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                                                                   Exhibit 10.13

                      2000 Stock Plan of Allin Corporation

1. Purpose

   Allin Corporation (the "Company") desires to attract and retain the best
available talent and encourage the highest level of performance by employees and
other persons who perform services for the Company in order to serve the best
interests of the Company and its shareholders.  By affording eligible persons
the opportunity to acquire proprietary interests in the Company and by providing
them incentives to put forth maximum efforts for the success of the Company's
business, the 2000 Stock Plan of the Company (the "2000 Plan") is expected to
contribute to the attainment of those objectives.


2. Scope and Duration

   Awards under the 2000 Plan may be granted in the form of (i) incentive stock
options ("incentive stock options') as provided in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code'), (ii) non-qualified stock options
("non-qualified options") (unless otherwise indicated, references in the 2000
Plan to "options" include incentive stock options and non-qualified options),
(iii) shares of the common stock, par value $0.01 per share, of the Company (the
"Common Stock") that are restricted as provided in paragraph 11 ("restricted
shares"), (iv) units to acquire shares of Common Stock that are restricted as
provided in paragraph 11 ("restricted units") and (v) stock appreciation rights
("rights") or limited stock appreciation rights ("limited rights").  The maximum
aggregate number of shares of Common Stock as to which awards may be granted
from time to time under the 2000 Plan is 295,000 shares.  The shares available
may be in whole or in part, authorized but unissued shares or issued shares
reacquired by the Company, as the Board of Directors of the Company (the "Board
of Directors") shall from time to time determine.  Unless otherwise provided by
the Board of Directors, shares covered by expired or terminated options and
forfeited restricted shares or restricted units, shares subject to awards that
are paid in cash or surrendered upon the exercise of an option, and shares
received by the Company upon the exercise of an option will not be available for
subsequent awards under the 2000 Plan.  No incentive stock option shall be
granted under the 2000 Plan more than 10 years after May 1, 2000.  Otherwise,
the Plan will continue until terminated pursuant to paragraph 17.


3. Administration

   The 2000 Plan will be administered by the Board of Directors, which shall
have plenary authority in its discretion, subject to and not inconsistent with
the express provisions of the 2000 Plan, (i) to grant options, to determine the
purchase price of the shares of Common Stock covered by each option, the term of
each option, the persons to whom, and the time or times at which options shall
be granted, and the number of shares to be covered by each option; (ii) to
designate options as incentive stock options or non-qualified options and to
determine which options shall be accompanied by rights and limited rights; (iii)
to grant rights and to determine the terms and conditions applicable to such
rights; (iv) to grant restricted shares and restricted units and to determine
the terms of the restricted period and other conditions applicable to such
shares or units, the persons to whom, and the time or times at which, restricted
shares or restricted units shall be granted and the number of shares or units to
be covered by each grant; (v) to interpret the 2000 Plan; (vi) to prescribe,
amend and rescind rules and regulations relating to the 2000 Plan; (vii) to
determine the terms and provisions of the option and rights agreements (which
need not be identical) and the restricted share and restricted units agreements
(which need not be identical) entered into in connection with awards under the
2000 Plan; and (viii) to make all other determinations deemed necessary or
advisable for the administration of the 2000 Plan. The Board of Directors may
delegate to one or more of its members or to one or more agents such
administrative duties as it may deem advisable, and the Board of Directors or
any person to whom it has delegated duties as aforesaid may employ one or more
persons to render advice with respect to any responsibility or authority the
Board of Directors or such person may have under the 2000 Plan.


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  The Board of Directors may employ attorneys, consultants, accountants or other
persons.  The Board of Directors, the Company and its officers and directors
shall be entitled to rely upon the advice, opinions or valuations of any such
persons.  All actions taken and all interpretations and determinations made by
the Board of Directors in good faith shall be final and binding upon all persons
who have received awards, the Company and all other interested persons.  No
member or agent of the Board of Directors shall be personally liable for any
action, determination or interpretation taken or made in good faith with respect
to the 2000 Plan or awards made thereunder, and all members and agents of the
Board of Directors shall be fully indemnified and protected by the Company in
respect of any such action, determination or interpretation.


4. Eligibility; Factors to be Considered in Granting Awards

   Awards will be limited to (i) officers, executives and others, who are
employees of the Company or its subsidiaries and (ii) any non-employee advisors
or consultants (including non-employee directors) who may provide or who have
provided services to the Company, its predecessors or its subsidiaries;
provided, however, that awards in the form of incentive stock options may be
granted only to employees.  In determining the persons to whom awards shall be
granted and the number of shares or units to be covered by each award, the Board
of Directors shall take into account the nature of the employees' duties or the
services provided, their past, present and potential contributions to the
success of the Company and such other factors as it shall deem relevant in
connection with accomplishing the purposes of the 2000 Plan.  At the conclusion
of each non-employee director's current year of service, such person will be
entitled to receive an immediately exercisable option to acquire 5,000 shares of
Common Stock at an exercise price equal to the Fair Market Value (as defined in
paragraph 5) if the individual is serving as a director on that date.  In
addition, to the extent that an option to acquire 5,000 shares is not granted
under another plan of the Company for one year of service as a non-employee
director, at the commencement of each year of service as a non-employee
director, each non-employee director will be entitled to receive an option to
acquire 5,000 shares of Common Stock at an exercise price equal to the Fair
Market Value that will vest on the first anniversary of the date of grant if the
individual is serving as a director on that date.  Awards may be granted singly,
in combination or in tandem and may be made in combination or in tandem with, in
replacement of, or as alternatives to, awards or grants under any other employee
plan maintained by the Company or its present and future subsidiaries.  A person
to whom an award has been granted shall be referred to as a "participant." An
award, other than an award of restricted shares, may provide for the crediting
to the account of, or the current payment to, each participant who has such an
award of an amount equal to the cash or stock dividends paid by the Company upon
one share of Common Stock for each restricted unit or share of Common Stock
subject to an option or right, included in such award ("Dividend Equivalent").
Dividend Equivalents credited to a participant's account shall not be subject to
forfeiture, except as the Board of Directors may otherwise determine in respect
of any option or right, and may bear amounts equivalent to interest or cash
dividends as the Board of Directors may determine.  A participant who has been
granted an award or awards under the 2000 Plan may be granted an additional
award or awards, subject to such limitations as may be imposed by the Code on
the grant of incentive stock options.  The Board of Directors, in its sole
discretion, may grant to a participant who has been granted an award under the
2000 Plan or any other plan maintained by the Company or one of its
subsidiaries, or any predecessors or successors thereto, in exchange for the
surrender and cancellation of such award, a new award in the same or a different
form and containing such terms, including without limitation a price which is
different (either higher or lower) than any price provided in the award so
surrendered and cancelled, as the Board of Directors may deem appropriate.


5. Option Price

   Except as provided in paragraph 4 with respect to certain options granted to
directors, the purchase price of the Common Stock covered by each option shall
be determined by the Board of Directors.  However, in the case of an award made
to any other participant in the form of an incentive stock option, the purchase
price shall not be less than 100% (or, in the case of an incentive stock option
granted to a "10 percent shareholder," as defined in Code section 422, 110%) of
the fair market value of the Common Stock on the date the option is granted,
which shall be the closing price of the Common Stock as reported on Nasdaq NMS
(the "Fair Market Value") for the date on which the option is granted, or if
there are no sales on such date, on the next preceding day on which there were
sales.  Except as provided in paragraph 15, the price of any award, once
established, will not be subject to change.  The Board of Directors shall
determine the date on which an option is granted, provided that such date is
consistent with the Code and any applicable rules or regulations thereunder.  In
the absence of such determination, the date on

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which the Board of Directors adopts a resolution granting an option shall be
considered the date on which such option is granted, provided the participant to
whom the option is granted is promptly notified of the grant and an option
agreement is duly executed as of the date of the resolution. The price so
determined shall also be applicable in connection with the exercise of any
related right or limited right.


6. Term of Options, Units and Rights

   The term of each incentive stock option granted under the 2000 Plan shall not
be more than 10 (or, in the case of a "10 percent shareholder," as defined in
Code section 422, 5) years from the date of grant, as the Board of Directors
shall determine, subject to earlier termination as provided in paragraphs 12 and
13.  The term of each non-qualified stock option as well as each restricted
unit, right or limited right granted under the 2000 Plan shall be such period of
time as the Board of Directors shall determine, subject to earlier termination
as provided in paragraphs 12 and 13.


7. Exercise of Options; Loans

  (a) Subject to the provisions of the 2000 Plan and unless otherwise provided
in the option agreement, an option granted under the 2000 Plan shall become 100%
vested at the earliest of the participant's normal retirement date, the
participant's death or total disability (as defined in paragraph 13) or over a
five (5) year period commencing with the date of grant at the rate of twenty
percent (20%) per year.  In its sole discretion, the Board of Directors may, in
any case or cases, prescribe different installments.  The Board of Directors may
also, in its sole discretion, accelerate any option at any time or, in any
option agreement, provide for the acceleration of the exercisability of any
option based on the occurrence of any event or satisfaction of any condition
prescribed by the Board of Directors in its sole discretion.

  (b) An option may be exercised at any time or from time to time (subject, in
the case of an incentive stock option, to such restrictions as may be imposed by
the Code), as to any or all full shares as to which the option has become
exercisable.

  (c) The purchase price of the shares as to which an option is exercised shall
be paid in full at the time of exercise; payment may be made in cash, which may
be paid by check or other instrument acceptable to the Company, or, with the
consent of the Board of Directors, in shares of the Common Stock, valued at the
Fair Market Value on the date of exercise, or if there were no sales on such
date, on the next preceding day on which there were sales or (if permitted by
the Board of Directors and subject to such terms and conditions as it may
determine) by surrender of outstanding awards under the 2000 Plan.  In addition,
any amount necessary to satisfy applicable federal, state or local tax
requirements shall be paid promptly upon notification of the amount due.  The
Board of Directors may permit such amount to be paid in shares of Common Stock
previously owned by the participant, or a portion of the shares of Common Stock
that otherwise would be distributed to such participant upon exercise of the
option, or a combination of cash and shares of such Common Stock.

  (d) Except as provided in paragraphs 12 and 13, no option which is an
incentive stock option may be exercised at any time unless the holder thereof is
then an employee of the Company, one of its subsidiaries.  For this purpose,
"subsidiary' shall include, as under Treasury Regulations Section 1.421-7(h)(3)
and (4), Example (3), any corporation that is a subsidiary of the Company during
the entire portion of the requisite period of employment during which it is the
employer of the holder.

  (e) The Board of Directors, in its sole discretion, may elect, in lieu of
delivering all or a portion of the shares of Common Stock as to which an option
has been exercised, if the Fair Market Value of the Common Stock exceeds the
exercise price of the option (i) to pay the participant in cash or in shares of
Common Stock, or a combination of cash and Common Stock, an amount equal to the
excess of (A) the Fair Market Value on the exercise date of the shares of Common
Stock as to which such option has been exercised, or if there were no sales on
such date, on the next preceding day on which there were sales over (B) the
option price, or (ii) in the case of an option which is a non-qualified option,
to defer payment and to credit the amount of such excess on the Company's books
for the account of the optionee and either (a) to treat the amount in such
account as if it had been invested in the manner from time to time determined by
the Board of Directors, with dividends or other income thereon being

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deemed to have been so reinvested or (b) for the Company's convenience, to
contribute the amount credited to such account to a trust, which may be
revocable by the Company, for investment in the manner from time to time
determined by the Board of Directors and set forth in the instrument creating
such trust. The Board of Director's election pursuant to this subparagraph shall
be made by giving written notice of such election to the participant (or other
person exercising the option). Shares of Common Stock paid pursuant to this
subparagraph will be valued at the Fair Market Value on the exercise date, or if
there were no sales on such date, on the next preceding day on which there were
sales.

   (f) Subject to any terms and conditions that the Board of Directors may
determine in respect of the exercise of options involving the surrender of
outstanding awards, upon, but not until, the exercise of an option or portion
thereof in accordance with (i) the 2000 Plan, (ii) the option agreement and
(iii) such rules and regulations as may be established by the Board of
Directors, the holder thereof shall have the rights of a shareholder with
respect to the shares issued as a result of such exercise.

   (g) The Company may make loans to such option holders as the Board of
Directors, in its discretion, may determine (including a holder who is a
director or officer of the Company) in connection with the exercise of options
granted under the 2000 Plan; provided, however, that the Board of Directors
shall not authorize the making of any loan where the possession of such
discretion or the making of such loan would result in a "modification" (as
defined in Section 424 of the Code) of any incentive stock option.  Such loans
shall be subject to the following terms and conditions and such other terms and
conditions as the Board of Directors shall determine not inconsistent with the
2000 Plan.  Such loans shall bear interest at such rates as the Board of
Directors shall determine from time to time, which rates may be below then
current market rates (except in the case of incentive stock options).  In no
event may any such loan exceed the fair market value, at the date of exercise,
of the shares covered by the option, or portion thereof, exercised by the
holder.  No loan shall have an initial term exceeding five years, but any such
loan may be renewable at the discretion of the Board of Directors.  When a loan
shall have been made, shares of Common Stock having a Fair Market Value at least
equal to the principal amount of the loan shall be pledged by the holder to the
Company as security for payment of the unpaid balance of the loan.  Every loan
shall comply with all applicable laws, regulations and rules of the Board of
Governors of the Federal Reserve System and any other governmental agency having
jurisdiction.


8. Award and Exercise of Rights

   (a) A right may be awarded by the Board of Directors in connection with any
option granted under the 2000 Plan (a "tandem right"), either at the time the
option is granted or thereafter at any time prior to the exercise, termination
or expiration of the option.  A right may also be awarded separately (a 'free-
standing right").  Each tandem right shall be subject to the same terms and
conditions as the related option and shall be exercisable only to the extent the
option is exercisable.

  The term of each freestanding right granted under the 2000 Plan shall be such
period of time as the Board of Directors shall determine.  Subject to the
provisions of the 2000 Plan and unless otherwise provided in the agreement
covering a freestanding right granted under the 2000 Plan, such right shall
become 100% vested at the earliest of the participant's normal retirement date,
the participant's death or total disability (as defined in paragraph 13) or such
period of time from the date of grant as the Board of Directors shall determine.
Prior to becoming 100% vested, each freestanding right shall become exercisable
at such time and in such manner as the Board of Directors shall determine.  The
Board of Directors may also, in its sole discretion, accelerate the
exercisability of any freestanding right at any time and provide, in the
agreement covering a freestanding right, that the right shall become immediately
exercisable based on the occurrence of any event or satisfaction of any
condition prescribed by the Board of Directors in its sole discretion.

  (b) A right shall entitle the participant upon exercise in accordance with its
terms (subject, in the case of a tandem right, to the surrender of the
unexercised portion of the related option or any portion or portions thereof
which the participant from time to time determines to surrender for this
purpose) to receive, subject to the provisions of the 2000 Plan and such rules
and regulations as from time to time may be established by the Board of
Directors, a payment having an aggregate value equal to (A) the excess of the
fair market value on the exercise date of one share over the option price per
share, in the case of a tandem right, or the price per share specified in the
terms of the right, in the case of a freestanding right, times (B) the number of
shares with respect to which the right shall have been

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exercised. The payment shall be made in the form of all cash, all shares of
Common Stock, or a combination thereof, as elected by the participant; provided,
that the Board of Directors shall have sole discretion to consent to or
disapprove the election of a participant to receive all or part of a payment in
cash (which consent or disapproval may be given at any time after the election
to which it relates). The price per share specified in a freestanding right
shall be determined by the Board of Directors but in no event shall be less than
the average of the daily closing price for the Common Stock as reported on the
Nasdaq NMS during a period determined by the Board of Directors in its sole
discretion that shall consist of any day on which shares of Common Stock are
traded on the Nasdaq NMS (a "Trading Day") or any number of consecutive Trading
Days, not exceeding 30, during the period of 30 Trading Days ending on the
Trading Day immediately preceding the date the right is granted, provided that,
in the absence of a different determination by the Board of Directors, the price
per share shall be determined on the basis of a period consisting of 30 Trading
Days. Such price shall be subject to adjustment as provided in paragraph 15. The
Board of Directors shall determine the date on which a freestanding right is
granted. In the absence of such determination, the date on which the Board of
Directors adopts a resolution granting such right shall be considered the date
of grant, provided the participant is promptly notified of the grant and an
agreement is duly executed as of the date of the resolution.

  If upon exercise of a right the participant is to receive all or a portion of
the payment in shares of Common Stock, the number of shares received shall be
determined by dividing such portion by the fair market value of a share on the
exercise date.  The number of shares received may not exceed the number of
shares covered by any option or portion thereof surrendered.  Cash will be paid
in lieu of any fractional share.

  No payment will be required from the participant upon exercise of a right,
except that any amount necessary to satisfy applicable federal, state or local
tax requirements shall be withheld or paid promptly upon notification of the
amount due and prior to or concurrently with delivery of cash or a certificate
representing shares.  The Board of Directors may permit such amount to be paid
in shares of Common Stock previously owned by the participant, or a portion of
the shares of Common Stock that otherwise would be distributed to such
participant upon exercise of the right, or a combination of cash and shares of
such Common Stock.

  (c) For purposes of this paragraph 8, the fair market value of a share on any
particular date shall mean the Fair Market Value of such share on such date, or
if there are no sales on such date, on the next preceding day on which there
were sales; provided that, in the case of rights that relate to an incentive
stock option, not in excess of the maximum amount that would be permissible
under Section 422 of the Code and the Treasury Regulations thereunder without
disqualifying such option as an incentive stock option under Section 422.

  (d) Upon exercise of a tandem right, the number of shares subject to exercise
under the related option shall automatically be reduced by the number of shares
represented by the option or portion thereof surrendered.

  (e) A right related to an incentive stock option may only be exercised if the
fair market value of a share of Common Stock on the exercise date exceeds the
option price.

  (f) Whether payments to participants upon exercise of tandem rights related to
non-qualified options or of freestanding rights are made in cash, shares of
Common Stock or a combination thereof, the Board of Directors shall have sole
discretion as to timing of the payments, whether in one lump sum or in annual
installments or otherwise deferred, which deferred payments may in the Board of
Directors' sole discretion (i) bear amounts equivalent to interest or cash
dividends, (ii) be treated as invested in the manner from time to time
determined by the Board of Directors, with dividends or other income thereon
being deemed to have been so reinvested, or (iii) for the convenience of the
Company, contributed to a trust, which may be revocable by the Company or
subject to the claims of its creditors, for investment in the manner from time
to time determined by the Board of Directors and set forth in the instrument
creating such trust, all as the Board of Directors shall determine.

  (g) If a freestanding right is not exercised, or neither a tandem right nor
the related option is exercised, before the end of the day on which the right
ceases to be exercisable and the fair market value of a share on such date
exceeds (i) the option price per share in the case of a tandem right or (ii) the
price per share specified in the terms of the right in the case of a
freestanding right, such right shall be deemed exercised and a payment in the
amount prescribed by subparagraph 8(b), less any applicable taxes, shall be paid
to the participant in cash.

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9. Award and Exercise of Limited Rights

  (a) A limited right may be awarded by the Board of Directors in connection
with any option granted under the 2000 Plan with respect to all or some of the
shares of Common Stock covered by such related option.  A limited right may be
granted either at the time the option is granted or thereafter at any time prior
to the exercise, termination or expiration of the option.  A limited right may
be granted to a participant irrespective of whether such participant is being
granted or has been granted a right under paragraph 8 hereof.  A limited right
may be exercised only during the ninety-day period beginning on the occurrence
of an event or condition prescribed by the Board of Directors.  In addition,
each limited right shall be exercisable only if, and to the extent that, the
related option is exercisable and, in the case of a limited right granted in
respect of an incentive stock option, only when the fair market value per share
of the Common Stock exceeds the option price per share.  Upon exercise of a
limited right, such related option shall cease to be exercisable to the extent
of the shares of Common Stock with respect to which such limited right is
exercised.  Upon the exercise or termination of a related option, the limited
right with respect to such related option shall terminate to the extent of the
shares of Common Stock with respect to which the related option was exercised or
terminated.

  (b) Upon the exercise of limited rights, the holder thereof shall receive in
cash an amount determined in the same manner as for a right granted under
paragraph 8.

  (c) Notwithstanding any other provision of the 2000 Plan, tandem rights
granted pursuant to paragraph 8 may not be exercised to the extent that any
limited rights granted with respect to the same option are then exercisable.
Upon exercise of the limited right, the number of shares subject to exercise
under the related option, and the number of tandem rights related thereto, shall
automatically be reduced by the number of shares and rights represented by the
limited right exercised.


10. Non-Transferability of Options and Rights

  Options, rights and limited rights granted under the 2000 Plan shall not be
transferable otherwise than by will or the laws of descent and distribution.
Options, rights and limited rights may be exercised during the lifetime of the
participant only by the participant or by the participant's guardian or legal
representative (unless such exercise would disqualify an option as an incentive
stock option).


11. Award and Delivery of Restricted Shares or Restricted Units

  (a) At the time an award of restricted shares or restricted units is made, the
Board of Directors shall establish a period of time (the 'Restricted Period")
applicable to such award.  Each award of restricted shares or restricted units
may have a different Restricted Period.  The Board of Directors may, in its sole
discretion, accelerate the Restricted Period or, at the time an award is made,
(i) prescribe conditions for the incremental lapse of restrictions during the
Restricted Period or (ii) provide for the lapse or termination of restrictions
upon the satisfaction of any condition or the occurrence of any event prescribed
by the Board of Directors in its sole discretion.  The Board of Directors may
also, in its sole discretion, shorten or terminate the Restricted Period or
waive any conditions for the lapse or termination of restrictions with respect
to all or any portion of the restricted shares or restricted units.
Notwithstanding the foregoing, all restrictions shall lapse or terminate with
respect to all restricted shares or restricted units upon death or total
disability (as defined in paragraph 13).

  (b) Upon the grant of an award of restricted shares, a stock certificate
representing a number of shares of Common Stock equal to the number of
restricted shares granted to a participant shall be registered in the
participant's name but shall be held in custody by the Company for the
participant's account.  The participant shall generally have the rights and
privileges of a shareholder as to such restricted shares, including the right to
vote such restricted shares, except that, subject to the provisions of paragraph
12, the following restrictions shall apply: (i) the participant shall not be
entitled to delivery of the certificate until the expiration or termination of
the Restricted Period and the satisfaction of any other conditions prescribed by
the Board of Directors; (ii) none of the restricted shares may be sold,
transferred, assigned, pledged, or otherwise encumbered or disposed of during
the Restricted Period and until the satisfaction of any other conditions
prescribed by the Board of Directors; and (iii) all of the restricted shares
shall be forfeited and all rights of the participant to such restricted shares
shall terminate without further obligation on the part of the Company unless the
participant has remained an employee of or, in the case of a


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non-employee participant, continues to perform services for the Company or any
of its subsidiaries until the expiration or termination of the Restricted Period
and the satisfaction of any other conditions prescribed by the Board of
Directors applicable to such restricted shares. At the discretion of the Board
of Directors, cash and stock dividends with respect to the restricted shares may
be either currently paid or withheld by the Company for the participant's
account, and interest may be paid on the amount of cash dividends withheld at a
rate and subject to such terms as determined by the Board of Directors. Cash or
stock dividends so withheld by the Board of Directors shall not be subject to
forfeiture. Upon the forfeiture of any restricted shares, such forfeited
restricted shares shall be transferred to the Company without further action by
the participant. The participant shall have the same rights and privileges, and
be subject to the same restrictions, with respect to any shares received
pursuant to paragraph 15.

  (c) Upon the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Board of Directors or at
such earlier time as provided for in paragraph 12, the restrictions applicable
to the restricted shares shall lapse and a stock certificate for the number of
shares of Common Stock with respect to which the restrictions have lapsed shall
be delivered, free of all such restrictions, except any that may be imposed by
law, to the participant or the participant's beneficiary or estate, as the case
may be.  The Company shall not be required to deliver any fractional share of
Common Stock but will pay, in lieu thereof, the Fair Market Value (determined as
of the date the restrictions lapse or next preceding day on which sales are
traded) of such fractional share to the participant or the participant's
beneficiary or estate, as the case may be.  No payment will be required from the
participant upon the issuance or delivery of any restricted shares, except that
any amount necessary to satisfy applicable federal, state or local tax
requirements shall be withheld or paid promptly upon notification of the amount
due and prior to or concurrently with the issuance or delivery of a certificate
representing such shares.  The Board of Directors may permit such amount to be
paid in (i) shares of Common Stock previously owned by the participant, (ii) a
portion of the shares of Common Stock that otherwise would be distributed to
such participant upon the lapse of the restrictions applicable to the restricted
shares, or (iii) a combination of cash and shares of such Common Stock;
provided, however, that the Board of Directors shall have sole discretion to
consent to or disapprove of any such election (which consent or disapproval may
be given at any time after the election to which it relates).

  (d) In the case of an award of restricted units, no shares of Common Stock
shall be issued at the time the award is made, and the Company shall not be
required to set aside a fund for the payment of any such awards.  The
participant will have no rights as a shareholder of the Company with respect to
restricted units.

  Upon the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Board of Directors or at
such earlier time as provided for in paragraph 12, the Company shall deliver to
the participant or the participant's beneficiary or estate, as the case may be,
one share of Common Stock for each restricted unit with respect to which the
restrictions have lapsed ('vested unit"), and cash equal to any Dividend
Equivalents credited with respect to each such vested unit and any interest
thereon; provided, however, that the Board of Directors may, in its sole
discretion, elect to pay cash or part cash and part Common Stock in lieu of
delivering only Common Stock for vested units.  If a cash payment is made in
lieu of delivering Common Stock, the amount of such cash payment shall be equal
to the Fair Market Value for the date on which the Restricted Period lapsed with
respect to such vested unit, or if there are no sales on such date, on the next
preceding day on which there were sales.  No payment will be required from the
participant upon the award of any restricted units, the crediting or payment of
any Dividend Equivalents, or the delivery of Common Stock or the payment of cash
in respect of vested units, except that any amount necessary to satisfy
applicable federal, state or local tax requirements shall be withheld or paid
promptly upon notification of the amount due.  The Board of Directors may permit
such amount to be paid in (i) shares of Common Stock previously owned by the
participant, (ii) a portion of the shares of Common Stock that otherwise would
be distributed to such participant in respect of vested units, or (iii) a
combination of cash and shares of such Common Stock; provided, however, that the
Board of Directors shall have sole discretion to consent to or disapprove of any
such election (which consent or disapproval may be given at any time after the
election to which it relates).

  (e) The restricted unit award agreement may permit a participant to request
that the payment of vested units (and Dividend Equivalents and the interest
thereon with respect to such vested units) be deferred beyond the payment date
specified in the agreement.  The Board of Directors shall, in its sole
discretion, determine whether to permit such deferral and to specify the terms
and conditions, which are not inconsistent with the 2000 Plan, to be contained
in the agreement.  In the event of such deferral, the Board of Directors may
determine that interest shall be

                                                                               7

<PAGE>

credited annually on the Dividend Equivalents, at a rate to be determined by the
Board of Directors. The Board of Directors may also determine to compound such
interest.


12. Termination of Employment

  (a) If the employment of an employee to whom an option, right or limited right
has been granted under the 2000 Plan shall be involuntarily terminated, then
except as set forth in paragraph 13, such option, right or limited right may,
subject to the provisions of the 2000 Plan, be exercised (to the extent that the
employee was entitled to do so at such involuntary termination of his
employment) at any time within three months after such involuntary termination,
provided, however, that any option, right or limited right held by an employee
whose employment is terminated for cause, as determined by the Board of
Directors in its sole discretion, shall forthwith terminate.  If the employment
of an employee to whom an option, right or limited right has been granted under
the 2000 Plan shall terminate for any other reason, then, except as provided in
paragraph 13, such option, right or limited right will immediately terminate;
provided, however, that in the case of an employee whose termination results
from retirement from active employment at or after age 65, such options, rights
and limited rights may be exercised within one year after such termination, but
in no case later than the date on which the option, right or limited right
terminates.

  (b) Unless otherwise determined by the Board of Directors, if an employee to
whom restricted shares or restricted units have been granted ceases to be an
employee of the Company or of a subsidiary prior to the end of the Restricted
Period and the satisfaction of any other conditions prescribed by the Board of
Directors for any reason other than death or total disability (as defined in
paragraph 13), the employee shall immediately forfeit all restricted shares and
restricted units as to which the Restricted Period has not then lapsed.  If such
employee ceases employment with the Company due to such employee's death or
total disability (as defined in paragraph 13), then all restrictions relating to
the restricted shares or restricted units shall immediately terminate.

  (c) Awards granted under the 2000 Plan shall not be affected by any change of
duties or position so long as the holder continues to be an employee of the
Company or any of its subsidiaries.  Any option, right, limited right,
restricted share or restricted unit agreement, or any rules and regulations
relating to the 2000 Plan, may contain such provisions as the Board of Directors
shall approve with reference to the determination of the date employment
terminates and the effect of leaves of absence.  Any such rules and regulations
with reference to any option agreement shall be consistent with the provisions
of the Code and any applicable rules and regulations thereunder.  Nothing in the
2000 Plan or in any award granted pursuant to the 2000 Plan shall confer upon
any employee any right to continue in the employ of the Company or any of its
subsidiaries or interfere in any way with the right of the Company or any such
subsidiary to terminate such employment at any time.

  (d) Notwithstanding anything else in the 2000 Plan to the contrary, if the
company employing an individual to whom an option, right, limited right,
restricted unit or restricted share has been granted under the 2000 Plan ceases
to be a subsidiary of the Company, then the Board of Directors may provide that
service with such employer or its direct or indirect subsidiaries in any
capacity shall be considered employment with the Company for purposes of the
2000 Plan.


13. Death or Total Disability of Employee

  If an employee to whom an option, right or limited right has been granted
under the 2000 Plan shall die or suffer a "total disability" while employed by
the Company, one of its subsidiaries, such option, right or limited right may be
exercised, to the extent that the employee was entitled to do so at the
termination of employment (including by reason of death or total disability), as
set forth herein or in option agreement (subject to the restrictions set forth
in paragraphs 8 and 9 with respect to persons subject to Section 16(b) of the
Exchange Act) by the employee, the legal guardian of the employee (unless such
exercise would disqualify an option as an incentive stock option), a legatee or
legatees of the employee under the employee's last will, or by the employee's
personal representatives or distributees, whichever is applicable, at any time
within one year after the date of the employee's death or total disability, but
in no case later than the date on which the option, right or limited right
terminates.  For purposes hereof, "total disability" is defined as a condition
which permits the employee to receive full benefits under the Company's long
term disability plan.  If employee is not eligible to participate in such plan
or no such plan is then

                                                                               8

<PAGE>

maintained, "total disability" means any physical or mental condition which
renders the employee unable to perform his or her duties to the satisfaction of
the Board of Directors and which condition may be expected to continue for more
than six months in the opinion of a physician selected by the Board of
Directors.

14. Awards to Non-employees

  Any non-employee of the Company who receives an award under the 2000 Plan
shall be subject to such constraints with respect to exercisability of awards
and forfeiture of awards as the Board of Directors, in its sole discretion, may
prescribe.


15. Adjustment upon Changes in Capitalization, etc.

  Notwithstanding any other provision of the 2000 Plan, the Board of Directors
may at any time make or provide for such adjustments to the 2000 Plan, to the
number and class of shares available thereunder or to any outstanding options,
rights, restricted shares or restricted units as it shall deem appropriate to
prevent dilution or enlargement of rights, including adjustments in the event of
distributions to holders of Common Stock other than a normal cash dividend,
changes in the outstanding Common Stock by reason of stock dividends, split-ups,
recapitalizations, mergers, consolidations, combinations or exchanges of shares,
separations, reorganizations, liquidations and the like.  In the event of any
offer to holders of Common Stock generally relating to the acquisition of their
shares, the Board of Directors may make such adjustment as it deems equitable in
respect of outstanding options, rights, limited rights and restricted units,
including in the Board of Directors' discretion revision of outstanding options,
rights, limited rights and restricted units so that they may be exercisable for
or payable in the consideration payable in the acquisition transaction.  No
adjustment shall be made in respect of an incentive stock option if such
adjustment would disqualify such option as an incentive stock option under
Section 422 of the Code and the Treasury Regulations thereunder.  No adjustment
shall be made in the minimum number of shares with respect to which an option
may be exercised at any time.  Any fractional shares resulting from such
adjustments to options, rights, limited rights or restricted units shall be
eliminated.


16. Effective Date

  The 2000 Plan shall be effective as of May 11, 2000 or such later date on
which the 2000 Plan is approved by the stockholders of the Company.  The Board
of Directors may, in its discretion, grant awards under the 2000 Plan, the
grant, exercise or payment of which shall be expressly subject to the conditions
that, to the extent required at the time of grant, exercise or payment, (i) if
the Company deems it necessary or desirable, a Registration Statement under the
Securities Act of 1933 with respect to such shares shall be effective, (ii) to
the extent such awards provide for the delivery of shares of Common Stock of the
Company, such shares shall have been listed on the Nasdaq NMS, subject to notice
of issuance, and (iii) any requisite approval or consent of any governmental
authority of any kind having jurisdiction over awards granted under the 2000
Plan shall be obtained.

17. Termination and Amendment

  The Board of Directors of the Company may suspend, terminate, modify or amend
the 2000 Plan, provided that any amendment that would increase the aggregate
number of shares that may be issued under the 2000 Plan, materially increase the
benefits accruing to participants under the 2000 Plan, or materially modify the
requirements as to eligibility for participation in the 2000 Plan shall be
subject to the approval of the Company's shareholders to the extent required by
Rule 16b-3, applicable law or any other governing rules or regulations, except
that any such increase or modification that may result from adjustments
authorized by paragraph 15 does not require such approval.  If the 2000 Plan is
terminated, the terms of the 2000 Plan shall, notwithstanding such termination,
continue to apply to awards granted prior to such termination.  In addition, no
suspension, termination, modification or amendment of the 2000 Plan may, without
the consent of the participant to whom an award shall theretofore have been
granted, adversely affect the rights of such participant under such award.


                                                                               9


<PAGE>

18. Written Agreements

  Each award of options, rights, limited rights, restricted shares or restricted
units shall be evidenced by a written agreement, executed by the participant and
the Company, which shall contain such restrictions, terms and conditions as the
Board of Directors may require.


19. Effect on Other Stock Plans

  The adoption of the 2000 Plan shall have no effect on awards made or to be
made pursuant to other stock plans covering employees or non-employees of the
Company, its subsidiaries, or any predecessors or successors thereto.



                                   /s/ Richard W. Talarico
                                   -----------------------
                                   Richard W. Talarico
                                   Chairman of the Board

                                   /s/ Brian K. Blair
                                   ------------------
                                   Brian K. Blair
                                   Director

                                   /s/ Anthony L. Bucci
                                   --------------------
                                   Anthony L. Bucci
                                   Director

                                   /s/ William C. Kavan
                                   --------------------
                                   William C. Kavan
                                   Director

                                   /s/ James S. Kelly, Jr.
                                   -----------------------
                                   James S. Kelly, Jr.
                                   Director

                                   /s/ Anthony C. Vickers
                                   ----------------------
                                   Anthony C. Vickers
                                   Director



                                                                              10