Exhibit 4.2


                  2003 STOCK INCENTIVE PLAN
                                      OF
                        JLM COUTURE, INC.


1. PURPOSE

The purpose of the 2003 Stock Incentive Plan of JLM Couture, Inc.
(the "PLAN") is to encourage and enable selected employees,
directors and independent contractors of JLM Couture, Inc. (JLM
Couture, Inc., together with any successor corporation thereto,
being referred to herein as the "CORPORATION") and its related
entities to acquire or to increase their holdings of common stock
of the Corporation (the "COMMON STOCK") and other proprietary
interests in the Corporation in order to promote a closer
identification of their interests with those of the Corporation
and its shareholders, thereby further stimulating their efforts
to enhance the efficiency, soundness, profitability, growth and
shareholder value of the Corporation. This purpose will be
carried out through the granting of benefits (collectively
referred to herein as "AWARDS") to selected employees,
independent contractors and directors, including the granting to
selected participants of incentive stock options ("INCENTIVE
OPTIONS") intended to qualify under Section 422 of the Internal
Revenue Code of 1986, as amended (the "CODE"), nonqualified stock
options ("NONQUALIFIED OPTIONS"), stock appreciation rights
("SARS"), restricted awards in the form of restricted stock
awards ("RESTRICTED STOCK AWARDS") and restricted stock units
("RESTRICTED STOCK UNITS"), and performance awards in the form of
performance shares ("PERFORMANCE shares") and performance units
("PERFORMANCE UNITS"). Incentive options and nonqualified options
shall be referred to herein collectively as "OPTIONS." Restricted
stock awards and restricted stock units shall be referred to
herein collectively as "RESTRICTED AWARDS." Performance shares
and performance units shall be referred to herein collectively as
"PERFORMANCE AWARDS."


2. ADMINISTRATION OF THE PLAN

(a) The Plan shall be administered by the Board of Directors of
the Corporation (the "BOARD" or the "BOARD OF Directors") or,
upon its delegation, by the Audit and Compensation Committee of
the Board of Directors (the "COMMITTEE"). Unless the Board
determines otherwise, the Committee shall be comprised solely of
two or more "NON-EMPLOYEE DIRECTORS," as such term is defined in
Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(the "EXCHANGE ACT"), or as may otherwise be permitted under Rule
16b-3. Further, to the extent required by Section 162(m) of the
Code and related regulations, the Plan shall be administered by a
committee comprised of two or more "OUTSIDE DIRECTORS" (as such
term is defined in Section 162(m) or related regulations) or as
may otherwise be permitted under Section 162(m) and related
regulations. For the purposes herein, the term "ADMINISTRATOR"
shall refer to the Board and, upon its delegation to the
Committee of all or part of its authority to administer the Plan,
to the Committee.

(b) In addition to action by meeting in accordance with
applicable laws, any action of the Administrator with respect to
the Plan may be taken by a written instrument signed by all of
the members of the Board or Committee, as appropriate, and any
such action so taken by written consent shall be as fully
effective as if it had been taken by a majority of the members at
a meeting duly held and called. Subject to the provisions of the
Plan, the Administrator shall have full and final authority in
its discretion to take any action with respect to the Plan
including, without limitation, the authority (i) to determine all
matters relating to awards, including selection of individuals to
be granted awards, the types of awards, the number of shares of
the Common Stock, if any, subject to an award, and all terms,
conditions, restrictions and limitations of an award; (ii) to
prescribe the form or forms of the agreements evidencing any
awards granted under the Plan; (iii) to establish, amend and
rescind rules and regulations for the administration of the Plan;
and (iv) to construe and interpret the Plan, awards and award
agreements made under the Plan, to interpret rules and
regulations for administering the Plan and to make all other
determinations deemed necessary or advisable for administering
the Plan. In addition, the Administrator shall have the
authority and discretion to establish terms and conditions of
awards as the Administrator determines to be necessary or
appropriate to conform to the applicable requirements or
practices of jurisdictions outside of the United States. No
member of the Board or Committee, as applicable, shall be liable
while acting as Administrator for any action or determination
made in good faith with respect to the Plan, an award or an award
agreement. The members of the Board or Committee, as applicable,
shall be entitled to indemnification and reimbursement in the
manner provided in the Corporation's articles of incorporation.

(c) Notwithstanding the other provisions of Section 2, the
Administrator may delegate to one or more officers of the
Corporation the authority to grant awards, and to make any or all
of the determinations reserved for the Administrator in the Plan
and summarized in Section 2(b) herein with respect to such awards
(subject to any restrictions imposed by applicable laws, rules
and regulations and such terms and conditions as may be
established by the Administrator); provided, however, that, to
the extent required by Section 16 of the Exchange Act or Section
162(m) of the Code, the participant, at the time of said grant or
other determination, (i) is not deemed to be an officer or
director of the Corporation within the meaning of Section 16 of
the Exchange Act; and (ii) is not deemed to be a "covered
employee" as defined under Section 162(m) of the Code and related
regulations. To the extent that the Administrator has delegated
authority to grant awards pursuant to this Section 2(c) to one or
more officers of the Corporation, references to the Administrator
shall include references to such officer or officers, subject,
however, to the requirements of the Plan, Rule 16b-3, Section
162(m) of the Code and other applicable laws, rules and
regulations.


3. EFFECTIVE DATE

The effective date of the Plan shall be August 12, 2003 (the
"EFFECTIVE DATE"). Awards may be granted under the Plan on and
after the Effective Date, but no awards will be granted after
August 11, 2013. Awards which are outstanding on August 11, 2013
(or such earlier termination date as may be established by the
Board pursuant to Section 16(a) herein) shall continue in
accordance with their terms, unless otherwise provided in the
Plan or an award agreement.


4. SHARES OF STOCK SUBJECT TO THE PLAN; AWARD LIMITATIONS

(a) Shares Available for Awards: Subject to adjustments as
provided in this Section 4(c), the aggregate number of shares of
Common Stock that may be issued pursuant to awards granted under
the Plan shall not exceed the sum of (i) 500,000 shares, plus
(ii) any shares of Common Stock (A) remaining available for
issuance as of the Effective Date of the Plan under the
Corporation's 1996 Stock Option Plan and any other stock
incentive plans maintained by the Corporation (collectively, the
"PRIOR PLANS"), and/or (B) subject to an award granted under a
Prior Plan, which award is forfeited, cancelled, terminated,
expires or lapses for any reason. Shares delivered under the Plan
shall be authorized but unissued shares or shares purchased on
the open market or by private purchase. The Corporation hereby
reserves sufficient authorized shares of Common Stock to meet the
grant of awards hereunder. Notwithstanding any provision herein
to the contrary, the following limitations shall apply to awards
granted under the Plan, in each case subject to adjustment
pursuant to Section 4(c):

(i) The maximum number of shares of Common Stock that may
be issued under the Plan shall not exceed 500,000 shares; and

(ii) No participant may be granted awards in any 12-month
period for more than 100,000 shares of Common Stock (or the
equivalent value thereof based on the fair market value per share
of the Common Stock on the date of grant of an award).

(b) Shares not subject to limitations: The following will not be
applied to the share limitations of Section 4(a) above: (i)
dividends, including dividends paid in shares, or dividend
equivalents paid in cash in connection with outstanding awards,
(ii) awards which by their terms are settled in cash, (iii)
shares and any awards that are granted through the assumption of,
or in substitution for, outstanding awards previously granted as
the result of a merger, consolidation, or acquisition of the
employing company (or an affiliate) pursuant to which it is
merged with the Corporation or becomes a related entity of the
Corporation, (iv) any shares subject to an award under the Plan
or Prior Plan which award is forfeited, cancelled, terminated,
expires or lapses for any reason, and (v) any shares surrendered
by a participant or withheld by the Corporation to pay the option
price for an option or used to satisfy any tax withholding
requirement in connection with the exercise, vesting or earning
of an award if, in accordance with the terms of the Plan, a
participant pays such option price or satisfies such tax
withholding by either tendering previously owned shares or having
the Corporation withhold shares.

(c) Adjustments: If there is any change in the outstanding shares
of Common Stock because of a merger, consolidation or
reorganization involving the Corporation or a related entity, or
if the Board of Directors of the Corporation declares a stock
dividend, stock split distributable in shares of Common Stock,
reverse stock split, combination or reclassification of the
Common Stock, or if there is a similar change in the capital
stock structure of the Corporation or a related entity affecting
the Common Stock, the number of shares of Common Stock reserved
for issuance under the Plan shall be correspondingly adjusted,
and the Administrator shall make such adjustments to awards and
to any provisions of this Plan as the Administrator deems
equitable to prevent dilution or enlargement of awards or as may
be otherwise advisable.


5. ELIGIBILITY

An award may be granted only to an individual who satisfies the
following eligibility requirements on the date the award is
granted:

(a) The individual is either (i) an employee of the Corporation
or a related entity, (ii) a director of the Corporation or a
related entity (other than non-employee directors) or (iii) an
independent contractor, consultant or advisor (collectively,
"INDEPENDENT CONTRACTORS") providing services to the Corporation
or a related entity. For this purpose, an individual shall be
considered to be an "EMPLOYEE" only if there exists between the
individual and the Corporation or a related entity the legal and
bona fide relationship of employer and employee.

(b) With respect to the grant of incentive options, the
individual does not own, immediately before the time that the
incentive option is granted, stock possessing more than 10% of
the total combined voting power of all classes of stock of the
Corporation or a related corporation. Notwithstanding the
foregoing, an individual who owns more than 10% of the total
combined voting power of the Corporation or a related corporation
may be granted an incentive option if the option price is at
least 110% of the fair market value of the Common Stock (as
defined in Section 6(c)(ii) herein), and the option period (as
defined in Section 6(d)(i) herein) does not exceed five years.
For this purpose, an individual will be deemed to own stock which
is attributable to him under Section 424(d) of the Code.

(c) With respect to the grant of substitute awards or assumption
of awards in connection with a merger, consolidation,
acquisition, reorganization or similar business combination
involving the Corporation or a related entity, the recipient is
otherwise eligible to receive the award and the terms of the
award are consistent with the Plan and applicable laws, rules and
regulations (including, to the extent necessary, the federal
securities laws registration provisions and Section 424(a) of the
Code).

(d) The individual, being otherwise eligible under this Section
5, is selected by the Administrator as an individual to whom an
award shall be granted (a "PARTICIPANT").


6. OPTIONS

(a) Grant of Options: Subject to the limitations of the Plan, the
Administrator may in its sole and absolute discretion grant
options to such eligible individuals in such numbers, subject to
such terms and conditions, and at such times as the Administrator
shall determine. Both incentive options and nonqualified options
may be granted under the Plan, as determined by the
Administrator; provided, however, that incentive options may only
be granted to employees of the Corporation or a related
corporation. To the extent that an option is designated as an
incentive option but does not qualify as such under Section 422
of the Code, the option (or portion thereof) shall be treated as
a nonqualified option.

(b) Option Price: The price per share at which an option may be
exercised (the "OPTION PRICE") shall be established by the
Administrator and stated in the award agreement evidencing the
grant of the option; provided, that (i) the option price of an
option shall be no less than the fair market value per share of
the Common Stock, as determined in accordance with Section
6(c)(ii) on the date the option is granted (or 110% of the fair
market value with respect to incentive options granted to an
employee who owns stock possessing more than 10% of the total
voting power of all classes of stock of the Corporation or a
related corporation, as provided in Section 5(b) herein); and
(ii) in no event shall the option price per share of any option
be less than the par value per share, if any, of the Common
Stock.



(c) Date of Grant; Fair Market Value:

(i) An incentive option shall be considered to be granted
on the date that the Administrator acts to grant the option, or
on any later date specified by the Administrator as the effective
date of the option. A nonqualified option shall be considered to
be granted on the date the Administrator acts to grant the option
or any other date specified by the Administrator as the date of
grant of the option.

(ii) For the purposes of the Plan, the fair market value
per share of the Common Stock shall be established in good faith
by the Administrator and, except as may otherwise be determined
by the Administrator, the fair market value shall be determined
in accordance with the following provisions: (A) if the shares of
Common Stock are listed for trading on the New York Stock
Exchange or the American Stock Exchange, the fair market value
shall be the closing sales price per share of the shares on the
New York Stock Exchange or the American Stock Exchange (as
applicable) on the date immediately preceding the date the option
is granted or other determination is made (each, a "VALUATION
DATE"), or, if there is no transaction on such date, then on the
trading date nearest preceding the valuation date for which
closing price information is available, and, provided further, if
the shares are quoted on the Nasdaq National Market or the Nasdaq
SmallCap Market of the Nasdaq Stock Market but are not listed for
trading on the New York Stock Exchange or the American Stock
Exchange, the fair market value shall be the closing sales price
for such stock (or the closing bid, if no sales were reported) as
quoted on such system on the date immediately or nearest
preceding the valuation date for which such information is
available; or (B) if the shares of Common Stock are not listed or
reported in any of the foregoing, then the fair market value
shall be determined by the Administrator in accordance with the
applicable provisions of Section 20.2031-2 of the Federal Estate
Tax Regulations, or in any other manner consistent with the Code
and accompanying regulations.

(iii) In no event shall there first become exercisable by
an employee in any one calendar year incentive options granted by
the Corporation or any related corporation with respect to shares
having an aggregate fair market value (determined at the time an
incentive option is granted) greater than $100,000.

(d) Option Period and Limitations on the Right to Exercise
Options:

(i) The term of an option (the "OPTION PERIOD") shall be
determined by the Administrator at the time the option is granted
and shall be stated in the individual award agreement. With
respect to incentive options, the option period shall not extend
more than 10 years from the date on which the option is granted
(or five years with respect to incentive options granted to an
employee who owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Corporation
or a related corporation, as provided in Section 5(b) herein).
Any option or portion thereof not exercised before expiration of
the option period shall terminate. The period or periods during
which, and conditions pursuant to which, an option may become
exercisable shall be determined by the Administrator in its
discretion, subject to the terms of the Plan.

(ii) An option may be exercised by giving written notice
to the Corporation in form acceptable to the Administrator at
such place and subject to such conditions as may be established
by the Administrator or its designee. Such notice shall specify
the number of shares to be purchased pursuant to an option and
the aggregate purchase price to be paid therefor and shall be
accompanied by payment of such purchase price. Unless an
individual award agreement provides otherwise, such payment shall
be in the form of cash or cash equivalent; provided that, where
permitted by the Administrator and applicable laws, rules and
regulations (including but not limited to Section 402 of the
Sarbanes-Oxley Act of 2002), payment may also be made:

(A) By delivery (by either actual delivery or
attestation) of shares of Common Stock owned by the participant
at the time of exercise for a period of at least six months and
otherwise acceptable to the Administrator;

(B) By shares of Common Stock withheld upon
exercise;

(C) By delivery of written notice of exercise to
the Corporation and delivery to a broker of written notice of
exercise and irrevocable instructions to promptly deliver to the
Corporation the amount of sale or loan proceeds to pay the option
price;

(D) By such other payment methods as may be
approved by the Administrator and which are acceptable under
applicable law; or

(E) By any combination of the foregoing methods.

Shares tendered or withheld in payment of the exercise of an
option shall be valued at their fair market value on the date of
exercise, as determined by the Administrator by applying the
provisions of Section 6(c)(ii).

(iii) No option granted to a participant who was an
employee at the time of grant shall be exercised unless the
participant is, at the time of exercise, an employee as described
in Section 5(a), and has been an employee continuously since the
date the option was granted, subject to the following:

(A) An option shall not be affected by any change
in the terms, conditions or status of the participant's
employment, provided that the participant continues to be an
employee of the Corporation or a related entity.

(B) The employment relationship of a participant
shall be treated as continuing intact for any period that the
participant is on military or sick leave or other bona fide leave
of absence, provided that the period of such leave does not
exceed 90 days, or, if longer, as long as the participant's right
to reemployment is guaranteed either by statute or by contract.
The employment relationship of a participant shall also be
treated as continuing intact while the participant is not in
active service because of disability. The Administrator shall
have sole authority to determine whether a participant is
disabled and, if applicable, the date of a participant's
termination of employment or service for any reason (the
"TERMINATION DATE").

(C) If the employment of a participant is
terminated because of disability or death, the option may be
exercised only to the extent exercisable on the participant's
termination date. The option must be exercised, if at all, prior
to the first to occur of the following, whichever shall be
applicable: (X) the close of the period of 12 months next
succeeding the termination date (or such other period stated in
the applicable award agreement); or (Y) the close of the option
period. In the event of the participant's death, such option
shall be exercisable by such person or persons as shall have
acquired the right to exercise the option by will or by the laws
of intestate succession.

(D) If the employment of the participant is
terminated for any reason other than disability, death or for
"cause," his option may be exercised to the extent exercisable on
his termination date. The option must be exercised, if at all,
prior to the first to occur of the following, whichever shall be
applicable: (X) the close of the period of 90 days next
succeeding the termination date (or such other period stated in
the applicable award agreement); or (Y) the close of the option
period. If the participant dies following such termination of
employment and prior to the earlier of the dates specified in (X)
or (Y) of this subparagraph (D), the participant shall be treated
as having died while employed under subparagraph (C) immediately
preceding (treating for this purpose the participant's date of
termination of employment as the termination date). In the event
of the participant's death, such option shall be exercisable by
such person or persons as shall have acquired the right to
exercise the option by will or by the laws of intestate
succession.

(E) If the employment of the participant is
terminated for "CAUSE," his option shall lapse and no longer be
exercisable as of his termination date, as determined by the
Administrator. For purposes of the Plan, a participant's
termination shall be for "cause" if such termination results from
the participant's (X) termination for "cause" under the
participant's employment, consulting or other agreement with the
Corporation or a related entity, if any, or (Y) if the
participant has not entered into any such employment, consulting
or other agreement, then the participant's termination shall be
for "cause" if termination results due to the participant's (i)
dishonesty; (ii) refusal to perform his duties for the
Corporation; or (iii) engaging in conduct that could be
materially damaging to the Corporation without a reasonable good
faith belief that such conduct was in the best interest of the
Corporation. The determination of "cause" shall be made by the
Administrator and its determination shall be final and
conclusive.

(iv) Unless the Administrator determines otherwise, an
option granted to a participant who was an independent contractor
of the Corporation or a related entity at the time of grant (and
who does not thereafter become an employee, in which case he
shall be subject to the provisions of Section 6(d)(iii) herein)
may be exercised only to the extent exercisable on the date of
the participant's termination of service to the Corporation or a
related entity (unless the termination was for cause), and must
be exercised, if at all, prior to the first to occur of the
following, as applicable: (X) the close of the period of 90 days
next succeeding the termination date (or such other period stated
in the applicable award agreement); or (Y) the close of the
option period. If the services of such a participant are
terminated for cause (as defined in Section 6(d)(iii)(E) herein),
his option shall lapse and no longer be exercisable as of his
termination date, as determined by the Administrator.

(v) A participant or his legal representative, legatees
or distributees shall not be deemed to be the holder of any
shares subject to an option and shall not have any rights of a
shareholder unless and until certificates for such shares have
been issued and delivered to him or them under the Plan. A
certificate or certificates for shares of Common Stock acquired
upon exercise of an option shall be issued in the name of the
participant (or his beneficiary) and distributed to the
participant (or his beneficiary) as soon as practicable following
receipt of notice of exercise and payment of the purchase price
(except as may otherwise be determined by the Corporation in the
event of payment of the option price pursuant to Section
6(d)(ii)(C) herein).

(vi) If shares of Common Stock acquired upon exercise of
an incentive option are disposed of within two years following
the date of grant or one year following the transfer of such
shares to a participant upon exercise, the participant shall,
promptly following such disposition, notify the Corporation in
writing of the date and terms of such disposition and provide
such other information regarding the disposition as the
Administrator may reasonably require. In addition the
Corporation shall have the right to include a legend on
certificates representing shares of Common Stock requiring the
participants to furnish this information to the Corporation
before being allowed to transfer shares of Common Stock
represented by any such certificates.

(e) Nontransferability of Options: Incentive options shall not
be transferable (including by sale, assignment, pledge or
hypothecation) other than by will or the laws of intestate
succession. Nonqualified options shall not be transferable
(including by sale, assignment, pledge or hypothecation) other
than by will or the laws of intestate succession, except as may
be permitted by the Administrator in a manner consistent with the
registration provisions of the Securities Act of 1933, as amended
(the "SECURITIES Act"). Except as may be permitted by the
preceding sentence, an option shall be exercisable during the
participant's lifetime only by him or by his guardian or legal
representative. The designation of a beneficiary does not
constitute a transfer.


7. STOCK APPRECIATION RIGHTS

(a) Grant of SARs: Subject to the limitations of the Plan, the
Administrator may in its sole and absolute discretion grant SARs
to such eligible individuals, in such numbers, upon such terms
and at such times as the Administrator shall determine. SARs may
be granted to the holder of an option (hereinafter called a
"RELATED OPTION") with respect to all or a portion of the shares
of Common Stock subject to the related option (a "TANDEM SAR") or
may be granted separately to an eligible individual (a
"FREESTANDING SAR"). Subject to the limitations of the Plan, upon
the exercise of an SAR, a participant shall be entitled to
receive from the Corporation, for each share of Common Stock with
respect to which the SAR is being exercised, consideration equal
in value to the excess of the fair market value of a share of
Common Stock on the date of exercise over the base price per
share of such SAR. The base price per share of an SAR shall be no
less than the fair market value per share of the Common Stock (as
determined in accordance with Section 6(c)(ii)) on the date the
SAR is granted.

(b) Tandem SARs: A tandem SAR may be granted either concurrently
with the grant of the related option or (if the related option is
a nonqualified option) at any time thereafter prior to the
complete exercise, termination, expiration or cancellation of
such related option. Tandem SARs shall be exercisable only at the
time and to the extent that the related option is exercisable
(and may be subject to such additional limitations on
exercisability as the Administrator may provide in the
agreement), and in no event after the complete termination or
full exercise of the related option. For purposes of determining
the number of shares of Common Stock that remain subject to such
related option and for purposes of determining the number of
shares of Common Stock in respect of which other awards may be
granted, a related option shall be considered to have been
surrendered upon the exercise of a tandem SAR to the extent of
the number of shares of Common Stock with respect to which such
tandem SAR is exercised. Upon the exercise or termination of a
related option, the tandem SARs with respect thereto shall be
canceled automatically to the extent of the number of shares of
Common Stock with respect to which the related option was so
exercised or terminated.

(c) Freestanding SARs: An SAR may be granted without relationship
to an option (as defined above, a "freestanding SAR") and, in
such case, will be exercisable upon such terms and subject to
such conditions as may be determined by the Administrator,
subject to the terms of the Plan.

(d) Exercise of SARs:

(i) Subject to the terms of the Plan, SARs shall be
exercisable in whole or in part upon such terms and conditions as
may be established by the Administrator and stated in the
applicable award agreement. The period during which an SAR may be
exercisable shall not exceed 10 years from the date of grant or,
in the case of tandem SARs, such shorter option period as may
apply to the related option. Any SAR or portion thereof not
exercised before expiration of the exercise period established by
the Administrator shall terminate.

(ii) SARs may be exercised by giving written notice to the
Corporation in form acceptable to the Administrator at such place
and subject to such terms and conditions as may be established by
the Administrator or its designee. The date of exercise of an SAR
shall mean the date on which the Corporation shall have received
proper notice from the participant of the exercise of such SAR.

(iii) Each participant's award agreement shall set forth
the extent to which the participant shall have the right to
exercise an SAR following termination of the participant's
employment or service with the Corporation. Such provisions shall
be determined in the sole discretion of the Administrator, shall
be included in the award agreement entered into with a
participant, need not be uniform among all SARs issued pursuant
to this Section 7, and may reflect distinctions based on the
reasons for termination of employment. Notwithstanding the
foregoing, unless the Administrator determines otherwise, no SAR
may be exercised unless the participant is, at the time of
exercise, an eligible participant, as described in Section 5, and
has been a participant continuously since the date the SAR was
granted, subject to the provisions of Sections 6(d)(iii), (iv)
and (v) herein.

(e) Consideration: The consideration to be received upon the
exercise of the SAR by the participant shall be paid in cash,
shares of Common Stock (valued at fair market value on the date
of exercise of such SAR in accordance with Section 6(c)(ii)
herein) or a combination of cash and shares of Common Stock, as
elected by the Administrator. The Corporation's obligation
arising upon the exercise of the SAR may be paid currently or on
a deferred basis with such interest or earnings equivalent, if
any, as the Administrator may determine. A certificate or
certificates for shares of Common Stock acquired upon exercise of
an SAR for shares shall be issued in the name of the participant
(or his beneficiary) and distributed to the participant (or his
beneficiary) as soon as practicable following receipt of notice
of exercise. A participant or his legal representative, legatees
or distributees shall not be deemed to be the holder of any
shares subject to an SAR and shall not have any rights as a
shareholder unless and until certificates for such shares have
been issued and delivered to him or them under the Plan. No
fractional shares of Common Stock will be issuable upon exercise
of the SAR and, unless otherwise provided in the applicable award
agreement, the participant will receive cash in lieu of
fractional shares.
(f) Limitations: The applicable award agreement shall contain
such terms, conditions and limitations consistent with the Plan
as may be specified by the Administrator. Unless otherwise
provided in the applicable award agreement or the Plan, any such
terms, conditions or limitations relating to a tandem SAR shall
not restrict the exercisability of the related option.

(g) Nontransferability: Unless the Administrator determines
otherwise, SARs shall not be transferable (including by sale,
assignment, pledge or hypothecation) other than by will or the
laws of intestate succession, and SARs may be exercised during
the participant's lifetime only by him or by his guardian or
legal representative. The designation of a beneficiary does not
constitute a transfer.

8. RESTRICTED AWARDS

(a) Grant of Restricted Awards: Subject to the limitations of the
Plan, the Administrator may in its sole and absolute discretion
grant restricted awards to such individuals in such numbers, upon
such terms and at such times as the Administrator shall
determine. Such restricted awards may be in the form of
restricted stock awards and/or restricted stock units that are
subject to certain conditions, which conditions must be met in
order for the restricted award to vest and be earned (in whole or
in part) and no longer subject to forfeiture. Restricted awards
shall be payable in cash or whole shares of Common Stock
(including restricted stock), or partly in cash and partly in
whole shares of Common Stock, in accordance with the terms of the
Plan and the sole and absolute discretion of the Administrator.
The Administrator shall determine the nature, length and starting
date of the period, if any, during which a restricted award may
be earned (the "RESTRICTION PERIOD"), and shall determine the
conditions which must be met in order for a restricted award to
be granted or to vest or be earned (in whole or in part), which
conditions may include, but are not limited to, attainment of
performance objectives (determined over a minimum of a one year
period), continued service or employment for a certain period of
time (minimum of three years) (or a combination of attainment of
performance objectives and continued service), retirement,
displacement, disability, death, or any combination of such
conditions. Notwithstanding the foregoing, in the case of
restricted awards based upon performance criteria, or a
combination of performance criteria and continued service, the
Administrator shall determine the performance objectives to be
used in valuing restricted awards, which performance objectives
may vary from participant to participant and between groups of
participants and shall be based upon such corporate, business
unit or division and/or individual performance factors and
criteria as the Administrator in its sole discretion may deem
appropriate; provided, however, that, with respect to restricted
awards payable to covered employees which are intended to be
eligible for the compensation deduction limitation exception
available under Section 162(m) of the Code and related
regulations, such performance factors shall be limited to one or
more of the following (as determined by the Administrator in its
discretion): sales goals, earnings per share, return on equity,
return on assets and total return to shareholders. Except as set
forth herein, the Administrator shall have sole authority to
determine whether and to what degree restricted awards have
vested and been earned and are payable and to establish and
interpret the terms and conditions of restricted awards and the
provisions herein.

(b) Forfeiture of Restricted Awards: If the employment or service
of a participant shall be terminated for any reason and all or
any part of a restricted award has not vested or been earned
pursuant to the terms of the Plan and the individual award
agreement, such award, to the extent not then vested or earned,
shall be forfeited immediately upon such termination and the
participant shall have no further rights with respect thereto.

(c) Dividend and Voting Rights; Share Certificates: The
Administrator shall have sole discretion to determine whether a
participant shall have dividend rights, voting rights or other
rights as a shareholder with respect to shares subject to a
restricted award which has not yet vested or been earned. Unless
the Administrator determines otherwise, a certificate or
certificates for shares of Common Stock subject to a restricted
award shall be issued in the name of the participant (or his
beneficiary) and distributed to the participant (or his
beneficiary) as soon as practicable after the shares subject to
the award (or portion thereof) have vested and been earned.
Notwithstanding the foregoing, the Administrator shall have the
right to retain custody of certificates evidencing the shares
subject to a restricted award and to require the participant to
deliver to the Corporation a stock power, endorsed in blank, with
respect to such award, until such time as the restricted award
vests (or is forfeited).

(d) Nontransferability: Restricted awards that have not vested
shall not be transferable (including by sale, assignment, pledge
or hypothecation) other than by will or the laws of intestate
succession, and the recipient of a restricted award shall not
sell, transfer, assign, pledge or otherwise encumber shares
subject to the award until the restriction period has expired and
until all conditions to vesting have been met.


9. PERFORMANCE AWARDS

(a) Grant of Performance Awards: Subject to the terms of the
Plan, performance awards may be granted to participants upon such
terms and conditions and at such times as shall be determined by
the Administrator. Such performance awards may be in the form of
performance shares and/or performance units. An award of a
performance share is a grant of a right to receive shares of
Common Stock or the cash value thereof (or a combination thereof)
which is contingent upon the achievement of performance or other
objectives during a specified period and which has a value on the
date of grant equal to the fair market value (as determined in
accordance with Section 6(c)(iii) herein) of a share of Common
Stock. An award of a performance unit is a grant of a right to
receive shares of Common Stock or a designated dollar value
amount of Common Stock which is contingent upon the achievement
of performance or other objectives during a specified period, and
which has an initial value established by the Administrator at
the time of grant. Subject to Section 4(a), above, the
Administrator shall have complete discretion in determining the
number of performance units and/or performance shares granted to
any participant. The Administrator shall determine the nature,
length and starting date of the period during which a performance
award may be earned (the "PERFORMANCE PERIOD"), and shall
determine the conditions which must be met in order for a
performance award to be granted or to vest or be earned (in whole
or in part), which conditions may include but are not limited to
specified performance objectives, continued service or employment
for a certain period of time, or a combination of such
conditions. The Administrator shall determine the performance
objectives to be used in valuing performance awards, which
performance objectives may vary from participant to participant
and between groups of participants and shall be based on such
corporate, business unit or division and/or individual
performance factors and criteria as the Administrator in its sole
discretion may deem appropriate; provided, however, that, with
respect to performance awards payable to covered employees which
are intended to be eligible for the compensation deduction
limitation exception available under Section 162(m) of the Code
and related regulations, such performance factors shall be
limited to one or more of the following (as determined by the
Administrator in its discretion): sales goals, earnings per
share, return on equity, return on assets and total return to
shareholders. The Administrator shall have sole authority to
determine whether and to what degree performance awards have been
earned and are payable and to interpret the terms and conditions
of performance awards and the provisions herein.

(b) Form of Payment: Payment of the amount to which a participant
shall be entitled upon earning a performance award shall be made
in cash, shares of Common Stock, or a combination of cash and
shares of Common Stock, as determined by the Administrator in its
sole discretion. Payment may be made in a lump sum or in
installments upon such terms as may be established by the
Administrator.

(c) Forfeiture of Performance Awards: If the employment or
service of a participant shall terminate for any reason and the
participant has not earned all or part of a performance award
pursuant to the terms of the Plan and individual award agreement,
such award, to the extent not then earned, shall be forfeited
immediately upon such termination and the participant shall have
no further rights with respect thereto.

(d) Dividend and Voting Rights; Share Certificates: The
Administrator shall have sole discretion to determine whether a
participant shall have dividend rights, voting rights, or other
rights as a shareholder with respect to shares, if any, which are
subject to a performance award prior to the time the performance
award has been earned. Unless the Administrator determines
otherwise, a certificate or certificates for shares of Common
Stock, if any, subject to a performance award shall be issued in
the name of the participant (or his beneficiary) and distributed
to the participant (or his beneficiary) as soon as practicable
after the award has been earned. Notwithstanding the foregoing,
the Administrator shall have the right to retain custody of
certificates evidencing the shares subject to a performance award
and the right to require the participant to deliver to the
Corporation a stock power, endorsed in blank, with respect to
such award, until such time as the award is earned (or
forfeited).

(e) Nontransferability: Performance awards which have not been
earned shall not be transferable (including by sale, assignment,
pledge or hypothecation) other than by will or the laws of
intestate succession, and the recipient of a performance award
shall not sell, transfer, assign, pledge or otherwise encumber
any shares subject to the award until the performance period has
expired and until the conditions to earning the award have been
met.



10. WITHHOLDING

The Corporation shall withhold all required local, state,
federal, foreign and other taxes from any amount payable in cash
with respect to an award. Prior to the delivery or transfer of
any certificate for shares or any other benefit conferred under
the Plan, the Corporation shall require any recipient of an award
to pay to the Corporation in cash the amount of any tax or other
amount required by any governmental authority to be withheld and
paid over by the Corporation to such authority for the account of
such recipient. Notwithstanding the foregoing, the Administrator
may establish procedures to permit a recipient to satisfy such
obligation in whole or in part, and any local, state, federal,
foreign or other income tax obligations relating to such an
award, by electing (the "ELECTION") to have the Corporation
withhold shares of Common Stock from the shares to which the
recipient is entitled. The number of shares to be withheld shall
have a fair market value as of the date that the amount of tax to
be withheld is determined as nearly equal as possible to (but not
exceeding) the amount of such obligations being satisfied. Each
election must be made in writing to the Administrator in
accordance with election procedures established by the
Administrator.


11. DIVIDENDS AND DIVIDEND EQUIVALENTS

The Administrator may, in its sole discretion, provide that the
awards granted under the Plan earn dividends or dividend
equivalents. Such dividends or dividend equivalents may be paid
currently or may be credited to a participant's account. Any
crediting of dividends or dividend equivalents may be subject to
such restrictions and conditions as the Administrator may
establish, including reinvestment in additional shares of Common
Stock or share equivalents.


12. SECTION 16(B) COMPLIANCE

To the extent that any participants in the Plan are subject to
Section 16(b) of the Exchange Act, it is the general intention of
the Corporation that transactions under the Plan shall comply
with Rule 16b-3 under the Exchange Act and that the Plan shall be
construed in favor of the Plan transactions meeting the
requirements of Rule 16b-3 or any successor rules thereto.
Notwithstanding anything in the Plan to the contrary, the
Administrator, in its sole and absolute discretion, may bifurcate
the Plan so as to restrict, limit or condition the use of any
provision of the Plan to participants who are officers or
directors subject to Section 16 of the Exchange Act without so
restricting, limiting or conditioning the Plan with respect to
other participants.


13. CODE SECTION 162(M) PERFORMANCE-BASED COMPENSATION

To the extent to which Section 162(m) of the Code is applicable,
the Corporation intends that compensation paid under the Plan to
covered employees (as such term is defined in Section 162(m) and
related regulations) will, to the extent practicable, constitute
qualified "performance-based compensation" within the meaning of
Section 162(m) and related regulations, unless otherwise
determined by the Administrator. Accordingly, the provisions of
the Plan shall be administered and interpreted in a manner
consistent with Section 162(m) and related regulations to the
extent practicable to do so.


14. NO RIGHT OR OBLIGATION OF CONTINUED EMPLOYMENT OR SERVICE

Nothing in the Plan shall confer upon the participant any right
to continue in the service of the Corporation or a related entity
as an employee, director or independent contractor or to
interfere in any way with the right of the Corporation or a
related entity to terminate the participant's employment or
service at any time. Except as otherwise provided in the Plan or
an award agreement, awards granted under the Plan to employees of
the Corporation or a related entity shall not be affected by any
change in the duties or position of the participant, as long as
such individual remains an employee of, or in service to, the
Corporation or a related entity.


15. UNFUNDED PLAN; RETIREMENT PLANS

(a) Neither a participant nor any other person shall, by reason
of the Plan, acquire any right in or title to any assets, funds
or property of the Corporation or any related entity, including,
without limitation, any specific funds, assets or other property
which the Corporation or any related entity, in their discretion,
may set aside in anticipation of a liability under the Plan. A
participant shall have only a contractual right to the Common
Stock or amounts, if any, payable under the Plan, unsecured by
any assets of the Corporation or any related entity. Nothing
contained in the Plan shall constitute a guarantee that the
assets of such corporations shall be sufficient to pay any
benefits to any person.

(b) The amount of any compensation deemed to be received by a
participant pursuant to an award shall not constitute
compensation with respect to which any other employee benefits of
such participant are determined, including, without limitation,
benefits under any bonus, pension, profit sharing, life insurance
or salary continuation plan, except as otherwise specifically
provided by the terms of such plan or as may be determined by the
Administrator.

(c) The adoption of the Plan shall not affect any other stock
incentive or other compensation plans in effect for the
Corporation or any related entity, nor shall the Plan preclude
the Corporation from establishing any other forms of stock
incentive or other compensation for employees or service
providers of the Corporation or any related entity.


16. AMENDMENT AND TERMINATION OF THE PLAN

(a) General: The Plan and any award granted under the Plan may be
amended or terminated at any time by the Board of Directors of
the Corporation; provided, that (i) approval of a material
amendment to the Plan requires shareholder approval; and (ii)
amendment or termination of an award shall not, without the
consent of a recipient of an award, materially adversely affect
the rights of the recipient with respect to an outstanding award.
Notwithstanding clause (i) of the preceding sentence, except for
adjustments made pursuant to Section 4(c), the option price for
any outstanding option or base price of any outstanding SAR
granted under the Plan may not be decreased after the date of
grant, nor may any outstanding option or SAR granted under the
Plan be surrendered to the Corporation as consideration for the
grant of a new option or SAR with a lower exercise or base price
than the original option or SAR, as the case may be, without
shareholder approval of any such action.

(b) Adjustment of Awards upon the Occurrence of Certain Unusual
or Nonrecurring Events: The Administrator shall have authority to
make adjustments to the terms and conditions of awards in
recognition of unusual or nonrecurring events affecting the
Corporation or any related entity, or the financial statements of
the Corporation or any related entity, or of changes in
applicable laws, regulations or accounting principles, if the
Administrator determines that such adjustments are appropriate in
order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan
or necessary or appropriate to comply with applicable laws, rules
or regulations.

(c) Cash Settlement: Notwithstanding any provision of the Plan,
an award or an award agreement to the contrary, the Administrator
may cause any award granted under the Plan to be canceled in
consideration of an alternative award or cash payment of an
equivalent cash value, as determined by the Administrator, made
to the holder of such canceled award.


17. RESTRICTIONS ON AWARDS AND SHARES

The Corporation may impose such restrictions on awards and shares
representing awards hereunder as it may deem advisable, including
without limitation restrictions under the federal securities
laws, the requirements of any stock exchange or similar
organization and any blue sky or state securities laws applicable
to such securities. Notwithstanding any other Plan provision to
the contrary, the Corporation shall not be obligated to issue,
deliver or transfer shares of Common Stock under the Plan, make
any other distribution of benefits under the Plan, or take any
other action, unless such delivery, distribution or action is in
compliance with all applicable laws, rules and regulations
(including but not limited to the requirements of the Securities
Act). The Corporation may cause a restrictive legend to be placed
on any certificate issued pursuant to an award hereunder in such
form as may be prescribed from time to time by applicable laws
and regulations or as may be advised by legal counsel.





18. CHANGE OF CONTROL

(a) Notwithstanding any other provision of the Plan to the
contrary, and unless an individual award agreement provides
otherwise, in the event of a change of control (as defined in
Section 18(c) herein):

(i) All options and SARs outstanding as of the date of
such change of control shall become fully exercisable, whether or
not then otherwise exercisable.

(ii) Any restrictions including but not limited to the
restriction period, performance period and/or performance
criteria applicable to any restricted award and any performance
award shall be deemed to have been met, and such awards shall
become fully vested, earned and payable to the fullest extent of
the original grant of the applicable award.

(b) Notwithstanding the foregoing, in the event of a merger,
share exchange, reorganization or other business combination
affecting the Corporation or a related entity, the Administrator
may, in its sole and absolute discretion, determine that any or
all awards granted pursuant to the Plan shall not vest or become
exercisable on an accelerated basis, if the Corporation or the
surviving or acquiring corporation, as the case may be, shall
have taken such action, including but not limited to the
assumption of awards granted under the Plan or the grant of
substitute awards (in either case, with substantially similar
terms or equivalent economic benefits as awards granted under the
Plan), as in the opinion of the Administrator is equitable or
appropriate to protect the rights and interests of participants
under the Plan. For the purposes herein, if the Committee is
acting as the Administrator authorized to make the determinations
provided for in this Section 18(b), the Committee shall be
appointed by the Board of Directors, two-thirds of the members of
which shall have been directors of the Corporation prior to the
merger, share exchange, reorganization or other business
combinations affecting the Corporation or a related entity.

(c) For the purposes herein, a "CHANGE OF CONTROL" shall be
deemed to have occurred on the earliest of the following dates:

(i) The date any entity or person shall have become the
beneficial owner of, or shall have obtained voting control over,
fifty-one percent (51%) or more of the outstanding Common Stock
of the Corporation;

(ii) The date the shareholders of the Corporation approve
a definitive agreement (A) to merge or consolidate the
Corporation with or into another corporation or other business
entity (each, a "corporation"), in which the Corporation is not
the continuing or surviving corporation or pursuant to which any
shares of Common Stock of the Corporation would be converted into
cash, securities or other property of another corporation, other
than a merger or consolidation of the Corporation in which
holders of Common Stock immediately prior to the merger or
consolidation have the same proportionate ownership of Common
Stock of the surviving corporation immediately after the merger
as immediately before, or (B) to sell or otherwise dispose of all
or substantially all the assets of the Corporation; or

(iii) The date there shall have been a change in a majority
of the Board of Directors of the Corporation within a 12-month
period unless the nomination for election by the Corporation's
shareholders of each new director was approved by the vote of two-
thirds of the directors then still in office who were in office
at the beginning of the 12-month period.

(For purposes herein, the term "PERSON" shall mean any
individual, corporation, partnership, group, association or other
person, as such term is defined in Section 13(d)(3) or Section
14(d)(2) of the Exchange Act, other than the Corporation, a
subsidiary of the Corporation or any employee benefit plan(s)
sponsored or maintained by the Corporation or any subsidiary
thereof, and the term "BENEFICIAL OWNER" shall have the meaning
given the term in Rule 13d-3 under the Exchange Act.)


19. APPLICABLE LAW

The Plan shall be governed by and construed in accordance with
the laws of the State of Delaware, without regard to the conflict
of laws provisions of any state.





20. SHAREHOLDER APPROVAL

The Plan is subject to approval by the shareholders of the
Corporation. Awards granted prior to such shareholder approval
shall be conditioned upon and shall be effective only upon
approval of the Plan by such shareholders on or before such date.


21. DEFERRALS

The Administrator may permit or require a participant to defer
receipt of the delivery of shares of Common Stock or other
benefit that would otherwise be due pursuant to the exercise,
vesting or earning of an award. If any such deferral is required
or permitted, the Administrator shall, in its discretion,
establish rules and procedures for such deferrals.


22. BENEFICIARY DESIGNATION

The Administrator may permit a participant to designate in
writing a person or persons as beneficiary, which beneficiary
shall be entitled to receive settlement of awards (if any) to
which the participant is otherwise entitled in the event of
death. In the absence of such designation by a participant, and
in the event of the participant's death, the estate of the
participant shall be treated as beneficiary for purposes of the
Plan, unless the Administrator determines otherwise. The
Administrator shall have sole discretion to approve and interpret
the form or forms of such beneficiary designation.


23. GENDER AND NUMBER

Where the context admits, words in any gender shall include any
other gender, words in the singular shall include the plural and
the plural shall include the singular.


24. SUCCESSORS AND ASSIGNS

The Plan shall be binding upon the Corporation, its successors
and assigns, and participants, their executors, administrators
and permitted transferees and beneficiaries.
25. SEVERABILITY

If any provision of the Plan shall be held illegal or invalid for
any reason, such illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been
included.


26. CERTAIN DEFINITIONS

In addition to other terms defined in the Plan, the following
terms shall have the meaning indicated:

(a) "AWARD AGREEMENT" means any written agreement or
agreements between the Corporation and the recipient of an award
pursuant to the Plan relating to the terms, conditions and
restrictions of an award conferred herein. Such award agreement
may also state such other terms, conditions and restrictions,
including but not limited to terms, conditions and restrictions
applicable to shares subject to an award, as may be established
by the Administrator.

(b) "COVERED EMPLOYEE" shall have the meaning given the
term in Section 162(m) of the Code and the regulations
thereunder.

(c) "DISABILITY" shall have the meaning ascribed to the
term in any employment agreement, consulting agreement or other
similar agreement, if any, to which the participant is a party,
or, if no such agreement applies, "disability" shall mean the
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 12
months.

(d) "DISPLACEMENT" shall have the meaning ascribed to the
term in any employment agreement, consulting agreement or other
similar agreement, if any, to which the participant is a party,
or, if no such agreement applies, "displacement" shall mean the
termination of the participant's employment or service due to the
elimination of the participant's job or position without fault on
the part of the participant.

(e) "PARENT" or "PARENT CORPORATION" shall mean any
corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation if each corporation
other than the Corporation owns stock possessing 50% or more of
the total combined voting power of all classes of stock in
another corporation in the chain.

(f) "PREDECESSOR" or "PREDECESSOR CORPORATION" means a
corporation which was a party to a transaction described in
Section 424(a) of the Code (or which would be so described if a
substitution or assumption under Section 424(a) had occurred)
with the Corporation, or a corporation which is a parent or
subsidiary of the Corporation, or a predecessor of any such
corporation.

(g) "RELATED CORPORATION" means any parent, subsidiary or
predecessor of the Corporation, and "related entity" means any
related corporation or any other business entity which is an
affiliate controlled by the Corporation; provided, however, that
the term "related entity" shall be construed in a manner in
accordance with the registration provisions under applicable
federal securities laws.

(h) "RESTRICTED STOCK" shall mean shares of Common Stock
which are subject to restricted awards payable in shares, the
vesting of which is subject to restrictions set forth in the Plan
and the applicable award agreement.

(i) "RETIREMENT" shall have the meaning ascribed in any
employment agreement, consulting agreement or other similar
agreement, if any, to which the participant is a party, or, if no
such agreement applies, "retirement" shall mean retirement in
accordance with the retirement policies and procedures
established by the Corporation.

(j) "SUBSIDIARY" or "SUBSIDIARY CORPORATION" means any
corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation if each corporation
other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all
classes of stock in another corporation in the chain.