EXHIBIT 10.18


                                  SURREY, INC.
                                      2000
                            LONG-TERM INCENTIVE PLAN

         The purpose of the SURREY, INC. 2000 LONG-TERM INCENTIVE PLAN (the
"Plan") is to promote the growth and profitability of SURREY, INC. (the
"Company") and its affiliates by providing its employees, directors, and others
with an incentive to achieve long-term corporate objectives, to attract and
retain executives of outstanding competence, and to provide its executives with
an equity interest in the Company.

      1. STOCK SUBJECT TO PLAN.

            a. AGGREGATE LIMIT. An aggregate of 1,000,000 shares (the "Shares")
of the common stock, no par value, of the Company ("Company Stock") may be
subject to awards granted under the Plan. Such Shares may be authorized but
unissued Company Stock or authorized and issued Company Stock that has been
acquired by the Company. Except to the extent otherwise provided in paragraph
6.b., Shares that are forfeited, and Shares that are subject to an award which
expires or is canceled, shall be available for reissuance under the Plan.

            b. INDIVIDUAL LIMIT. Not more than 100,000 Shares may be subject to
awards granted to any individual during any calendar year. If an award granted
to an individual is canceled, the canceled award will continue to be counted
against the maximum number of shares for which awards may be granted to that
individual. If, after grant, the exercise price of a stock option is reduced,
the reduction shall be treated as a cancellation of the option and the grant of
a new option for purposes of this paragraph.

      2. ADMINISTRATION.

            a. COMMITTEE. The Plan shall be administered by a committee (the
"Committee") consisting of the Board of Directors of the Company (the "Board"),
or of not less than two members of the Board each of whom is a "nonemployee
director" within the meaning of Rule 16b-3(a)(3) under the Securities Exchange
Act of 1934 (the "Exchange Act"). To the extent feasible, at any time when the
Company is registered under Section 12 of the Exchange Act, each member of the
Committee shall be an "outside director" within the meaning of Section
162(m)(4)(C)(i) of the Internal Revenue Code of 1986 (the "Code") and
regulations thereunder.

            b. POWERS AND DUTIES. The Committee shall have sole discretion and
authority to:

                  i. adopt rules and regulations governing the administration of
            the Plan;

                  ii. select eligible individuals to whom awards will be
            granted;

                  iii. determine the type, price, amount, size, and terms of
            awards;

                  iv. determine when awards will be granted;

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                  v. determine whether restrictions will be placed on Shares
            purchased pursuant to an option or issued pursuant to an award;

and make all other determinations necessary or advisable for the administration
of the Plan. The Committee's determinations need not be uniform, and may be made
by it selectively among persons who are eligible to receive awards, whether or
not such persons are similarly situated. All interpretations, decisions, or
determinations made by the Committee shall be final and conclusive.

      3. ELIGIBILITY. Any employee of the Company or its Affiliates shall be
eligible to receive awards under the Plan. In addition, any director of the
Company, and any individual (other than a director of the Company) who is not an
employee of the Company or an Affiliate and who is rendering services to the
Company or an Affiliate at the request of the Board of Directors or the
President of the Company, shall be eligible to receive awards of nonqualified
stock options, stock appreciation rights, restricted stock, or performance
awards under the Plan. An "Affiliate" is any corporation that is a "parent
corporation" or a "subsidiary corporation" with respect to the Company, as
determined under Sections 424(e) and (f) of the Code.

      4. AWARDS. The Committee may make awards in the form of stock options,
stock appreciation rights, restricted stock, performance awards, or any
combination thereof.

      5. STOCK OPTIONS. A stock option shall entitle the optionee, upon
exercise, to purchase Shares at a specified price during a specified period.
Stock options may be "Incentive Stock Options" within the meaning of Section 422
of the Code, options which do not qualify as Incentive Stock Options
("Nonqualified Options"), or a combination of Incentive Stock Options and
Nonqualified Options. Stock options shall be subject to the following
requirements:

            a. TYPE OF OPTION. Each option shall be identified as an Incentive
      Stock Option or a Nonqualified Option. If a combination of Incentive Stock
      Options and Nonqualified Options are granted in a single award, the
      agreement evidencing the award shall specify the extent to which the
      options are Incentive Stock Options and the extent to which they are
      Nonqualified Options.

            b. TERM. No option shall be exercisable more than ten years after
      the date it is granted.

            c. PAYMENT. The purchase price of Shares subject to an option shall
      be payable in full when the option is exercised. Payment may be made in
      cash, in shares of Common Stock having a fair market value on the date of
      exercise which is equal to the option price, by directing the Company to
      withhold from the Shares that would otherwise be issued upon exercise a
      number of Shares having a fair market value on the date of exercise which
      is equal to the exercise price, or by any combination of the foregoing,
      subject to such terms and conditions as the Committee deems necessary or
      appropriate. The Committee, in its discretion, may also establish, or
      cooperate with an optionee who participates in, a cashless exercise
      program of a broker or other agent, under which: (i) all or part of the
      Shares


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      received upon exercise of an option are sold through the broker or other
      agent; or (ii) the broker or other agent makes a loan to such optionee.

            d. INCENTIVE STOCK OPTIONS. An Incentive Stock Option shall be
      subject to the following additional requirements:

                  i. The purchase price of Shares subject to the option shall
            not be less than the fair market value of the Shares at the time the
            option is granted, as determined in good faith by the Committee.

                  ii. The fair market value (determined at the time the option
            is granted) of all Shares with respect to which Incentive Stock
            Options first become exercisable during any calendar year, under
            this Plan or any other plan of the Company or an Affiliate, shall
            not exceed $100,000.

                  iii. If the optionee owns 10% or more of the total combined
            voting power of all classes of stock of the Company or an Affiliate
            at the time the option is granted, the purchase price of Shares
            subject to the option shall not be less than 110% of their fair
            market value on the date the option is granted, and the option may
            not be exercised more than five years after the date it is granted.
            The rules of Section 424(d) of the Code shall apply in determining
            the stock ownership of any optionee.

                  iv. The option shall not be transferable except to the extent
            permitted by the agreement evidencing the option. An Incentive Stock
            Option agreement may only permit the option to be transferred by
            will or the laws of descent and distribution, and an Incentive Stock
            Option may not be exercised during the optionee's lifetime by anyone
            other than the optionee.

Subject to the foregoing, options may be made exercisable in one or more
installments, upon the happening of certain events, or upon such other terms and
conditions as the Committee shall determine.

      6. STOCK APPRECIATION RIGHTS. A stock appreciation right shall entitle
the holder, upon exercise, to receive a payment equal to the amount by which the
fair market value of one Share on the date the right is exercised exceeds the
"base amount" established by the Committee on the date the right is granted.
Stock appreciation rights shall be subject to the following requirements:

            a. TYPE OF RIGHT. Stock appreciation rights may be granted in tandem
      with an option or as "freestanding" rights.

            b. TANDEM RIGHTS. Stock appreciation rights granted in tandem with
      an option shall become nonexercisable upon exercise of the option, and an
      option granted in tandem with stock appreciation rights shall become
      nonexercisable upon the exercise of the rights.


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      Shares subject to an option which becomes nonexercisable by virtue of the
      exercise of a tandem right shall not be available for subsequent awards
      under the Plan.

            c. TERM. No stock appreciation right shall be exercisable more than
      ten years after the date it is granted.

            d. PAYMENT. The amount payable upon the exercise of a stock
      appreciation right may be paid in cash, in shares of Company Stock having
      a fair market value which is not more than the amount payable on the date
      of exercise, or in a combination of cash and such shares, as the Committee
      shall determine.

            e. RIGHTS NOT TRANSFERABLE. A stock appreciation right shall not be
      transferable except to the extent permitted by the agreement evidencing
      the right.

            f. RIGHTS IN TANDEM WITH ISOs. Stock appreciation rights granted in
      tandem with an Incentive Stock Option shall be subject to the following
      additional requirements:

                  i. The base amount of the rights shall not be less than the
            purchase price of the Shares subject to the option.

                  ii. The rights may be exercised only when the fair market
            value of the Shares subject to the rights exceeds the purchase price
            of the Shares subject to the option.

                  iii. The rights may be exercised only when, and to the extent,
            the option may be exercised.

                  iv. The rights may be transferred only when the option may be
            transferred.

                  v. The amount payable upon exercise of the rights shall not
            exceed the difference between the fair market value of the Shares
            subject to the right and the purchase price of the

Shares subject to the option. Subject to the foregoing, stock appreciation
rights may be made exercisable in one or more installments, upon the happening
of certain events, or upon such other terms and conditions as the Committee
shall determine.

      7. RESTRICTED STOCK. Restricted stock awards shall entitle the holder to
receive Shares subject to forfeiture if specified conditions are not satisfied
at the end of a restricted period. Restricted stock awards shall be subject to
the following requirements:

            a. RESTRICTED PERIOD. The Committee shall establish a restricted
      period during which the holder will not be permitted to sell, transfer,
      pledge, encumber, or assign the Shares subject to the award. Within these
      limits, the Committee may provide for the lapse


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      of restrictions in installments, upon the occurrence of certain events, or
      upon such other terms and conditions as the Committee deems appropriate.
      Any attempt by a holder to dispose of restricted Shares in a manner
      contrary to the applicable restrictions shall be void, and of no force or
      effect.

            b. RIGHTS DURING RESTRICTED PERIOD. Except to the extent otherwise
      provided herein or under the terms of a restricted stock agreement, the
      holder of restricted Shares shall have all of the rights of a stockholder
      in the Company with respect to the restricted Shares, including the right
      to vote the Shares and to receive dividends and other distributions.
      However, all stock dividends, stock rights, and stock issued upon
      split-ups or reclassifications of Shares shall be subject to the same
      restrictions as the Shares with respect to which they are issued, and may
      be held in custody as provided below until the restrictions have lapsed.

            c. FORFEITURES. Except to the extent otherwise provided in a
      restricted stock agreement, restricted Shares shall be forfeited to the
      Company, and all rights of the holder with respect to such Shares shall
      terminate, if the holder shall cease to be an employee of the Company and
      its Affiliates or if any condition established by the Committee for the
      release of any restriction shall not have occurred prior to the end of the
      restricted period.

            d. CUSTODY. The Committee may provide that certificates evidencing
      restricted Shares shall be held in custody by a bank or other institution,
      or by the Company or an Affiliate, until the restrictions have lapsed. The
      Committee may also require the holder of restricted Shares to deliver a
      stock power to the Company, endorsed in blank, relating to the restricted
      Shares.

            e. CERTIFICATES. A recipient of restricted Shares shall be issued a
      certificate or certificates evidencing such Shares. Such certificates
      shall be registered in the name of the recipient, and shall bear a legend
      which shall be in substantially the following form:

            "The transferability of this certificate and the shares represented
            hereby are subject to the terms and conditions (including
            forfeiture) of the Surrey, Inc. 2000 Long-Term Incentive Plan and a
            Restricted Stock Agreement entered into between the registered owner
            and Surrey, Inc. Copies of such Plan and Agreement are on file in
            the offices of Surrey, Inc., 1311 Trails End Road, Leander, Texas
            78641."

      8. PERFORMANCE AWARDS. Performance awards shall entitle the recipient to
receive future payments of cash or distributions of Shares upon the achievement
of long-term performance goals. Performance awards shall be subject to the
following requirements:

            a. PERFORMANCE PERIOD. The Committee shall establish a performance
      period of not more than five years.

            b. AMOUNT OF AWARDS. The Committee shall establish a value for each
      performance award, which may be expressed in terms of specified dollar
      amounts or a


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      specified number of Shares. Such value may be fixed or variable in
      accordance with criteria specified by the Committee at the time of the
      award.

            c. PERFORMANCE OBJECTIVES. The Committee shall establish performance
      objectives to be achieved during the performance period, determining the
      extent to which an employee will be entitled to distributions with respect
      to the award.

            d. PERFORMANCE MEASURES. Performance objectives may relate to
      corporate, subsidiary, unit, or individual performance, or any combination
      thereof, and may be established in terms of growth in gross or net
      earnings, earnings per share, ratio of earnings to equity or assets, Share
      value, or such other measures as the Committee shall determine. Multiple
      objectives may be used which have the same or different weighting, and the
      objectives may relate to absolute performance or to relative performance
      measured against other companies, subsidiaries, units, or individuals.

            e. ADJUSTMENTS. Prior to the end of a performance period, the
      Committee may adjust previously established performance objectives to
      reflect major unforeseen events such as changes in applicable laws,
      regulations, or accounting practices; mergers, acquisitions, or
      divestitures; or other unusual or non-recurring events.

            f. DISTRIBUTIONS WITH RESPECT TO AWARDS. Following the end of a
      performance period, the Committee shall determine the extent to which the
      performance objectives for such period have been achieved and the amounts,
      if any, that are payable with respect to performance awards for that
      period. Such amounts may be paid in cash or in Shares (based on their fair
      market value at the time of the payment), or in any combination of cash
      and Shares, as the Committee shall determine. Payments may be made in a
      lump sum or in installments, and shall be subject to such vesting,
      deferral, or other terms and conditions as the Committee may determine.

            g. NONTRANSFERABILITY. A performance award shall not be assignable
      or transferable except to the extent permitted by the agreement evidencing
      the award.

      9. AGREEMENTS. Each award shall be evidenced by an agreement setting forth
the terms and conditions upon which it is granted. Multiple awards may be
evidenced by a single agreement. Subject to the limitations set forth in the
Plan, the Committee may, with the consent of the person to whom an award has
been granted, amend an agreement to modify the terms or conditions of any award.

      10. ADJUSTMENTS. If there is a change in the outstanding Shares of Company
Stock by reason of a stock dividend or split, recapitalization,
reclassification, combination, or exchange of Shares, or by reason of a similar
corporate change, the Committee may adjust the number of Shares subject to an
award, the option price or value of an award, the maximum number of Shares
subject to this Plan, or the maximum number of Shares subject to an award, as
may be appropriate to reflect


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the nature of the change. Any such adjustments shall be conclusive and binding
for all purposes of this Plan.

      11. MERGER, CONSOLIDATION, ETC. Subject to the provisions of the agreement
evidencing an award, if the Company becomes a party to a corporate merger,
consolidation, major acquisition of property for stock, spinoff, reorganization,
or liquidation, the Board may make any arrangement it deems advisable with
respect to outstanding awards, in the number of Shares subject to this Plan, and
in the number of Shares subject to awards to any individual. Such an arrangement
may include, but shall not be limited to, the substitution of new awards for
awards then outstanding, the assumption of any award, and the termination of any
award. Any such arrangements shall be conclusive and binding for all purposes of
this Plan.

      12. INDEMNIFICATION. Each member of the Committee and the Board shall be
indemnified by the Company against any loss, cost, liability, or expense that
may be imposed upon or reasonably incurred by him as a result of any claim,
action, suit, or proceeding in which he may be involved by reason of any action
taken or omitted under this Plan; provided, such person gives the Company an
opportunity, at its own expense, to handle and defend the same before he
undertakes to handle and defend it on his own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which any person may be entitled under the Company's articles of incorporation
or bylaws, as a matter of law, or otherwise.

      13. RIGHTS AS STOCKHOLDER. Except to the extent otherwise specifically
provided herein, the recipient of an award shall have no rights as a stockholder
with respect to Shares sold or issued pursuant to the Plan until certificates
for such Shares have been issued to such person.

      14. GENERAL RESTRICTIONS. Each award granted pursuant to the Plan shall be
subject to the requirement that if, in the opinion of the Committee:

            a. the listing, registration, or qualification of any Shares related
      thereto upon any securities exchange or under any state or federal law;

            b. the consent or approval of any regulatory body; or

            c. an agreement by the recipient with respect to the disposition of
      any such Shares;

is necessary or desirable as a condition of the issuance or sale of such Shares,
such award shall not be consummated unless and until such listing, registration,
qualification, consent, approval, or agreement is effected or obtained in form
satisfactory to the Committee.

      15. EMPLOYMENT RIGHTS. Nothing in this Plan, or in any agreement entered
into under the Plan, shall confer upon any employee the right to continue in the
employ of the Company or its Affiliates, or affect the right of the Company or
any Affiliate to terminate an employee's employment at any time, with or without
cause. In addition, nothing in this Plan, or in any agreement entered into under
the Plan, shall confer upon any individual who is rendering services to


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the Company or an Affiliate other than as an employee the right to continue to
render such services, or affect the right of the Company or any Affiliate to
terminate such services at any time, with or without cause.

      16. WITHHOLDING. If the Company proposes or is required to issue Shares
pursuant to the Plan, it may require the recipient to remit to it, or withhold
from such award or from the recipient's other compensation, an amount sufficient
to satisfy any tax withholding requirements prior to the delivery of
certificates for the Shares.

      17. AMENDMENTS. The Board may at any time, and from time to time, amend
the Plan in any respect, except that no amendment:

            a. increasing the number of Shares available for issuance or sale
      pursuant to the Plan (other than as permitted by paragraphs 10 and 11); or

            b. changing the classification of individuals eligible to
      participate in the Plan or the definition of an Affiliate;

shall be made without stockholder approval.

      18. CONTINGENT AWARDS. Any award granted under the Plan prior to the date
on which the Plan is approved by the Company's stockholders shall be contingent
upon such approval. If stockholder approval is not received within 12 months
after the date on which this Plan is adopted by the Board, such award shall be
void and of no force or effect.

      19. STOCKHOLDER APPROVAL. The approval of the Plan or any amendment by the
Company's stockholders must comply with all applicable provisions of the
Company's charter, bylaws, and applicable state law prescribing the method and
degree of stockholder approval required for granting awards of the type provided
under the Plan. Absent any such prescribed method and degree of stockholder
approval, the Plan or such amendment must be approved by a simple majority vote
of stockholders voting, either in person or by proxy, at a duly held
stockholders' meeting.

      20. DURATION. No awards shall be granted under the Plan after the earlier
of: (a) the date the Plan is terminated by the Board; or (b) the tenth
anniversary of the date the Plan was first approved by the Board.

      21. COMPLIANCE WITH SECTION 16(b). In the case of individuals who are
subject to Section 16 of the Exchange Act, the Company intends that the Plan and
any award granted under the Plan satisfy the applicable requirements of Rule
16b-3. If a provision of the Plan or any award would otherwise conflict with
such intent, that provision, to the extent possible, shall be interpreted so as
to avoid the conflict. To the extent of any remaining irreconcilable conflict
with such intent, the provision shall be deemed void as applied to individuals
who are subject to Section 16 of the Exchange Act.


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      22. EFFECTIVE DATE OF PLAN. The Plan was initially adopted by the Board of
Directors on March 6, 2000, and is being submitted to the shareholders for
approval on May 2, 2000.


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