such event, and this Section 8(a) shall not be applicable.

         LIQUIDATION OR DISSOLUTION.  In the event of a proposed  liquidation or
dissolution  of  the  Company,  the  Board  shall  upon  written  notice  to the
Participants   provide  that  all  then  unexercised  Options  will  (i)  become
exercisable  in full as of a specified  time at least 10 business  days prior to
the  effective  date of such  liquidation  or  dissolution  and  (ii)  terminate
effective upon such  liquidation or dissolution,  except to the extent exercised
before such effective date. The Board may specify the effect of a liquidation or
dissolution on any Restricted  Stock Award or other Award granted under the Plan
at the time of the grant of such Award.

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         ACQUISITION EVENTS

                  DEFINITION.  An "Acquisition Event" shall mean: (a) any merger
or consolidation of the Company with or into another entity as a result of which
the Common Stock is converted  into or exchanged  for the right to receive cash,
securities  or other  property or (b) any  exchange of shares of the Company for
cash,  securities  or other  property  pursuant  to a statutory  share  exchange
transaction.

                  CONSEQUENCES  OF AN  ACQUISITION  EVENT ON  OPTIONS.  Upon the
occurrence  of an  Acquisition  Event,  or the  execution  by the Company of any
agreement with respect to an Acquisition Event, the Board shall provide that all
outstanding   Options  shall  be  assumed,   or  equivalent   options  shall  be
substituted,  by the  acquiring  or  succeeding  corporation  (or  an  affiliate
thereof).  For purposes hereof,  an Option shall be considered to be assumed if,
following consummation of the Acquisition Event, the Option confers the right to
purchase, for each share of Common Stock subject to the Option immediately prior
to the consummation of the Acquisition  Event, the consideration  (whether cash,
securities or other property)  received as a result of the Acquisition  Event by
holders of Common Stock for each share of Common Stock held immediately prior to
the consummation of the Acquisition  Event (and if holders were offered a choice
of consideration,  the type of consideration chosen by the holders of a majority
of the  outstanding  shares of Common  Stock);  provided,  however,  that if the
consideration received as a result of the Acquisition Event is not solely common
stock of the acquiring or succeeding  corporation (or an affiliate thereof), the
Company  may,  with the  consent of the  acquiring  or  succeeding  corporation,
provide for the  consideration  to be received  upon the  exercise of Options to
consist solely of common stock of the acquiring or succeeding corporation (or an
affiliate   thereof)   equivalent   in  fair  market  value  to  the  per  share
consideration  received by holders of  outstanding  shares of Common  Stock as a
result of the Acquisition Event.

                  Notwithstanding the foregoing,  if the acquiring or succeeding
corporation  (or an affiliate  thereof) does not agree to assume,  or substitute
for,  such  Options,   then  the  Board  shall,   upon  written  notice  to  the
Participants,  provide that all then unexercised Options will become exercisable
in full as of a specified time prior to the Acquisition Event and will terminate
immediately prior to the consummation of such Acquisition  Event,  except to the
extent exercised by the Participants before the consummation of such Acquisition
Event;  provided,  however,  that in the event of an Acquisition Event under the
terms of which holders of Common Stock will receive upon consummation  thereof a
cash  payment  for each  share of  Common  Stock  surrendered  pursuant  to such
Acquisition Event (the "Acquisition  Price"), then the Board may instead provide
that  all  outstanding   Options  shall  terminate  upon  consummation  of  such
Acquisition Event and that each Participant shall receive, in exchange therefor,
a cash payment equal to the amount (if any) by which (A) the  Acquisition  Price
multiplied by the number of shares of Common Stock  subject to such  outstanding
Options (whether or not then  exercisable),  exceeds (B) the aggregate  exercise
price of such Options.

                  CONSEQUENCES  OF AN  ACQUISITION  EVENT  ON  RESTRICTED  STOCK
AWARDS.  Upon the occurrence of an Acquisition  Event,  the repurchase and other
rights of the Company under each outstanding  Restricted Stock Award shall inure
to the  benefit  of  the  Company's  successor  and  shall  apply  to the  cash,
securities  or other  property  which the  Common  Stock was  converted  into or
exchanged for pursuant to such  Acquisition  Event in the same manner and to the
same extent as they applied to the Common Stock subject to such Restricted Stock
Award.

                  CONSEQUENCES  OF AN  ACQUISITION  EVENT ON OTHER  AWARDS.  The
Board  shall  specify  the  effect of an  Acquisition  Event on any other  Award
granted under the Plan at the time of the grant of such Award.

9. GENERAL PROVISIONS APPLICABLE TO AWARDS

         TRANSFERABILITY OF AWARDS.  Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred, pledged
or  otherwise  encumbered  by the  person  to  whom  they  are  granted,  either

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voluntarily  or by operation  of law,  except by will or the laws of descent and
distribution, and, during the life of the Participant, shall be exercisable only
by the Participant.  References to a Participant,  to the extent relevant in the
context, shall include references to authorized transferees.

         DOCUMENTATION. Each Award shall be evidenced by a written instrument in
such form as the Board shall  determine;  such written  instrument may be in the
form of an  agreement  signed by the  Company and the  Participant  or a written
confirming  memorandum  to the  Participant  from the  Company.  Each  Award may
contain terms and conditions in addition to those set forth in the Plan.

         BOARD DISCRETION.  Except as otherwise provided by the Plan, each Award
may be made alone or in addition or in relation to any other Award. The terms of
each Award  need not be  identical,  and the Board  need not treat  Participants
uniformly.

         TERMINATION OF STATUS. The Board shall determine the effect on an Award
of the  disability,  death,  retirement,  authorized  leave of  absence or other
change in the  employment  or other  status of a  Participant  and the extent to
which,  and the period during which, the Participant,  the  Participant's  legal
representative,  conservator,  guardian or Designated  Beneficiary  may exercise
rights under the Award.

         WITHHOLDING.  Each  Participant  shall  pay to  the  Company,  or  make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event  creating  the tax  liability.  Except  as the Board may  otherwise
provide in an Award, when the Common Stock is registered under the Exchange Act,
Participants  may, to the extent then permitted under  applicable  law,  satisfy
such tax  obligations in whole or in part by delivery of shares of Common Stock,
including shares retained from the Award creating the tax obligation,  valued at
their Fair Market Value. The Company may, to the extent permitted by law, deduct
any such  tax  obligations  from any  payment  of any  kind  otherwise  due to a
Participant.

         AMENDMENT  OF AWARD.  The  Board may  amend,  modify or  terminate  any
outstanding Award,  including but not limited to, substituting  therefor another
Award  of the  same or a  different  type,  changing  the  date of  exercise  or
realization,  and converting an Incentive  Stock Option to a Nonstatutory  Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board  determines  that the action,  taking into  account any related
action, would not materially and adversely affect the Participant.

         CONDITIONS  ON DELIVERY OF STOCK.  The Company will not be obligated to
deliver  any  shares  of  Common  Stock  pursuant  to  the  Plan  or  to  remove
restrictions  from  shares  previously  delivered  under the Plan  until (i) all
conditions  of the Award  have been met or removed  to the  satisfaction  of the
Company,  (ii) in the opinion of the Company's counsel,  all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable  securities  laws and any applicable  stock exchange or
stock market rules and  regulations,  and (iii) the Participant has executed and
delivered to the Company such  representations  or agreements as the Company may
consider  appropriate to satisfy the  requirements of any applicable laws, rules
or regulations.

         Acceleration.  The Board may at any time provide that any Options shall
become  immediately  exercisable in full or in part,  that any Restricted  Stock
Awards shall be free of restrictions in full or in part or that any other Awards
may become exercisable in full or in part or free of some or all restrictions or
conditions, or otherwise realizable in full or in part, as the case may be.

10. MISCELLANEOUS

         NO RIGHT TO EMPLOYMENT OR OTHER STATUS.  No person shall have any claim
or right to be  granted  an  Award,  and the  grant  of an  Award  shall  not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company.  The Company expressly  reserves the right at any
time to dismiss or otherwise  terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly  provided in the
applicable Award.
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         NO RIGHTS AS  STOCKHOLDER.  Subject to the provisions of the applicable
Award,  no  Participant  or  Designated  Beneficiary  shall have any rights as a
stockholder  with respect to any shares of Common Stock to be  distributed  with
respect  to  an  Award  until   becoming  the  record  holder  of  such  shares.
Notwithstanding  the foregoing,  in the event the Company effects a split of the
Common  Stock by means of a stock  dividend  and the  exercise  price of and the
number of shares  subject  to such  Option  are  adjusted  as of the date of the
distribution  of the  dividend  (rather  than as of the  record  date  for  such
dividend),  then an optionee who exercises an Option between the record date and
the distribution  date for such stock dividend shall be entitled to receive,  on
the  distribution  date, the stock dividend with respect to the shares of Common
Stock  acquired upon such Option  exercise,  notwithstanding  the fact that such
shares were not  outstanding  as of the close of business on the record date for
such stock dividend.

         EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective on the
date on which it is adopted by the Board,  but the  classification  of an Option
granted to a  Participant  under the Plan as an Incentive  Stock Option shall be
conditioned upon the approval of the Plan by the Company's  stockholders  within
one year of the  effective  date of the Plan.  No Award granted to a Participant
after the first  anniversary  of the effective date of the Plan that is intended
to comply with Section 162(m) shall become exercisable, vested or realizable, as
applicable  to such  Award,  unless and until the Plan has been  approved by the
Company's stockholders to the extent stockholder approval is required by Section
162(m) in the manner required under Section 162(m)  (including the vote required
under  Section  162(m)).  No Awards  shall be  granted  under the Plan after the
completion  of ten years from the  earlier of (i) the date on which the Plan was
adopted  by the Board or (ii) the date the Plan was  approved  by the  Company's
stockholders, but Awards previously granted may extend beyond that date.

         AMENDMENT OF PLAN.  The Board may amend,  suspend or terminate the Plan
or any  portion  thereof at any time,  provided  that to the extent  required by
Section 162(m),  no Award granted to a Participant after the first anniversary o
the  effective  date of the Plan and  after the date of such  amendment  that is
intended to comply with Section 162(m) shall become  exercisable,  realizable or
vested, as applicable to such Award,  unless and until such amendment shall have
been  approved by the  Company's  stockholders  are  required by Section  162(m)
(including the vote required under Section 162(m)).

         GOVERNING LAW. The provisions of the Plan and all Awards made hereunder
shall be governed by and interpreted in accordance with the laws of the State of
Delaware, without regard to any applicable conflicts of law.


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