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                                                                    EXHIBIT 10.8


                              AMENDED AND RESTATED

                            2003 SHARE INCENTIVE PLAN

                                       OF

                        SUNSET FINANCIAL RESOURCES, INC.

1.       PURPOSE.

         The purpose of this Plan is to benefit the Company's shareholders by
encouraging high levels of performance by individuals who are key to the success
of the Company and to enable the Company to attract, motivate and retain
talented and experienced individuals essential to its continued success. This is
to be accomplished by providing such individuals an opportunity to obtain or
increase their proprietary interest in the Company's performance and by
providing such individuals with additional incentives to remain with the
Company.

2.       DEFINITIONS.

         The following terms, as used herein, shall have the meaning specified:

         (a) "Affiliate" shall mean any corporation or other entity that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Company or by another
Affiliate of the Company within the meaning of Rule 12b-2 promulgated under the
Securities Exchange Act of 1934, as amended.

         (b) "Award" shall mean an award granted pursuant to Section 6.

         (c) "Board" shall mean the Board of Directors of the Company, as it may
be comprised from time to time.

         (d) "Change in Control" shall means the occurrence of any of the
following:

                  (1) at any time during any 12-month period, the Board of
         Directors of the Company in office at the beginning of such period
         shall have ceased to constitute a majority of the Board without the
         approval of the nomination of such directors by a majority of the Board
         consisting of directors who were serving at the beginning of such
         period;

                  (2) any person (as defined in Section 13(d)(3) or Section
         14(d)(2) of the Exchange Act) (other than the Company, any of its
         subsidiaries or any trustee, fiduciary or other person holding
         securities under any employee share ownership plan or any other
         employee benefit plan of the Company or any of its subsidiaries),
         together with its affiliates and associates (as such terms are defined
         in Rule 12b-2 under the Exchange Act) shall have become the beneficial
         owner (as defined in Rule 13d-3 of the Exchange

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         Act) of securities representing 25% or more of the combined voting
         power of the Voting Shares;

                  (3) the Company shall have filed a schedule, report or proxy
         statement with the Securities and Exchange Commission pursuant to the
         Exchange Act disclosing that a change in control of the Company has
         occurred;

                  (4) a merger or consolidation of the Company shall have been
         consummated, other than (x) a merger or consolidation that would result
         in the Voting Shares outstanding immediately prior thereto continuing
         to represent (either by remaining outstanding or by being converted
         into voting securities of the surviving entity) at least 50% of the
         combined voting power of the voting securities of the surviving entity
         or (y) a merger or consolidation effected to implement a
         recapitalization of the Company (or similar transaction) in which no
         person acquires more than 50% of the Voting Shares;

                  (5) any person, other than a subsidiary of the Company, shall
         have acquired more than 50% of the combined assets of the Company and
         its subsidiaries; or

                  the shareholders of the Company shall have approved the
         complete liquidation or dissolution of the Company.

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

         (f) "Committee" shall mean a committee appointed pursuant to Section
3(a) or, if no such Committee is appointed, the Board.

         (g) "Company" shall mean Sunset Financial Resources, Inc.

         (h) "Director" shall mean any person who shall from time to time serve
as a member of the Board of Directors of the Company or any Affiliate.

         (i) "Dividend Equivalent Right" shall mean an Award granted pursuant to
Section 6(c).

         (j) "Effective Date" shall mean the date this Plan was originally
adopted by the Board, unless otherwise specified by the Board.

         (k) "Election Date" shall mean the date an Independent Director is
first elected to the Board.

         (l) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

         (m) "Fair Market Value" shall mean the closing price of the relevant
security as reported on the composite tape of New York Stock Exchange issues (or
such other reporting system as shall be selected by the Committee) on the
relevant date, or if no sale of the security is reported for such date, the next
following day for which there is a reported sale. The Committee



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shall determine the Fair Market Value of any security that is not publicly
traded, using such criteria as it shall determine, in its sole discretion, to be
appropriate for such valuation.

         (n) "Independent Director" shall mean any Director who is (i) (A) a
"non-employee director" within the meaning of Rule 16b3(b)(3)(i) of the Exchange
Act, and (B) an "outside director" within the meaning of Code Section 162(m) and
the regulations promulgated thereunder, and (ii) who is not an employee of the
Company or any Affiliate; provided, that a Director who is (x) a Director or (y)
a consultant, or both, but is not an employee, also may be an Independent
Director.

         (o) "Insider" shall mean any person who is subject to Section 16.

         (p) "ISO" shall mean an incentive stock option within the meaning of
Code Section 422.

         (q) "Mature Shares" shall mean, with respect to an exercise date,
Shares held by a Participant for at least six months prior to such exercise
date.

         (r) "NQO" shall mean a stock option that is not within the meaning of
Code Section 422.

         (s) "Option" shall mean any option granted pursuant to Section 6(a)(1).

         (t) "Outstanding Shares" shall mean, with respect to any date, the
total of the number of Shares outstanding, plus (ii) the number of Shares
reserved for issuance upon conversion of securities convertible into or
exchangeable for Shares, plus (iii) the number of Shares, if any, held as
"treasury stock" by the Company, each as on such date.

         (u) "Participant" shall mean any person who has been granted an Award
pursuant to this Plan.

         (v) "Restricted Shares" shall mean the Shares issued as a result of a
Restricted Share Award.

         (w) "Restricted Share Award" shall mean a grant of the right to
purchase Shares pursuant to Section 6(b). Such Shares, when and if issued, shall
be subject to such transfer restrictions and risk of forfeiture as the Committee
shall determine at the time the Award is granted, until such specific conditions
are met. Such conditions may be based on continuing employment or achievement of
pre-established performance objectives, or both.

         (x) "Rights" shall mean an Award granted pursuant to Section 6.

         (y) "Section 16" shall mean Section 16 of the Exchange Act or any
successor regulation and the rules promulgated thereunder by the Securities and
Exchange Commission, as they may be amended from time to time.

         (z) "Shares" shall mean the Common shares of beneficial interest of the
Company, par value $0.001 per share.



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         (aa) "Maryland Act" shall mean the Maryland General Corporation Law, as
amended from time to time.

         (bb) "Director" shall mean any person who shall from time to time be a
member of the Board.

3.       ADMINISTRATION AND INTERPRETATION.

         (a) Administration. This Plan shall be administered by a Committee,
which shall consist of three or more Independent Directors. The Board may from
time to time remove and appoint members of the Committee in substitution for, or
in addition to, members previously appointed and may fill vacancies, however
caused, in the Committee. The Committee may prescribe, amend and rescind rules
and regulations for administration of this Plan and shall have full power and
authority to construe and interpret this Plan. A majority of the members of the
Committee shall constitute a quorum, and the act of a majority of the members
present at a meeting or the acts of a majority of the members evidenced in
writing shall be the acts of the Committee. The Committee may correct any defect
or any omission or reconcile any inconsistency in this Plan or in any Award or
grant made hereunder in the manner and to the extent it shall deem desirable.

         The Committee shall have the full and exclusive right to grant all
Awards under this Plan, which may be Options, Restricted Share Awards and
Dividend Equivalent Rights. In granting Awards, the Committee shall take into
consideration the contribution the individual has made or may make to the
success of the Company or its Affiliates and such other factors as the Committee
shall determine. The Committee shall periodically determine the Participants in
this Plan and the nature, amount, pricing, time and other terms of Awards to be
made to such individuals, subject to the other terms and provisions of this
Plan. The Committee shall also have the authority to consult with and receive
recommendations from officers and other individuals of the Company and its
Affiliates with regard to these matters. In no event shall any individual, his
or her legal representative, heirs, legatees, distributees or successors have
any right to participate in this Plan except to such extent, if any, as the
Committee shall determine.

         The Committee may from time to time in granting Awards under this Plan
prescribe such other terms and conditions concerning such Awards as it deems
appropriate, including, without limitation, the achievement of specific goals
established by the Committee, provided that such terms and conditions are not
more favorable to any individual than those expressly set forth in this Plan.

         The Committee may delegate to the officers of or individuals associated
with the Company the authority to execute and deliver such instruments and
documents, to do all such acts and things, and to take all such other steps
deemed necessary, advisable or convenient for the effective administration of
this Plan in accordance with its terms and purpose, except that the Committee
may not delegate any discretionary authority with respect to substantive
decisions or functions regarding this Plan or Awards hereunder as these relate
to Insiders, including but not limited to decisions regarding the timing,
eligibility, pricing, amount or other material term of such Awards.



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         (b) Interpretation. The Committee shall have the power to interpret and
administer this Plan. All questions of interpretation with respect to this Plan,
the number of Shares or other security granted hereunder, and the terms of any
Award shall be determined by the Committee and its determination shall be final
and conclusive upon all parties in interest. In the event of any conflict
between an Award and this Plan, the terms of this Plan shall govern. It is the
intent of the Company that this Plan and Awards hereunder satisfy and be
interpreted in a manner that, in the case of participants who are or may be
Insiders, satisfies the applicable requirements of Rule 16b-3 of the Exchange
Act, so that such persons will be entitled to the benefits of Rule 16b-3 or
other exemptive rules under Section 16 and will not be subjected to liability
thereunder. If any provision of this Plan or of any Award would otherwise
frustrate or conflict with the intent expressed in this Section 3(b), that
provision to the extent possible shall be interpreted and deemed amended so as
to avoid such conflict. To the extent of any remaining irreconcilable conflict
with such intent, the provision shall be deemed void as applicable to Insiders.

         (c) Limitation on Liability. Neither the Committee nor any member
thereof shall be liable for any act, omission, interpretation, construction or
determination made in connection with this Plan in good faith, and the members
of the Committee shall be entitled to indemnification and reimbursement by the
Company in respect of any claim, loss, damage or expense (including counsel
fees) arising therefrom to the full extent permitted by law. The members of the
Committee shall be named as insureds under any directors and officers (or
similar) liability insurance coverage which the Company may have in effect from
time to time.

4.       ELIGIBILITY.

         The class of persons who are potential recipients of Awards granted
under this Plan consist of the (i) Independent Directors, (ii) Directors, (iii)
Advisory Board Members, (iv) key employees of the Company or any Affiliate and
(v) consultants to the Company or any Affiliate, in each case (other than in the
case of clause (i)), as determined by the Committee from time to time. The
Independent Directors, Directors, key employees and consultants to whom Awards
are granted under this Plan, and the number of Shares subject to each such
Award, shall be determined by the Committee in its sole discretion, subject,
however, to the terms and conditions of this Plan.

5.       SHARES SUBJECT TO GRANTS UNDER THIS PLAN.

         (a) Limitation on Number of Shares. The Shares subject to grants of
Awards shall be authorized but unissued Shares, Shares purchased in the open
market or privately and such Shares, if any, held as "treasury stock" by the
Company. Subject to adjustment as hereinafter provided, the aggregate number of
Shares with respect to which Awards may be granted under this Plan shall not
exceed 10% of the Outstanding Shares determined immediately following the
consummation of the Company's Initial Public Offering (including the exercise of
any over-allotment options by the underwriters of such Initial Public Offering).

         (b) Shares ceasing to be subject to an Award because of the exercise of
an Option or Right or the vesting of an Award shall no longer be subject to any
further grant under this Plan. However, if any outstanding Option or Right, in
whole or in part, expires or terminates unexercised or is canceled or if any
Award, in whole or in part, expires or is terminated or



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forfeited, for any reason prior to the expiration of ten (10) years from the
Effective Date, the Shares allocable to the unexercised, terminated, canceled or
forfeited portion of such Award may again be made the subject of grants under
this Plan; provided, however, that, with respect to any Option or Rights granted
to any Participant who is a "covered person" as defined in Code Section 162(m)
and the regulations promulgated thereunder that is canceled, the number of
Shares subject to such Option and/or Rights shall continue to count against the
maximum number of Shares which may be the subject of Options and for Rights
granted to such Participant.

         For the purposes of computing the total number of Shares granted under
this Plan, the following rules shall apply to Awards payable in Shares:

                  (1) each Option shall be deemed to be the equivalent of the
         maximum number of Shares that may be issued upon exercise of the
         particular Option; and

                  (2) where the number of Shares available under the Award is
         variable on the date it is granted, the number of Shares shall be
         deemed to be the maximum number of Shares that could be received under
         that particular Award.

         (c) Adjustments of Aggregate Number of Shares. The aggregate number of
Shares stated in Section 5(a) shall be subject to appropriate adjustment, from
time to time, in accordance with the provisions of Section 7 hereof.

6.       AWARDS.

         (a) Options and Rights.

                  (1) Grants of Options. Options granted under this Plan may be
         either ISOs or NQOs. At the time an Option is granted, the Committee
         may, in its discretion, designate whether an Option shall be an ISO. No
         Option which is intended to qualify as an ISO shall be granted under
         this Plan to any individual who, at the time of such grant, is not an
         employee of the Company or an Affiliate.

                  Notwithstanding any other provision of this Plan to the
         contrary, to the extent that the aggregate Fair Market Value
         (determined at the date an Option is granted) of the Shares with
         respect to which an Option intended to be an ISO (and any other ISO
         granted to the holder under this Plan or any other plans of the Company
         or an Affiliate) first becomes exercisable during any calendar year
         exceeds $100,000, the portion of such Option which would exceed the
         $100,000 limitation shall be treated as an NQO. Options with respect to
         which no designation is made by the Committee shall be deemed to be
         ISOs to the extent that the $100,000 limitation described in the
         preceding sentence is met. This paragraph shall be applied by taking
         Options into account in the order in which they are granted.

                  No ISO shall be granted to any person who, at the time of the
         grant, owns Shares possessing more than 10% of the total combined
         voting power of the Company or any Affiliate, unless (i) on the date
         such ISO is granted, the Option price is at least 110% of



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         the Fair Market Value per Share subject to the ISO and (ii) such ISO by
         its terms is not exercisable after the expiration of five years from
         the date such ISO is granted.

                  The purchase price per Share pursuant to the exercise of any
         Option shall be fixed by the Committee at the time of grant; provided,
         however, that the purchase price per Share (regardless of whether such
         Option is an ISO or an NQO) shall not be less than the Fair Market
         Value of a Share on the date on which the Option is granted. In
         addition, the Committee shall designate the number of Shares, the terms
         and conditions (which may include, without limitation, the achievement
         of specific goals), with respect to Options granted under this Plan.
         Options may be granted by the Committee to any eligible person at any
         time and from time to time.

                  As a condition to the grant of an Option, the Participant
         shall enter into an Option Agreement with the Company upon such terms
         as the Committee may, in its discretion, require.

                  (2) Payment of Option Exercise Price. Upon exercise of an
         Option, the full Option purchase price for the Shares with respect to
         which the Option is being exercised shall be payable to the Company,
         (i) in cash or by a check payable and acceptable to the Company or (ii)
         subject to the approval of the Committee, by tendering to the Company
         Shares owned by the holder for at least six months having an aggregate
         Fair Market Value per Share as of the date of exercise and tender which
         is not greater than the full Option purchase price for the Shares with
         respect to which the Option is being exercised and by paying the
         remainder of the Option purchase price as provided in (i) above;
         however, the Committee may, upon confirming that the holder owns the
         number of additional Shares being tendered, authorize the issuance of a
         new certificate for the number of Shares being acquired pursuant to the
         exercise of the Option less the number of Shares being tendered upon
         the exercise and return to the holder (or not require surrender of) the
         certificate for the Shares being tendered upon the exercise.
         Notwithstanding the preceding, a holder may not use any Shares acquired
         pursuant to an Award granted under this Plan (or any other plan
         maintained by the Company or any Affiliate) unless the holder has
         beneficially owned such Shares for at least six months. Payment
         instruments will be received subject to collection. In addition to the
         foregoing methods of payment, the full Option purchase price for Shares
         with respect to which the Option is being exercised may be payable to
         the Company by such other methods as the Committee may permit from time
         to time.

                  (3) Term. The term of each Option and Right shall be
         determined by the Committee at the date of grant; provided, however,
         that each Option that is an ISO shall, notwithstanding anything in this
         Plan to the contrary, expire not more than ten years from the date the
         Option is granted (or five years from the date of grant to the extent
         required under Section 6(a)(1)) or, if earlier, the date specified in
         the certificate evidencing the grant of such Option. An Option that is
         an NQO shall expire not more than ten years from the date the Option is
         granted, or if earlier, the date specified in the Option Agreement.



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                  (4) Termination of Employment or Relationship. In the event
         that a Participant's employment or relationship with the Company and
         its Affiliates shall terminate, for reasons other than (i) retirement
         pursuant to a retirement plan or policy of the Company or one of its
         Affiliates ("retirement"), (ii) permanent disability as determined by
         the Committee based on the opinion of a physician selected or approved
         by the Committee ("permanent disability") or (iii) death, the
         Participant's Options and Rights shall be exercisable by him or her,
         subject to subsection (3) above, only within 90 business days after
         such termination, but only to the extent the Option or Right was
         exercisable immediately prior to such termination.

                  If a Participant shall retire, become permanently disabled or
         die while entitled to exercise an Option or Rights, the Participant or,
         if applicable, the Participant's estate, personal representative or
         beneficiary, as the case may be, shall have the right, subject to the
         provisions of subsection (3) above, to exercise the Option or Rights at
         any time within one year from the date of the Participant's retirement,
         permanent disability or death.

                  Whether any termination is due to retirement or permanent
         disability, and whether an authorized leave of absence on military or
         government service or for other reasons shall constitute a termination
         for the purpose of this Plan, shall be determined by the Committee.

                  If the employment, consulting arrangement or service of any
         Participant with the Company or an Affiliate shall be terminated
         because of the Participant's violation of the duties of such
         employment, consulting arrangement or service with the Company or an
         Affiliate as he or she may from time to time have, the existence of
         which violation shall be determined by the Committee in its sole
         discretion (which determination by the Committee shall be conclusive),
         all unexercised Options and Rights of such Participant shall terminate
         immediately upon such termination of such Participant's employment,
         consulting arrangement or service with the Company and all Affiliates,
         and a Participant whose employment, consulting arrangement or service
         with the Company and Affiliates is so terminated, shall have no right
         after such termination to exercise any unexercised Option or Rights he
         or she might have exercised prior to termination of his or her
         employment, consulting arrangement or service with the Company and
         Affiliates.

                  (5) Options Granted by Other Corporations. Options may be
         granted under this Plan from time to time in substitution for stock
         options held by employees and directors of corporations who become key
         employees or Directors or directors of the Company or of any Affiliate
         as a result of any "corporate transaction" as defined in the Treasury
         Regulations promulgated under Code Section 424.



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         (b) Restricted Share Awards.

                  (1) Awards of Restricted Shares. Restricted Share Awards may
         be awarded by the Committee to any individual eligible to receive the
         same, at any time and from time to time before the expiration of ten
         (10) years from the Effective Date. In addition, and without limiting
         the generality of the foregoing, the Committee may grant to any
         individual who is entitled to receive a bonus, a Restricted Share Award
         with respect to Shares having a Fair Market Value on the date of the
         grant of such Restricted Share Award equal to a specified percentage
         determined by the Committee of the amount of such individual's bonus,
         provided that such individual has made an irrevocable election, at
         least six months prior to the date of the grant of such Restricted
         Share Award, to receive such Restricted Share Award in lieu of such
         bonus.

                  (2) Purchase Price under Restricted Share Awards. The purchase
         price of Restricted Shares to be purchased pursuant to a Restricted
         Share Award shall be fixed by the Committee at the time of the grant of
         the Restricted Share Award; provided, however, that such purchase price
         shall not be less than the par value per Share of the Shares subject to
         the Restricted Share Award. The Committee shall specify, within its
         discretion, the time and manner in which payment of such purchase price
         shall be paid.

                  (3) Description of Restricted Shares. All Restricted Shares
         purchased by an eligible person shall be subject to the following
         conditions:

                           (i) Restricted Shares shall be subject to such
                  restrictions, terms and conditions as the Committee may
                  establish, which may include, without limitation, "lapse" and
                  "non-lapse" restrictions (as such terms are defined in
                  regulations promulgated under Code Section 83) and the
                  achievement of specific goals;

                           (ii) the Restricted Shares may not be sold,
                  exchanged, pledged, transferred, assigned or otherwise
                  encumbered or disposed of until the terms and conditions set
                  by the Committee at the time of the grant of the Restricted
                  Share Award have been satisfied;

                           (iii) each certificate representing Restricted Shares
                  issued pursuant to this Plan shall bear a legend making
                  appropriate reference to the following:

                           "the Shares represented by this certificate have been
                           issued pursuant to the terms of the 2003 Share
                           Incentive Plan of Sunset Financial Resources, Inc.
                           and may not be sold, pledged, transferred, assigned
                           or otherwise encumbered in any manner except as is
                           set forth in the terms of such award dated ________."
                  ; and



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                           (iv) except as permitted by the Board, no Restricted
                  Shares granted pursuant to this Plan shall be subject to
                  vesting requirements over a period of less than three years.

                  If a certificate representing Restricted Shares is issued to
         an individual (whether or not escrowed as provided below), the
         individual shall be the record owner of such Shares and shall have all
         the rights of a stockholder with respect to such Shares (unless the
         Restricted Share Award specifically provides otherwise), including the
         right to vote and the right to receive dividends made or paid with
         respect to such Shares.

                  In order to enforce the restrictions, terms and conditions
         that may be applicable to a Participant's Restricted Shares, the
         Committee may require the Participant, upon the receipt of a
         certificate or certificates representing such Shares, or at any time
         thereafter, to deposit such certificate or certificates, together with
         stock powers and other instruments of transfer, appropriately endorsed
         in blank, with the Company or an escrow agent designated by the Company
         under an escrow agreement, which may be a part of a Restricted Share
         Award, in such form as shall be determined by the Committee.

                  After the satisfaction of the terms and conditions set by the
         Committee with respect to Restricted Shares issued to an individual,
         and provided the Restricted Shares are not subject to a non-lapse
         restriction, a new certificate, without the legend set forth above, for
         the number of Shares that are no longer subject to such restrictions,
         terms and conditions shall be delivered to the individual. If such
         terms and conditions are satisfied as to a portion, but fewer than all,
         of such Shares, the remaining Shares issued with respect to such Award
         shall either be reacquired by the Company or, if appropriate under the
         terms of the award applicable to such Shares, shall continue to be
         subject to the restrictions, terms and conditions set by the Committee
         at the time of Award.

                  (4) Termination of Employment or Relationship. If the
         employment or relationship with the Company and its Affiliates of a
         holder of a Restricted Share Award is terminated for any reason before
         satisfaction of the terms and conditions for the vesting (within the
         meaning of Code Section 83) of all Shares subject to the Restricted
         Share Award, the number of Restricted Shares not theretofore vested
         shall be reacquired by the Company and forfeited, and the purchase
         price paid for such forfeited Shares by the holder shall be returned to
         the holder. If Restricted Shares issued shall be reacquired by the
         Company and forfeited as provided above, the individual, or in the
         event of his or her death, his or her personal representative, shall
         forthwith deliver to the Secretary of the Company the certificates
         representing such Shares, accompanied by such instrument of transfer,
         if any, as may reasonably be required by the Company.

         (c) Dividends and Dividend Equivalents.

                  (1) General. The Committee shall have the authority to grant
         Dividend Equivalent Rights to Participants upon such terms and
         conditions as it shall establish, subject in all events to the
         following limitations and provisions of general application set



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         forth in this Plan. Each Dividend Equivalent Right shall entitle a
         holder to receive, for a period of time to be determined by the
         Committee, a payment equal to the quarterly dividend declared and paid
         by the Company on one Common Share. If the right relates to a specific
         Option, the period shall not extend beyond the earliest of the date the
         Option is exercised, or the expiration date set forth in the Option.

                  (2) Rights and Options. Each right may relate to a specific
         Option granted under this Plan and may be granted to the Participant
         either concurrently with the grant of such Option or at such later time
         as determined by the Committee, or each right may be granted
         independent of any Option.

                  (3) Payments. The Committee shall determine at the time of
         grant whether payment pursuant to a right shall be immediate or
         deferred and if immediate, the Company shall make payments pursuant to
         each right concurrently with the payment of the quarterly dividend to
         holders of Common Shares. If deferred, the payments shall not be made
         until a date or the occurrence of an event specified by the Committee
         and then shall be made within 30 days after the occurrence of the
         specified date or event, unless the right is forfeited under the terms
         of the Plan or applicable Award Agreement.

                  (4) Termination of Employment. In the event of Employment
         Termination, any Dividend Equivalent Right held by such Participant on
         the date of Employment Termination shall be forfeited, unless otherwise
         expressly provided in the Award Agreement.


         (d) Consideration for Awards. Subject to the requirements of the
Maryland Act, the Company shall obtain such consideration for the grant of an
Award under this Section 6 as the Committee in its discretion may determine.

7.       ADJUSTMENT PROVISIONS.

         If, prior to the complete exercise of any Option, or prior to the
expiration or lapse of all of the restrictions and conditions imposed pursuant
to a Restricted Share Award, there shall be declared and paid a dividend upon
the Shares or if the Shares shall be split up, converted, exchanged,
reclassified or in any way substituted for, then (i) in the case of an Option,
the Option, to the extent that it has not been exercised, shall entitle the
holder thereof upon the future exercise of the Option to such number and kind of
securities or cash or other property subject to the terms of the Option to which
he or she would have been entitled had he or she actually owned the Shares
subject to the unexercised portion of the Option at the time of the occurrence
of such dividend, split-up, conversion, exchange, reclassification or
substitution, and the aggregate purchase price upon the future exercise of the
Option shall be the same as if the originally optioned Shares were being
purchased thereunder; (ii) in the case of Restricted Shares issued pursuant to a
Restricted Share Award, the holder of such Award shall receive, subject to the
same restrictions and other conditions of such Award as determined pursuant to
the provisions of Section 6(b), the same securities or other property as are
received by the holders of Shares pursuant to such dividend, split-up,
conversion, exchange, reclassification or substitution; and (iii) in the case of
a Dividend Equivalent Right, the holder of such Dividend Equivalent



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Right shall receive, the same securities or other property as are received by
the holders of Shares pursuant to such dividend, and in the case of a split-up,
conversion, exchange, reclassification or substitution, the Dividend Equivalent
Right shall be adjusted, as the Committee determines consistent with the terms
of such split-up, conversion, exchange, reclassification or substitution. Any
fractional Shares or securities payable upon the exercise of the Option as a
result of such adjustment shall be payable in cash based upon the Fair Market
Value of such Shares or securities at the time of such exercise. If any such
event should occur, the number of Shares with respect to which Awards remain to
be issued, or with respect to which Awards may be reissued, shall be adjusted in
a similar manner.

         Notwithstanding any other provision of this Plan, in the event of a
recapitalization, merger, consolidation, rights offering, separation,
reorganization or liquidation, or any other change in the corporate structure or
outstanding Shares, the Committee may make such equitable adjustments to the
number of Shares and the class of shares available hereunder or to any
outstanding Awards as it shall deem appropriate to prevent dilution or
enlargement of rights.

8.       ACCELERATION.

         Notwithstanding any other provision of this Plan to the contrary, all
or any part of any remaining unexercised Options granted to any person may be
exercised in the following circumstances (but in no event during the six month
period commencing on the date granted) and all or any part of any other Award
not theretofore vested shall vest: (i) with respect to Options only, immediately
upon (but prior to the expiration of the term of the Option) retirement, (ii)
subject to the provisions of Section 6, upon the permanent disability or death
of the holder, or (iii) upon a Change in Control.

9.       CHANGE IN CONTROL.

         Should a Change in Control occur, then at the discretion of the
Committee, all or any part of any remaining unexercised Options granted to any
person hereunder may be repurchased. The repurchase price shall be an amount
equal to the excess of (i) the fair market value of the Share(s) subject to the
Option(s) over (ii) the purchase price per Share, as set forth in the Option
Agreement. The repurchase of such Options is specifically approved by the Board
and, if necessary to exempt such surrender from Section 16(b) of the Exchange
Act, the Board shall take any additional action necessary for such approval to
comply with the requirements of Rule 16b-3(e) promulgated under the Exchange
Act.

10.      PARTICIPANT'S AGREEMENT.

          If, at the time of the exercise of any Option or the granting or
vesting of an Award, in the opinion of counsel for the Company, it is necessary
or desirable, in order to comply with any then applicable laws or regulations
relating to the sale of securities, that the individual exercising the Option or
receiving the Award shall agree to hold any Shares issued to the individual for
investment and without any present intention to resell or distribute the same
and that the individual will dispose of such Shares only in compliance with such
laws and regulations, the individual will, upon the request of the Company,
execute and deliver to the Company a further agreement to such effect.



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<PAGE>

11.      WITHHOLDING TAXES.

          No Award may be exercised and no distribution of Shares or cash
pursuant to an Award may be made under this Plan until appropriate arrangements
have been made by the holder with the Company for the payment of any amounts
that the Company may be required to withhold with respect thereto, which
arrangements may include the tender of previously owned Shares or the
withholding of Shares issuable pursuant to such Award.

12.      TERMINATION OF AUTHORITY TO MAKE GRANT.

         No Awards will be granted pursuant to this Plan after the expiration of
ten (10) years from the Effective Date.

13.      AMENDMENT AND TERMINATION.

         The Board may from time to time and at any time alter, amend, suspend,
discontinue or terminate this Plan or, with the consent of an affected holder,
any outstanding Awards hereunder, provided, however, that no such action of the
Board may, without the approval of the shareholders of the Company, alter the
provisions of this Plan or outstanding Awards so as to (i) increase the maximum
number of Shares which may be subject to Awards under this Plan (except as
provided in Section 5(b)); or (ii) change the class of persons eligible to
receive Awards; or (iii) amend this Plan in any manner that would require
stockholder approval under Rule 16b-3 of the Exchange Act or under Code Section
162(m); or (iv) reduce the purchase price on an outstanding Option.

14.      PREEMPTION BY APPLICABLE LAWS AND REGULATIONS.

          Notwithstanding anything in this Plan to the contrary, if, at any time
specified herein for the making of any determination or payment, or the issuance
or other distribution of Shares, any law, regulation or requirement of any
governmental authority having jurisdiction in the premises shall require either
the Company or the Participant (or the Participant's beneficiary), as the case
may be, to take any action in connection with any such determination, payment,
issuance or distribution, the issuance or distribution of such Shares or the
making of such determination or payment, as the case may be, shall be deferred
until such action shall have been taken.

15.      MISCELLANEOUS.

         (a) No Employment Contract. Nothing contained in this Plan shall be
construed as conferring upon any Participant the right to continue in the
employ, or as a Director of or consultant to, of the Company or any Affiliate.

         (b) Employment or Service with Affiliates. Employment by, or service
for, the Company for the purpose of this Plan shall be deemed to include
employment by, or service for, any Affiliate.

         (c) No Rights as a Stockholder. A Participant shall have no rights as a
stockholder with respect to Shares covered by the Participant's Award until the
date of the issuance of such



                                       13
<PAGE>

Shares to the Participant pursuant thereto. No adjustment will be made for
dividends or other distributions or rights for which the record date is prior to
the date of such issuance.

         (d) Nonassignability.

                  (1) General. Neither a Participant nor a Participant's estate,
         personal representative or beneficiary shall have the power or right to
         sell, exchange, pledge, transfer, assign or otherwise encumber or
         dispose of such Participant's estate's, personal representative's or
         beneficiary's interest arising under this Plan nor shall such interest
         be subject to seizure for the payment of a Participant's or
         beneficiary's debts, judgments, alimony, or separate maintenance or be
         transferable by operation of the law in the event of a Participant's,
         estate's, personal representative's or beneficiary's bankruptcy or
         insolvency and to the extent any such interest arising under this Plan
         is awarded to a spouse pursuant to any divorce proceeding, such
         interest shall be deemed to be terminated and forfeited,
         notwithstanding any vesting provisions or other terms herein or in such
         Award.

                  (2) Transfers to Family Trusts. Notwithstanding the preceding
         or any other limitation on the transferability of Awards, the Committee
         may (in its sole discretion) permit a Participant to transfer an Award,
         or cause the Company to grant an Award that otherwise would be granted
         to a Participant, to a trust established for the benefit of one or more
         of the children, grandchildren or spouse of the Participant or pursuant
         to a qualified domestic relations order. Any Participant desiring to
         make a transfer pursuant to this subsection shall make application
         therefore in such manner and time specified by the Committee and shall
         comply with such other requirements as the Committee may require to
         assure compliance with all applicable securities laws. The Committee
         shall not give permission for such an issuance or transfer if it would
         give rise to short-swing liability under Section 16(b) or if it may not
         be made in compliance with all applicable federal, state and foreign
         securities laws. The granting of permission for such an issuance or
         transfer shall not obligate the Company to register the Shares to be
         issued under an Award under federal or state securities laws.

         (e) Governing Law; Construction. All rights and obligations under this
Plan shall be governed by, and this Plan shall be construed in accordance with,
the laws of the State of Maryland, without regard to the principles of conflicts
of laws. Titles and headings to Sections herein are for purposes of reference
only, and shall in no way limit, define or otherwise affect the meaning or
interpretation of any provisions of this Plan.




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