EXHIBIT 10



                                                                                                             
  EXHIBIT 10.1

  AMENDED AND
  RESTATED SUMMUS, INC. (USA)

  2000 EQUITY
  COMPENSATION PLAN

  ARTICLE I - GENERAL
  PROVISIONS


             
  1.1            The Plan
  is designed for the benefit of the Company to secure and retain the services
  of Eligible Participants.  The Board believes the Plan will promote and
  increase personal interests in the welfare of the Company by, and provide
  incentive to, those who are primarily responsible not only for its regular
  operations but also for shaping and carrying out the long-range plans of the
  Company and ordering its continued growth and financial success.


             
  1.2            Awards
  under the Plan may be made to Participants in the form of (i) Incentive Stock
  Options; (ii) Nonqualified Stock Options; (iii) Stock Appreciation Rights;
  (iv) Restricted Stock; (v) Deferred Stock; (vi) Stock Awards; (vii)
  Performance Shares; and (viii) Other Stock-Based Awards and other forms of
  equity-based compensation as may be provided and are permissible.


             
  1.3            The Plan
  shall be effective January 31st, 2000 (the “Effective Date”).


  ARTICLE II -
  DEFINITIONS


             
  Except where the context otherwise indicates, the following definitions apply:


             
  2.1            “Act”
  means the Securities Exchange Act of 1934, as now in effect or as hereafter
  amended.  All citations to sections of the Act or rules thereunder are to
  such sections or rules as they may from time to time be amended or renumbered.


             
  2.2            “Agreement”
  means the written agreement between the Company and the Participant evidencing
  each Award granted to a Participant under the Plan.


             
  2.3            “Award”
  means an award granted to a Participant under the Plan of a Stock Option,
  Stock Appreciation Rights or of Restricted Stock, Deferred Stock, Stock
  Awards, Performance Shares, Other Stock-Based Awards or of any combination of
  the foregoing.


             
  2.4            “Board”
  means the Board of Directors of Summus, Inc. (USA).


             
  2.5            “Code”
  means the Internal Revenue Code of 1986, as now in effect or as hereafter
  amended.  All citations to sections of the Code are to such sections as
  they may from time to time be amended or renumbered.


             
  2.6            “Committee”
  means the Compensation Committee of the Board or such other committee
  consisting of two or more members as may be appointed by the Board to
  administer this Plan pursuant to Article III.


             
  2.7            “Company”
  means Summus, Inc. (USA), a Florida corporation, and its successors and
  assigns. The term “Company” shall include any company during any period
  that is a “parent corporation” or a “subsidiary corporation” of the
  Company within the meaning of Code


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  section 424(d).  With respect to all
  purposes of the Plan, including, but not limited to, the establishment,
  amendment, termination, operation and administration of the Plan, Summus, Inc.
  (USA) shall be authorized to act on behalf of all other entities included
  within the definition of “Company.”


             
  2.8            “Deferred
  Stock” means the stock awarded under Article IX of the Plan.


             
  2.9            “Disability,”
  with respect to any Incentive Stock Option, means disability as determined
  under section 22(e)(3) of the Code, and, with respect to any other Award,
  means (i) with respect to a Participant who is eligible to participate in the
  Company’s program of long-term disability insurance, if any, a condition
  with respect to which the Participant is entitled to commence benefits under
  such program of long-term disability insurance, and (ii) with respect to any
  Participant (including a Participant who is eligible to participate in the
  Company’s program of long-term disability insurance, if any), a disability
  as determined under procedures established by the Committee or in any Award.


             
  2.10            “Eligible
  Participant” means an active full-time employee of the Company (including
  officers), as shall be determined by the Committee, as well as any other
  person, including members of the Board and consultants who provide services to
  the Company, subject to limitations as may be provided by the Code, the Act or
  the Committee, as shall be determined by the Committee.


             
  2.11            “Fair
  Market Value” means the fair market value of a share of Stock, as determined
  in good faith by the Committee; provided, however, that


  

             
  (a)            if the
  Stock is listed on a national securities exchange, Fair Market Value on a date
  shall be the closing sale price reported for the Stock on such exchange on
  such date if at least 100 shares of Stock were sold on such date or, if fewer
  than 100 shares of stock were sold on such date, then Fair Market Value on
  such date shall be the closing sale price reported for the Stock on such
  exchange on the last prior date on which at least 100 shares were sold, all as
  reported in The Wall Street Journal or such other source as the
  Committee deems reliable; and


             
  (b)            if the
  Stock is not listed on a national securities exchange but is admitted to
  quotation on the National Association of Securities Dealers Automated
  Quotation System or other comparable quotation system, Fair Market Value on a
  date shall be the last sale price reported for the Stock on such system on
  such date if at least 100 shares of Stock were sold on such date or, if fewer
  than 100 shares of Stock were sold on such date, then Fair Market Value on
  such date shall be the average of the high bid and low asked prices reported
  for the Stock on such system on such date or, if no shares of Stock were sold
  on such date, then Fair Market Value on such date shall be the last sale price
  reported for the Stock on such system on the last date on which at least 100
  shares of Stock were sold, all as reported in The Wall Street Journal
  or such other source as the Committee deems reliable; and


             
  (c)            If the
  Stock is not traded on a national securities exchange or reported by a
  national quotation system, if any broker-dealer makes a market for the Stock,
  then the Fair Market Value of the Stock on a date shall be the average of the
  highest and lowest quoted selling prices of the Stock in such market on such
  date if at least 100 shares of Stock were sold on such date or, if fewer than
  100 shares of Stock were sold on such date, then Fair Market Value on such
  date shall be the average of the high bid and low


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  asked prices for the Stock
  in such market on such date or, if no prices are quoted on such date, then
  Fair Market Value on such date shall be the average of the highest and lowest
  quoted selling prices of the Stock in such market on the last date on which at
  least 100 shares of Stock were sold.


  


             
  2.12            “Incentive
  Stock Option” means a Stock Option granted to an Eligible Participant under
  Article IV of the Plan.


             
  2.13            “Nonqualified
  Stock Option” means a Stock Option granted to an Eligible Participant under
  Article V of the Plan.


             
  2.14            “Nontandem
  Stock Appreciation Right” means any Stock Appreciation Right granted
  pursuant to Article VI of the Plan in a manner not related to a grant of a
  Stock Option.


             
  2.15            “Option
  Grant Date” means, as to any Stock Option, the latest of:


                         
  (a)            the date
  on which the Committee takes action to grant the Stock Option to the
  Participant;


                         
  (b)            the date
  the Participant receiving the Stock Option becomes an employee of the Company,
  to the extent employment status is a condition of the grant or a requirement
  of the Code or the Act; or


                         
  (c)            such
  other date (later than the dates described in (a) and (b) above) as the
  Committee may designate.


             
  2.16            “Participant”
  means an Eligible Participant to whom an Award has been granted and who has
  entered into an Agreement evidencing the Award.


             
  2.17            “Performance
  Shares” means shares of Stock that are subject to an Award pursuant to
  Article XI of the Plan.


             
  2.18            “Plan”
  means the Amended and Restated Summus, Inc.(USA) 2000 Equity Compensation
  Plan, as amended from time to time.


             
  2.19            “Restricted
  Stock” means an Award of Stock under Article VIII of the Plan, which Stock
  is issued with the restriction that the holder may not sell, transfer, pledge,
  or assign such Stock and with such other restrictions as the Committee, in its
  sole discretion, may impose, including without limitation, any restriction on
  the right to vote such Stock, and the right to receive any cash dividends,
  which restrictions may lapse separately or in combination at such time or
  times, in installments or otherwise, as the Committee may deem appropriate.


             
  2.20            
  “Restriction Period” means the period commencing on the date an Award of
  Restricted Stock is granted and ending on such date as the Committee shall
  determine.


             
  2.21            “Retirement”
  means retirement from active employment with the Company, as determined by the
  Committee.


             
  2.22            “Stock”
  means the common stock of Summus, Inc.(USA), as may be adjusted pursuant to
  the provisions of Plan Section 3.10.


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  2.23            “Stock
  Appreciation Right” means a Stock Right, as described in Article VI of this
  Plan, which provides for an amount payable in Stock and/or cash, as determined
  by the Committee, equal to the excess of the Fair Market Value of a share of
  Stock on the day the Stock Right is exercised over the price at which the
  Participant could exercise a related Stock Option to purchase the share of
  Stock.


             
  2.24            “Stock
  Appreciation Right Fair Market Value” means a value established by the
  Committee for the exercise of a Stock Appreciation Right or a limited Stock
  Appreciation Right.


             
  2.25            “Stock
  Award” means an Award of Stock granted in payment of compensation, as
  provided in Article X of the Plan.


             
  2.26            “Stock
  Option” means an Incentive Stock Option or a Nonqualified Stock
  Option.  Stock Options granted under the Plan shall be designated as
  either Incentive Stock Options or Nonqualified Stock Options, and in the
  absence of such designation shall be treated as Nonqualified Stock Options.


             
  2.27            “Stock
  Right” means an Award under Article VI of the Plan.  A Stock Right may
  be either a Tandem Stock Appreciation Right or a Nontandem Stock Appreciation
  Right.


             
  2.28            “Tandem
  Stock Appreciation Right” means any Stock Appreciation Right granted
  pursuant to Article VI of the Plan in conjunction with all or part of any
  Stock Option granted under the Plan pursuant to a Stock Option agreement which
  states that the Participant may, in lieu of exercising the Stock Option,
  surrender the Stock Option and receive shares of Stock equal in value to the
  Stock Appreciation Right.


             
  2.29            “Termination
  of Employment” means the discontinuance of employment of a Participant with
  the Company for any reason or, if the Participant is a non-employee member of
  the Board, the termination of the Participant’s directorship, or, if the
  Participant is a consultant to the Company, the termination of the Participant’s
  relationship as a consultant. The determination of whether a Participant has
  incurred a Termination of Employment shall be made by the Committee in its
  discretion.  In determining whether a Termination of Employment has
  occurred, the Committee may provide that service as a consultant or service
  with a business enterprise in which the Company has a significant ownership
  interest shall be treated as employment with the Company.  With respect
  to any Incentive Stock Option, employment shall be interpreted in a manner
  consistent with section 422 of the Code. A Participant shall not be deemed to
  have incurred a Termination of Employment if the Participant is on military
  leave, sick leave, or other bona fide leave of absence approved by the Company
  of 90 days or fewer (or any longer period during which the Participant is
  guaranteed reemployment by statute or contract.)  In the event a
  Participant’s leave of absence exceeds this period, he will be deemed to
  have incurred a Termination of Employment on the day following the expiration
  date of such period.


  ARTICLE III -
  ADMINISTRATION


             
  3.1           
  This Plan shall be administered by the Committee. The Committee, in its
  discretion, may delegate to one or more of its members such of its powers as
  it deems appropriate.  The Committee also may limit the power of any
  member to the extent necessary to comply with rule 16b-3 under the Act, Code
  section 162(m) or any other law or for any other purpose.  Members of the
  Committee shall be appointed originally, and as vacancies occur, by the Board,
  to serve at the pleasure of the Board.  The Board may serve as the
  Committee, if by the terms of the Plan all Board members are otherwise
  eligible to serve on the Committee.


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  3.2            The
  Committee shall meet at such times and places as it determines.  A
  majority of its members shall constitute a quorum, and the decision of a
  majority of those present at any meeting at which a quorum is present shall
  constitute the decision of the Committee.  A memorandum signed by all of
  its members shall constitute the decision of the Committee without necessity,
  in such event, for holding an actual meeting.


             
  3.3            The
  Committee shall have the exclusive right to interpret, construe and administer
  the Plan, to select the persons who are eligible to receive an Award, and to
  act in all matters pertaining to the granting of an Award and the contents of
  the Agreement evidencing the Award, including without limitation, the
  determination of the number of Stock Options, Stock Rights, shares of Stock or
  Performance Shares subject to an Award and the form, terms, conditions and
  duration of each Award, and any amendment thereof consistent with the
  provisions of the Plan.  All acts, determinations and decisions of the
  Committee made or taken pursuant to grants of authority under the Plan or with
  respect to any questions arising in connection with the administration and
  interpretation of the Plan, including the severability of any and all of the
  provisions thereof, shall be conclusive, final and binding upon all
  Participants, Eligible Participants and their estates and beneficiaries.


             
  3.4            The
  Committee may adopt such rules, regulations and procedures of general
  application for the administration of this Plan, as it deems appropriate.


             
  3.5            Subject
  to adjustment as provided in Plan Section 3.10, the aggregate number of shares
  of Stock which are available for issuance pursuant to Awards under the Plan
  shall be Six Million Five Hundred Thousand (6,500,000) shares of Stock. 
  Such shares of Stock shall be made available from authorized and unissued
  shares.  If, for any reason, any shares of Stock awarded or subject to
  purchase under the Plan are not delivered or purchased, or are reacquired by
  the Company, for reasons including, but not limited to, a forfeiture of
  Restricted Stock or termination, expiration or cancellation of a Stock Option,
  such shares of Stock shall not be charged against the aggregate number of
  shares of Stock available for issuance pursuant to Awards under the Plan and
  shall again be available for issuance pursuant to Award under the Plan. 
  If the exercise price and/or withholding obligation under a Stock Option is
  satisfied by tendering shares of Stock to the Company (either by actual
  delivery or attestation), only the number of shares of Stock issued net of the
  share of Stock so tendered shall be deemed delivered for purposes of
  determining the maximum number of shares of Stock available for issuance under
  the Plan.


             
  3.6            Each
  Award granted under the Plan shall be evidenced by a written Award Agreement.
  Each Award Agreement shall be subject to and incorporate, by reference or
  otherwise, the applicable terms and conditions of the Plan, and any other
  terms and conditions, not inconsistent with the Plan, as may be imposed by the
  Committee.


             
  3.7            The
  Company shall not be required to issue or deliver any certificates for shares
  of Stock prior to:


             
  (a)            the
  listing of such shares on any stock exchange on which the Stock may then be
  listed; and


             
  (b)            the
  completion of any registration or qualification of such shares of Stock under
  any federal or state law, or any ruling or regulation of any government body
  which the Company shall, in its discretion, determine to be necessary or
  advisable.


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  The Company will from time to time,
  as is necessary to accomplish the purposes of this Plan, seek to obtain from
  any regulatory agency having jurisdiction any requisite authority in order to
  issue and sell shares of Stock hereunder.  The inability of the Company
  to obtain from any regulatory agency having jurisdiction the authority deemed
  by the Company’s counsel to be necessary to the lawful issuance and sale of
  any shares of the Stock hereunder shall relieve the Company of any liability
  in respect of the nonissuance or sale of the Stock as to which the requisite
  authority shall not have been obtained.


             
  3.8            All
  certificates for shares of Stock delivered under the Plan shall also be
  subject to such stop-transfer orders and other restrictions as the Committee
  may deem advisable under the rules, regulations, and other requirements of the
  Securities and Exchange Commission, any stock exchange upon which the Stock is
  then listed and any applicable federal or state laws, and the Committee may
  cause a legend or legends to be placed on any such certificates to make
  appropriate reference to such restrictions.  In making such
  determination, the Committee may rely upon an opinion of counsel for the
  Company.


             
  3.9            Subject
  to the restrictions on Restricted Stock, as provided in Article VIII of the
  Plan and in the Restricted Stock Award Agreement, each Participant who
  receives an Award of Restricted Stock shall have all of the rights of a
  shareholder with respect to such shares of Stock, including the right to vote
  the shares to the extent, if any, such shares possess voting rights and
  receive dividends and other distributions.  Except as provided otherwise
  in the Plan or in an Award Agreement, no Participant awarded a Stock Option,
  Stock Right, Deferred Stock, Stock Award or Performance Share shall have any
  right as a shareholder with respect to any shares of Stock covered by his or
  her Stock Option, Stock Right, Deferred Stock, Stock Award or Performance
  Share prior to the date of issuance to him or her of a certificate or
  certificates for such shares of Stock.


             
  3.10            If any
  reorganization, recapitalization, reclassification, stock split, stock
  dividend, or consolidation of shares of Stock, merger or consolidation or
  separation, including a spin-off, of the Company or sale or other disposition
  by the Company of all or a portion of its assets, any other change in the
  Company’s corporate structure, or any distribution to shareholders other
  than a cash dividend results in the outstanding shares of Stock, or any
  securities exchanged therefor or received in their place, being exchanged for
  a different number or class of shares of Stock or other securities of the
  Company, or for shares of Stock or other securities of any other corporation;
  or new, different or additional shares or other securities of the Company or
  of any other corporation being received by the holders of outstanding shares
  of Stock, then the Committee may make equitable adjustments in:


  

             
  (a)            the
  limitation on the aggregate number of shares of Stock that may be awarded as
  set forth in Plan Section 3.5;


             
  (b)            the
  number of shares and class of Stock that may be subject to an Award, and which
  have not been issued or transferred under an outstanding Award;


             
  (c)            the
  purchase price to be paid per share of Stock under outstanding Stock Options;
  and


             
  (d)            the
  terms, conditions or restrictions of any Award and Award Agreement, including
  the price payable for the acquisition of Stock;


  


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  provided, however, that all
  adjustments made as the result of the foregoing in respect of each Incentive
  Stock Option shall be made so that such Stock Option shall continue to be an
  incentive stock option within the meaning of Code section 422, unless the
  Committee takes affirmative action to treat such Stock Option instead as a
  Nonqualified Stock Option.


             
  3.11            In
  addition to such other rights of indemnification as they may have as directors
  or as members of the Committee, the members of the Committee shall be
  indemnified by the Company against reasonable expenses, including attorney’s
  fees, actually and necessarily incurred in connection with the defense of any
  action, suit or proceeding, or in connection with any appeal therein, to which
  they or any of them may be a party by reason of any action taken or failure to
  act under or in connection with the Plan or any Award granted thereunder, and
  against all amounts paid by them in settlement thereof, provided such
  settlement is approved by independent legal counsel selected by the Company,
  or paid by them in satisfaction of a judgment or settlement in any such
  action, suit or proceeding, except as to matters as to which the Committee
  member has been negligent or engaged in misconduct in the performance of his
  duties; provided, that within 60 days after institution of any such action,
  suit or proceeding, a Committee member shall in writing offer the Company the
  opportunity, at its own expense, to handle and defend the same.


             
  3.12            The
  Committee may require each person purchasing shares of Stock pursuant to a
  Stock Option or other Award under the Plan to represent to and agree with the
  Company in writing that he is acquiring the shares of Stock without a view to
  distribution thereof.  The certificates for such shares of Stock may
  include any legend which the Committee deems appropriate to reflect any
  restrictions on transfer.


             
  3.13            The
  Committee shall be authorized to make adjustments in performance based
  criteria or in the terms and conditions of other Awards in recognition of
  unusual or nonrecurring events affecting the Company or its financial
  statements or changes in applicable laws, regulations or accounting
  principles.  The Committee may correct any defect, supply any omission or
  reconcile any inconsistency in the Plan or any Award Agreement in the manner
  and to the extent it shall deem desirable to carry it into effect.  In
  the event the Company shall assume outstanding employee benefit awards or the
  right or obligation to make future such awards in connection with the
  acquisition of another corporation or business entity, the Committee may, in
  its discretion, make such adjustments in the terms of Awards under the Plan as
  it shall deem appropriate.


             
  3.14            All
  outstanding Awards to any Participant may be canceled if (a) the Participant,
  without the consent of the Committee, while employed by the Company or after
  termination of such employment, becomes associated with, employed by, renders
  services to, or owns any interest in, other than any insubstantial interest,
  as determined by the Committee, any business that is in competition with the
  Company or with any business in which the Company has a substantial interest
  as determined by the Committee; or (b) is terminated for cause as determined
  by the Committee.


             
  3.15            In
  connection with any underwritten public offering by the Company of its equity
  securities pursuant to an effective registration statement filed under the
  Securities Act of 1933, a Participant shall not sell, make any short sale of,
  loan, hypothecate, pledge, grant any option for the purchase of, or otherwise
  dispose or transfer for value or otherwise agree to engage in any of the
  foregoing transactions with respect to, any Stock acquired under the Plan
  without the prior written consent of the Company or its underwriters. 
  Such restriction (the “Market Stand-Off”) shall be in effect for such
  period of time from and after the effective date of the final prospectus


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  for
  the offering as may be requested by the Company or such underwriters.  In
  no event, however, shall such period exceed the period for which securities
  owned by the Chief Executive Officer of the Company are subject to the same
  restrictions.  Any new, substituted or additional securities that are by
  reason of any recapitalization or reorganization distributed with respect to
  Stock acquired under the Plan shall be immediately subject to the Market
  Stand-Off, to the same extent the Stock acquired under the Plan is at such
  time covered by such provisions.  In order to enforce the Market
  Stand-Off, the Company may impose stop-transfer restrictions with respect to
  the Stock acquired under the Plan until the end of the applicable stand-off
  period.


  ARTICLE IV -
  INCENTIVE STOCK OPTIONS


             
  4.1            Each
  provision of this Article IV and of each Incentive Stock Option granted under
  the Plan shall be construed in accordance with the provisions of Code section
  422, and any provision hereof that cannot be so construed shall be
  disregarded.


             
  4.2           
  Incentive Stock Options shall be granted only to Eligible Participants who are
  in the active employment of the Company, and to individuals to whom grants are
  conditioned upon active employment, each of whom may be granted one or more
  such Incentive Stock Options for a reason related to his employment at such
  time or times determined by the Committee following the Effective Date through
  the date which is ten (10) years following the Effective Date, subject to the
  following conditions:


  

             
  (a)            The
  Incentive Stock Option exercise price per share of Stock shall be set in the
  Agreement, but shall not be less than 100% of the Fair Market Value of the
  Stock on the Option Grant Date.  If the Eligible Participant owns more
  than 10% of the outstanding Stock (as determined pursuant to Code section
  424(d)) on the Option Grant Date, the Incentive Stock Option exercise price
  per share shall not be less than 110% of the Fair Market Value of the Stock on
  the Option Grant Date; provided, however, that if an Incentive Stock Option is
  granted to such an Eligible Participant at an exercise price per share that is
  less than 110% of Fair Market Value of the stock on the Option Grant Date,
  such Option shall be deemed a Nonqualified Stock Option.


             
  (b)            The
  Incentive Stock Option may be exercised in whole or in part from time to time
  within ten (10) years from the Option Grant Date (five (5) years if the
  Eligible Participant owns more than 10% of the Stock on the Option Grant
  Date), or such shorter period as may be specified by the Committee in the
  Award; provided, that in any event, the Incentive Stock Option and related
  Stock Right shall lapse and cease to be exercisable upon a Termination of
  Employment or within such period following a Termination of Employment as
  shall have been specified in the Incentive Stock Option Award Agreement, which
  period shall in no event exceed three months unless:


    
      

  (i)           
  employment shall have terminated
  as a result of death or Disability, in which event such period shall not
  exceed one year after the date of death or Disability; or


  (ii)           
  death shall have occurred
  following a Termination of Employment and while the Incentive Stock Option or
  Stock Right was still exercisable, in which event such period shall not exceed
  one year after the date of death; provided, further, that such period
  following a Termination of


      

    

  


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  Employment shall in no event extend the original
  exercise period of the Incentive Stock Option.


      

    


             
  (c)            To the
  extent the aggregate Fair Market Value, determined as of the Option Grant
  Date, of the shares of Stock with respect to which incentive stock options
  (determined without regard to this subsection) are first exercisable during
  any calendar year (under this Plan or any other plan of the Company and its
  parent and subsidiary corporations (within the meaning of Code sections 424(e)
  and 424(f), respectively)), by Participant exceeds $100,000, such Incentive
  Stock Options granted under the Plan shall be treated as Nonqualified Stock
  Options granted under Article V.


             
  (d)            The
  Committee may adopt any other terms and conditions which it determines should
  be imposed for the Incentive Stock Option to qualify under Code section 422,
  as well as any other terms and conditions not inconsistent with this Article
  IV as determined by the Committee.


             
  (e)            All or
  any portion of the shares of Stock authorized for issuance pursuant to Section
  3.5 herein shall be available for issuance pursuant to Incentive Stock Options
  granted under this Plan.


  


             
  4.3            To the
  extent an Incentive Stock Option fails to meet the requirements of Code
  section 422, it shall be deemed a Nonqualified Stock Option.


             
  4.4            The
  Committee may at any time offer to buy out for a payment in cash, Stock,
  Deferred Stock or Restricted Stock an Incentive Stock Option previously
  granted, based on such terms and conditions as the Committee shall establish
  and communicate to the Participant at the time that such offer is made.


             
  4.5            If the
  Incentive Stock Option Award Agreement so provides, the Committee may require
  that all or part of the shares of Stock to be issued upon the exercise of an
  Incentive Stock Option shall take the form of Deferred or Restricted Stock,
  which shall be valued on the date of exercise, as determined by the Committee,
  on the basis of the Fair Market Value of such Deferred Stock or Restricted
  Stock determined without regard to the deferral limitations and/or forfeiture
  restrictions involved.


             
  4.6            Any
  Incentive Stock Option that fails to qualify under section 422 of the Code
  shall be treated as a Nonqualified Stock Option granted under Article V.

  ARTICLE V -
  NONQUALIFIED STOCK OPTIONS


             
  5.1           
  Nonqualified Stock Options may be granted to Eligible Participants to purchase
  shares of Stock at such time or times determined by the Committee, following
  the Effective Date, subject to the terms and conditions set forth in this
  Article V.


             
  5.2            The
  Nonqualified Stock Option exercise price per share of Stock shall be
  established in the Agreement and may be more than, equal to or less than 100%
  of the Fair Market Value at the time of the grant, but may not be less than
  par value of the Stock.


             
  5.3            A
  Nonqualified Stock Option may be exercised in full or in part from time to
  time within such period as may be specified by the Committee in the Agreement;
  provided, that, in any event, the Nonqualified Stock Option shall lapse and
  cease to be exercisable upon a


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  Termination of Employment or within such period
  following a Termination of Employment as shall have been specified in the
  Nonqualified Stock Option Award Agreement, provided, that such period
  following a Termination of Employment shall in no event extend the original
  exercise period of the Nonqualified Stock Option.


             
  5.4            The
  Nonqualified Stock Option Award Agreement may include any other terms and
  conditions not inconsistent with this Article V or Article VII, as determined
  by the Committee.

  ARTICLE VI - STOCK
  APPRECIATION RIGHTS


             
  6.1            A Stock
  Appreciation Right may be granted to an Eligible Participant in connection
  with an Incentive Stock Option or a Nonqualified Stock Option granted under
  Article IV or Article V of this Plan (referred to as a “Tandem Stock
  Appreciation Right”), or may be granted independent of any related Stock
  Option (referred to as a “Nontandem Stock Appreciation Right”).  A
  Stock Appreciation Right granted under the Plan shall be designated as either
  a:  (i) Tandem Stock Appreciation Right, or (ii) Nontandem Stock
  Appreciation Right.


             
  6.2            A Tandem
  Stock Appreciation Right shall entitle a holder of a Stock Option, within the
  period specified for the exercise of the Stock Option, to surrender the
  unexercised Stock Option, or a portion thereof, and to receive in exchange
  therefor a payment in cash or shares of Stock having an aggregate value equal
  to the amount by which the Fair Market Value of each share of Stock exceeds
  the Stock Option price per share of Stock, times the number of shares of Stock
  under the Stock Option, or portion thereof, which is surrendered.


             
  6.3            Each
  Tandem Stock Appreciation Right granted hereunder shall be subject to the same
  terms and conditions as the related Stock Option, including limitations on
  transferability, and shall be exercisable only to the extent such Stock Option
  is exercisable and shall terminate or lapse and cease to be exercisable when
  the related Stock Option terminates or lapses.  The grant of Tandem Stock
  Appreciation Rights related to Incentive Stock Options must be concurrent with
  the grant of the Incentive Stock Options.  With respect to Nonqualified
  Stock Options, the grant of Tandem Stock Appreciation Rights either may be
  concurrent with the grant of the Nonqualified Stock Options, or in connection
  with Nonqualified Stock Options previously granted under Article V, which are
  unexercised and have not terminated or lapsed.


             
  6.4            Upon
  exercise of a Tandem Stock Appreciation Right, the number of shares of Stock
  subject to exercise under any related Stock Option shall automatically be
  reduced by the number of shares of Stock represented by the Stock Option or
  portion thereof which is surrendered.


             
  6.5            The
  Committee may grant Nontandem Stock Appreciation Rights and shall specify at
  the time of grant the number of shares of Stock covered by such right and the
  base price of a share of Stock (the “Base Price”), which shall not be less
  than 100% of Fair Market Value of a share of Stock on the date of grant. 
  A Nontandem Stock Appreciation Right shall be exercisable during such period
  as the Committee shall determine.  Upon exercise of a Nontandem Stock
  Appreciation Right, the Participant shall be entitled to receive from the
  Company cash and/or Stock having an aggregate Fair Market Value equal to the (i) the excess of (A) the Fair Market Value of one (1) share of Stock at the
  time of exercise over (B) the Base Price, multiplied by (ii) the number of
  shares of Stock covered by the Nontandem Stock Appreciation Right, or the
  portion thereof being exercised.


- 10 -




   



             
  6.6            The
  Committee shall have sole discretion to determine in each case whether the
  payment with respect to the exercise of a Stock Appreciation Right will be in
  the form of all cash or all Stock, or any combination thereof.  If
  payment is to be made in Stock, the number of shares of Stock shall be
  determined based on the Fair Market Value of the Stock on the date of
  exercise.  If the Committee elects to make full payment in Stock, no
  fractional shares of Stock shall be issued and cash payments shall be made in
  lieu of fractional shares.


             
  6.7            The
  Committee shall have sole discretion as to the timing of any payment made in
  cash or Stock, or a combination thereof, upon exercise of Stock Appreciation
  Rights.  Payment may be made in a lump sum, in annual installments or may
  be otherwise deferred; and the Committee shall have sole discretion to
  determine whether any deferred payments may bear amounts equivalent to
  interest or cash dividends.


             
  6.8            The
  exercise of a Stock Appreciation Right shall be effective only upon the
  Participant’s satisfaction (as determined by the Committee in its
  discretion) of any tax withholding obligations with respect to such exercise.


  ARTICLE VII -
  INCIDENTS OF STOCK OPTIONS AND STOCK RIGHTS


             
  7.1            Each
  Stock Option and Stock Right shall be granted subject to such terms and
  conditions, if any, not inconsistent with this Plan, as shall be determined by
  the Committee, including any provisions as to continued employment as
  consideration for the grant or exercise of such Stock Option or Stock Right
  and any provisions that may be advisable to comply with applicable laws,
  regulations or rulings of any governmental authority.


             
  7.2            The
  maximum number of shares of Stock that may be covered by Stock Options and
  Stock Rights granted to any one individual during any calendar year (including
  Stock Options or Stock Rights that are subsequently canceled) shall be 500,000
  shares.  If a Stock Option or Stock Right is canceled, terminated or
  repriced with respect to an individual, the canceled, terminated or repriced
  Stock Option or Stock Right shall be counted against the maximum number of
  shares for which Stock Options or Stock Rights may be granted to such
  individual.

             
  7.3            Except
  as provided below, a Stock Option or Stock Right shall not be transferable by
  the Participant other than by will or by the laws of descent and distribution,
  or, to the extent otherwise allowed by applicable law, pursuant to a qualified
  domestic relations order as defined by the Code or the Employee Retirement
  Income Security Act of 1974, as amended, or the rules thereunder, and shall be
  exercisable during the lifetime of the Participant only by him or in the event
  of his death or Disability, by his guardian or legal representative; provided,
  however, that a Nonqualified Stock Option (including a Tandem Stock
  Appreciation Right related thereto) may be transferred and exercised by the
  transferee to the extent determined by the Committee to be consistent with
  securities and other applicable laws, rules and regulations and with Company
  policy.  Notwithstanding any language herein or in any Agreement to the
  contrary, any restrictions on transfer of a Stock Option or Stock Right in the
  Plan or an Agreement shall be void and of no effect if the Committee
  determines that a transfer can be made consistent with securities and other
  applicable laws, rules and regulations.


             
  7.4            Shares
  of Stock purchased upon exercise of a Stock Option shall be paid for at the
  time of exercise (or, in case of an exercise pursuant to a cashless exercise
  mechanism described below, as soon as practicable after such exercise) in cash
  or by tendering (either by actual delivery or by attestation) shares of Stock
  acceptable to the Committee and valued as of the exercise date or in any
  combination thereof in such amounts, at such times and upon such terms


- 11 -




   



  as
  shall be determined by the Committee, subject to limitations set forth in the
  corresponding Stock Option Award Agreement.  The Committee may establish
  a cashless exercise mechanism by which a Participant may pay the exercise
  price under a Stock Option by irrevocably authorizing a third party to sell
  shares of Stock (or a sufficient portion of the shares) acquired upon exercise
  of the Stock Option and remit to the Company a sufficient portion of the sales
  proceeds to pay the entire exercise price and/or any tax withholding resulting
  from such exercise. Without limiting the foregoing, the Committee may
  establish payment terms for the exercise of Stock Options which permit the
  Participant to deliver shares of Stock, or other evidence of ownership of
  Stock satisfactory to the Company, with a Fair Market Value equal to the Stock
  Option price as payment.


             
  7.5            No cash
  dividends shall be paid on shares of Stock subject to unexercised Stock
  Options or Stock Rights.  The Committee may provide, however, that a
  Participant to whom a Stock Option or Stock Right has been granted which is
  exercisable in whole or in part at a future time for shares of Stock shall be
  entitled to receive an amount per share equal in value to the cash dividends,
  if any, paid per share on issued and outstanding Stock, as of the dividend
  record dates occurring during the period between the date of the grant and the
  time each such share of Stock is delivered pursuant to exercise of such Stock
  Option or Stock Right.  Such amounts (herein called “dividend
  equivalents”) may, in the discretion of the Committee, be:


  

             
  (a)        paid in cash or Stock either
  from time to time prior to, or at the time of the delivery of, such Stock, or
  upon expiration of the Stock Option or Stock Right if it shall not have been
  fully exercised; or


             
  (b)        converted into contingently
  credited shares of Stock, with respect to which dividend equivalents may
  accrue, in such manner, at such value, and deliverable at such time or times,
  as may be determined by the Committee.


  


             
  Such Stock, whether delivered or contingently credited, shall be charged
  against the limitations set forth in Plan Section 3.5.


             
  7.6            The
  Committee, in its sole discretion, may authorize payment of interest
  equivalents on dividend equivalents which are payable in cash at a future
  time.


             
  7.7            In the
  event of Disability or death, the Committee, with the consent of the
  Participant or his legal representative, may authorize payment, in cash or in
  Stock, or partly in cash and partly in Stock, as the Committee may direct, of
  an amount equal to the difference at the time between the Fair Market Value of
  the Stock subject to a Stock Option and the option price in consideration of
  the surrender of the Stock Option.


             
  7.8            If a
  Participant is required to pay to the Company an amount with respect to income
  and employment tax withholding obligations in connection with exercise of a
  Nonqualified Stock Option or Stock Right, and/or with respect to certain
  dispositions of Stock acquired upon the exercise of an Incentive Stock Option,
  the Committee, in its discretion and subject to such rules as it may adopt,
  may permit the Participant to satisfy the obligation, in whole or in part, by
  surrendering shares of Stock which the Participant already owns or by making
  an irrevocable election that, in lieu of the issuance of Stock, a portion of
  the total Fair Market Value of the shares of Stock subject to the Nonqualified
  Stock Option or Stock Right and/or with respect to certain dispositions of
  Stock acquired upon the exercise of an Incentive Stock Option, be surrendered
  for cash and that such cash payment be applied to the satisfaction of the
  withholding obligations.  The amount to be withheld shall not exceed the
  statutory minimum


- 12 -




   



  federal and state income and employment tax liability
  arising from the Stock Option exercise transaction.


             
  7.9            The
  Committee may permit the voluntary surrender of all or a portion of any Stock
  Option granted under the Plan to be conditioned upon the granting to the
  Participant of a new Stock Option for the same or a different number of shares
  of Stock as the Stock Option surrendered, or may require such surrender as a
  condition precedent to a grant of a new Stock Option to such
  Participant.  Subject to the provisions of the Plan, such new Stock
  Option shall be exercisable at such price, during such period and on such
  other terms and conditions as are specified by the Committee at the time the
  new Stock Option is granted.  Upon surrender, the Stock Options
  surrendered shall be canceled and the shares of Stock previously subject to
  them shall be available for the grant of other Stock Options.

             
  7.10            The
  Committee may provide in any Stock Option Agreement entered into pursuant to
  the Plan, or by separate agreement, that if a Participant makes payment upon
  the exercise of any Stock Option granted hereunder in whole or in part through
  the surrender of shares of Stock, such Participant shall automatically receive
  a new Stock Option for the number of shares of Stock so surrendered by him at
  a price equal to the Fair Market Value of the shares of Stock at the time of
  surrender, exercisable on the same basis and having the same terms as the
  underlying Stock Option or on such other basis as the Committee shall
  determine and provide in the Stock Option Agreement.

  ARTICLE VIII -
  RESTRICTED STOCK


             
  8.1           
  Restricted Stock Awards may be made to Participants as an incentive for the
  performance of future services that will contribute materially to the
  successful operation of the Company.  Awards of Restricted Stock may be
  made either alone or in addition to or in tandem with other Awards granted
  under the Plan.


             
  8.2            With
  respect to Awards of Restricted Stock, the Committee shall:


  

              
  (a)            determine the purchase price, if any, to be paid for such Restricted Stock,
  which may be more than, equal to, or less than par value and may be zero,
  subject to such minimum consideration as may be required by applicable law;


              
  (b)            determine the length of the Restriction Period;


              
  (c)            determine any restrictions applicable to the Restricted Stock such as service
  or performance;


              
  (d)            determine if the restrictions shall lapse as to all shares of Restricted Stock
  at the end of the Restriction Period or as to a portion of the shares of
  Restricted Stock in installments during the Restriction Period; and


              
  (e)            determine if dividends and other distributions on the Restricted Stock are to
  be paid currently to the Participant or paid to the Company for the account of
  the Participant.


  


             
  8.3            Awards
  of Restricted Stock must be accepted within a period of 60 days, or such
  shorter period as the Committee may specify, by executing a Restricted Stock
  Award Agreement and paying whatever price, if any, is required.  The
  prospective recipient of a Restricted Stock Award shall not have any rights
  with respect to such Award, unless such recipient has executed a Restricted
  Stock


- 13 -




   



  Award Agreement and has delivered a fully executed copy thereof to the
  Committee, and has otherwise complied with the applicable terms and conditions
  of such Award.


             
  8.4            Except
  when the Committee determines otherwise, or as otherwise provided in the
  Restricted Stock Agreement, if a Participant terminates employment with the
  Company for any reason before the expiration of the Restriction Period, all
  shares of Restricted Stock still subject to restriction shall be forfeited by
  the Participant and shall be reacquired by the Company.


             
  8.5            Except
  as otherwise provided in this Article VIII, or as otherwise provided in the
  Restricted Stock Agreement, no shares of Restricted Stock received by a
  Participant shall be sold, exchanged, transferred, pledged, hypothecated or
  otherwise disposed of during the Restriction Period.


             
  8.6            The
  Committee may designate whether any Restricted Stock Award is intended to be
  “performance-based compensation” within the meaning of Code section
  162(m).  Any such award shall be conditioned on achievement of one or
  more performance mea ures selected by the Committee. The grant of such Awards
  and the establishment of the performance measures shall be made during the
  period required under Code section 162(m).  No more than 500,000 shares
  of Stock may be subject to Restricted Stock Awards that are intended to
  constitute “performance-based compensation” within the meaning of Code
  section 162(m) granted to any one individual during any calendar year.


             
  8.7            To the
  extent not otherwise provided in a Restricted Stock Agreement, in cases of
  death, Disability or Retirement or in cases of special circumstances, the
  Committee may in its discretion elect to waive any or all remaining
  restrictions with respect to such Participant’s Restricted Stock.


             
  8.8            In the
  event of hardship or other special circumstances of a Participant whose
  employment with the Company is involuntarily terminated, the Committee may in
  its discretion elect to waive in whole or in part any or all remaining
  restrictions with respect to any or all of the Participant’s Restricted
  Stock, based on such factors and criteria as the Committee may deem
  appropriate.


             
  8.9            Upon an
  Award of Restricted Stock to a Participant, one or more stock certificates
  representing the shares of Restricted Stock shall be registered in the
  Participant’s name.  Such certificates may either:


  

             
  (a)            be held
  in custody by the Company until the Restriction Period expires or until
  restrictions thereon otherwise lapse, and the Participant shall deliver to the
  Company one or more stock powers endorsed in blank relating to the Restricted
  Stock; and/or


             
  (b)            be
  issued to the Participant and registered in the name of the Participant, and
  shall bear an appropriate restrictive legend and shall be subject to
  appropriate stop-transfer orders.


  


             
  8.10            Except
  as provided in this Article VIII, a Participant receiving a Restricted Stock
  Award shall have, with respect to such Restricted Stock Award, all of the
  rights of a shareholder of the Company, including the right to vote the shares
  to the extent, if any, such shares possess voting rights and the right to
  receive any dividends; provided, however, the Committee may


- 14 -




   



  require that any
  dividends on such shares of Restricted Stock shall be automatically deferred
  and reinvested in additional Restricted Stock subject to the same restrictions
  as the underlying Award, or may require that dividends and other distributions
  on Restricted Stock shall be paid to the Company for the account of the
  Participant.  The Committee shall determine whether interest shall be
  paid on such amounts, the rate of any such interest, and the other terms
  applicable to such amounts.


             
  8.11            If and
  when the Restriction Period expires without a prior forfeiture of the
  Restricted Stock subject to such Restriction Period, unrestricted certificates
  for such shares shall be delivered to the Participant; provided, however, that
  the Committee may cause such legend or legends to be placed on any such
  certificates as it may deem advisable under the rules, regulations and other
  requirements of the Securities and Exchange Commission and any applicable
  federal or state law.


             
  8.12            In
  order to better ensure that Award payments actually reflect the performance of
  the Company and the service of the Participant, the Committee may provide, in
  its sole discretion, for a tandem performance-based or other Award designed to
  guarantee a minimum value, payable in cash or Stock to the recipient of a
  Restricted Stock Award, subject to such performance, future service, deferral
  and other terms and conditions as may be specified by the Committee.


  ARTICLE IX -
  DEFERRED STOCK


             
  9.1            Shares
  of Deferred Stock together with cash dividend equivalents, if so determined by
  the Committee, may be issued either alone or in addition to other Awards
  granted under the Plan in the discretion of the Committee.  The Committee
  shall determine the individuals to whom, and the time or times at which, such
  Awards will be made, the number of shares to be awarded, the price, if any, to
  be paid by the recipient of a Deferred Stock Award, the time or times within
  which such Awards may be subject to forfeiture, and all other conditions of
  the Awards.  The Committee may condition Awards of Deferred Stock upon
  the attainment of specified performance goals or such other factors or
  criteria as the Committee may determine.


             
  9.2            Deferred
  Stock Awards shall be subject to the following terms and conditions:


  

             
  (a)        Subject to the provisions of
  this Plan and the applicable Award Agreement, Deferred Stock Awards may not be
  sold, transferred, pledged, assigned or otherwise encumbered during the period
  specified by the Committee for purposes of such Award (the “Deferral Period”). 
  At the expiration of the Deferral Period, or the Elective Deferral Period
  defined in Section 9.3, share certificates shall be delivered to the
  Participant, or his legal representative, in a number equal to the number of
  shares of Stock covered by the Deferred Stock Award.


  


                         
  Based on service, performance and/or such other factors or criteria as the
  Committee may determine, the Committee, however, at or after grant, may
  accelerate the vesting of all or any part of any Deferred Stock Award and/or
  waive the deferral limitations for all or any part of such Award.


  

             
  (b)        Unless otherwise determined by
  the Committee, amounts equal to any dividends that would have been payable
  during the Deferral Period with respect to the number of shares of Stock
  covered by a Deferred Stock Award if such shares of Stock had been outstanding
  shall be automatically deferred and deemed to be


  


- 15 -




   


  

   reinvested in additional
  Deferred Stock, subject to the same deferral limitations as the underlying
  Award.


             
  (c)        Except to the extent otherwise
  provided in this Plan or in the applicable Award Agreement, upon Termination
  of Employment during the Deferral Period for a given Award, the Deferred Stock
  covered by such Award shall be forfeited by the Participant; provided,
  however, the Committee may provide for accelerated vesting in the event of
  Termination of Employment due to death, Disability or Retirement, or in the
  event of hardship or other special circumstances as the Committee deems
  appropriate.


             
  (d)        The Committee may require that a
  designated percentage of the total Fair Market Value of the shares of Deferred
  Stock held by one or more Participants be paid in the form of cash in lieu of
  the issuance of Stock and that such cash payment be applied to the
  satisfaction of the federal and state income and employment tax withholding
  obligations that arise at the time the Deferred Stock becomes free of all
  restrictions.  The designated percentage shall be equal to the minimum
  income and employment tax withholding rate in effect at the time under
  applicable federal and state laws.


             
  (e)        The Committee may provide one or
  more Participants subject to the mandatory cash payment with an election to
  receive an additional percentage of the total value of the Deferred Stock in
  the form of a cash payment in lieu of the issuance of Deferred Stock. 
  The additional percentage shall not exceed the difference between 50% and the
  designated percentage cash payment.


             
  (f)        The Committee may impose such
  further terms and conditions on partial cash payments with respect to Deferred
  Stock as it deems appropriate.


  


             
  9.3            A
  Participant may elect to further defer receipt of Deferred Stock for a
  specified period or until a specified event (the “Elective Deferral Period”),
  subject in each case to the Committee’s approval and to such terms as are
  determined by the Committee.  Subject to any exceptions adopted by the
  Committee, such election must generally be made at least 12 months prior to
  completion of the Deferral Period for the Deferred Stock Award in question, or
  for the applicable installment of such an Award.


             
  9.4            Each
  Award shall be confirmed by, and subject to the terms of, a Deferred Stock
  Award Agreement.


             
  9.5            In order
  to better ensure that the Award actually reflects the performance of the
  Company and the service of the Participant, the Committee may provide, in its
  sole discretion, for a tandem performance-based or other Award designed to
  guarantee a minimum value, payable in cash or Stock to the recipient of a
  Deferred Stock Award, subject to such performance, future service, deferral
  and other terms and conditions as may be specified by the Committee.

  

  

- 16 -




   


  ARTICLE X - STOCK
  AWARDS


             
  10.1            A Stock
  Award shall be granted only in payment of compensation that has been earned or
  as compensation to be earned, including without limitation, compensation
  awarded concurrently with or prior to the grant of the Stock Award.


             
  10.2            For the
  purposes of this Plan, in determining the value of a Stock Award, all shares
  of Stock subject to such Stock Award shall be valued at not less than 100% of
  the Fair Market Value of such shares of Stock on the date such Stock Award is
  granted, regardless of whether or when such shares of Stock are issued or
  transferred to the Participant and whether or not such shares of Stock are
  subject to restrictions which affect their value.


             
  10.3            Shares
  of Stock subject to a Stock Award may be issued or transferred to the
  Participant at the time the Stock Award is granted, or at any time subsequent
  thereto, or in installments from time to time, as the Committee shall
  determine.  If any such issuance or transfer shall not be made to the
  Participant at the time the Stock Award is granted, the Committee may provide
  for payment to such Participant, either in cash or shares of Stock, from time
  to time or at the time or times such shares of Stock shall be issued or
  transferred to such Participant, of amounts not exceeding the dividends which
  would have been payable to such Participant in respect of such shares of
  Stock, as adjusted under Section 3.10, if such shares of Stock had been issued
  or transferred to such Participant at the time such Stock Award was
  granted.  Any issuance payable in shares of Stock under the terms of a
  Stock Award, at the discretion of the Committee, may be paid in cash on each
  date on which delivery of shares of Stock would otherwise have been made, in
  an amount equal to the Fair Market Value on such date of the shares of Stock
  which would otherwise have been delivered.


             
  10.4            A Stock
  Award shall be subject to such terms and conditions, including without
  limitation, restrictions on the sale or other disposition of the Stock Award
  or of the shares of Stock issued or transferred pursuant to such Stock Award,
  as the Committee shall determine; provided, however, that upon the issuance or
  transfer of shares pursuant to a Stock Award, the Participant, with respect to
  such shares of Stock, shall be and become a shareholder of the Company fully
  entitled to receive dividends, to vote to the extent, if any, such shares
  possess voting rights and to exercise all other rights of a shareholder except
  to the extent otherwise provided in the Stock Award.  Each Stock Award
  shall be evidenced by a written Award Agreement in such form as the Committee
  shall determine.

  ARTICLE XI -
  PERFORMANCE SHARES


             
  11.1            Awards
  of Performance Shares may be made to certain Participants as an incentive for
  the performance of future services that will contribute materially to the
  successful operation of the Company.  Awards of Performance Shares may be
  made either alone, in addition to or in tandem with other Awards granted under
  the Plan and/or cash payments made outside of the Plan.


             
  11.2            With
  respect to Awards of Performance Shares, which may be issued for no
  consideration or such minimum consideration as is required by applicable law,
  the Committee shall:


  

             
  (a)        determine and designate from
  time to time those Participants to whom Awards of Performance Shares are to be
  made;


  


- 17 -




   


  

             
  (b)        determine the performance period
  (the “Performance Period”) and/or performance objectives (the “Performance
  Objectives”) applicable to such Awards;


             
  (c)        determine the form of settlement
  of a Performance Share; and


             
  (d)        generally determine the terms
  and conditions of each such Award.  At any date, each Performance Share
  shall have a value equal to the Fair Market Value, determined as set forth in
  Section 2.11.


  


             
  11.3           
  Performance Periods may overlap, and Participants may participate
  simultaneously with respect to Performance Shares for which different
  Performance Periods are prescribed.


             
  11.4            The
  Committee shall determine the Performance objectives of Awards of Performance
  Shares.  Performance Objectives may vary from Participant to Participant
  and between Awards and shall be based upon such performance criteria or
  combination of factors as the Committee may deem appropriate, including for
  example, but not limited to, minimum earnings per share or return on
  equity.  If during the course of a Performance Period there shall occur
  significant events which the Committee expects to have a substantial effect on
  the applicable Performance Objectives during such period, the Committee may
  revise such Performance Objectives.


             
  11.5            The
  Committee shall determine for each Participant the number of Performance
  Shares which shall be paid to the Participant if the applicable Performance
  objectives are exceeded or met in whole or in part.


             
  11.6            If a
  Participant terminates service with the Company during a Performance Period
  because of death, Disability, Retirement or under other circumstances in which
  the Committee in its discretion finds that a waiver would be appropriate, that
  Participant, as determined by the Committee, may be entitled to a payment of
  Performance Shares at the end of the Performance Period based upon the extent
  to which the Performance objectives were satisfied at the end of such period
  and pro rated for the portion of the Performance Period during which the
  Participant was employed by the Company; provided, however, the Committee may
  provide for an earlier payment in settlement of such Performance Shares in
  such amount and under such terms and conditions as the Committee deems
  appropriate or desirable.  If a Participant terminates service with the
  Company during a Performance Period for any other reason, then such
  Participant shall not be entitled to any payment with respect to that
  Performance Period unless the Committee shall otherwise determine.


             
  11.7            Each
  Award of a Performance Share shall be paid in whole shares of Stock, or cash,
  or a combination of Stock and cash as the Committee shall determine, with
  payment to be made as soon as practicable after the end of the relevant
  Performance Period.


             
  11.8            The
  Committee shall have the authority to approve requests by Participants to
  defer payment of Performance Shares on terms and conditions approved by the
  Committee and set forth in a written Award Agreement between the Participant
  and the Company entered into in advance of the time of receipt or constructive
  receipt of payment by the Participant.

   


- 18 -




   


  ARTICLE XII - OTHER
  STOCK-BASED AWARDS


             
  12.1            Other
  awards that are valued in whole or in part by reference to, or are otherwise
  based on, Stock (“Other Stock-Based Awards”), including without
  limitation, convertible preferred stock, convertible debentures, exchangeable
  securities, phantom stock and Stock awards or options valued by reference to
  book value or performance, may be granted either alone or in addition to or in
  tandem with Stock Options, Stock Rights, Restricted Stock, Deferred Stock or
  Stock Awards granted under the Plan and/or cash awards made outside of the
  Plan.


             
  Subject to the provisions of the Plan, the Committee shall have authority to
  determine the Eligible Participants to whom and the time or times at which
  such Awards shall be made, the number of shares of Stock subject to such
  Awards, and all other conditions of the Awards.  The Committee also may
  provide for the grant of shares of Stock upon the completion of a specified
  Performance Period.


             
  The provisions of Other Stock-Based Awards need not be the same with respect
  to each recipient.


             
  12.2            Other
  Stock-Based Awards made pursuant to this Article XII shall be subject to the
  following terms and conditions:


  

             
  (a)        Subject to the provisions of
  this Plan and the Award Agreement, shares of Stock subject to Awards made
  under this Article XII may not be sold, assigned, transferred, pledged or
  otherwise encumbered prior to the date on which the shares are issued, or, if
  later, the date on which any applicable restriction, performance or deferral
  period lapses.


             
  (b)        Subject to the provisions of
  this Plan and the Award Agreement and unless otherwise determined by the
  Committee at the time of the Award, the recipient of an Award under this
  Article XII shall be entitled to receive, currently or on a deferred basis,
  interest or dividends or interest or dividend equivalents with respect to the
  number of shares covered by the Award, as determined at the time of the Award
  by the Committee, in its sole discretion, and the Committee may provide that
  such amounts, if any, shall be deemed to have been reinvested in additional
  Stock or otherwise reinvested.


             
  (c)        Any Award under this Article XII
  and any Stock covered by any  such  Award  shall 
  vest  or  be  forfeited to the extent so provided in the Award
  Agreement, as determined by the Committee, in its sole discretion.


             
  (d)        Upon the Participant’s
  Retirement, Disability or death, or in cases of special circumstances, the
  Committee may, in its sole discretion, waive in whole or in part any or all of
  the remaining limitations imposed hereunder, if any, with respect to any or
  all of an Award under this Article XII.


             
  (e)        Each Award under this Article
  XII shall be confirmed by, and subject to the terms of, an Award Agreement.


             
  (f)        Stock, including securities
  convertible into Stock, issued on a bonus basis under this Article XII may be
  issued for no cash consideration.


  


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  12.3            Other
  Stock-Based Awards may include a phantom stock Award, which is subject to the
  following terms and conditions:


  

             
  (a)        The Committee shall select the
  Eligible Participants who may receive phantom stock Awards.  The Eligible
  Participant shall be awarded a phantom stock unit, which shall be the
  equivalent to a share of Stock.


             
  (b)        Under an Award of phantom stock,
  payment shall be made on the dates or dates as specified by the Committee or
  as stated in the Award Agreement and phantom stock Awards may be settled in
  cash, Stock, or some combination thereof.


             
  (c)        The Committee shall determine
  such other terms and conditions of each Award as it deems necessary in its
  sole discretion.


  


  ARTICLE XIII -
  AMENDMENT AND TERMINATION


             
  13.1            The
  Board at any time and from time to time, may amend or terminate the Plan. To
  the extent required by Code section 422 and/or the rules of the exchange upon
  which the Stock is traded, no amendment, without approval by the Company’s
  shareholders, shall:


  

             
  (a)            alter
  the group of persons eligible to participate in the Plan;


             
  (b)            except
  as provided in  Plan Section 3.5, increase the maximum number of shares
  of Stock which are available for issuance pursuant to Awards granted under the
  Plan;


             
  (c)            extend
  the period during which Incentive Stock Options may be granted beyond the date
  which is ten (10) years following the Effective Date.


             
  (d)            limit or
  restrict the powers of the Committee with respect to the administration of
  this Plan;


             
  (e)            change
  the definition of an Eligible Participant for the purpose of Incentive Stock
  Options or increase the limit or the value of shares of Stock for which an
  Eligible Participant may be granted an Incentive Stock Option;


             
  (f)           
  materially increase the benefits accruing to Participants under this Plan;


             
  (g)           
  materially modify the requirements as to eligibility for participation in this
  Plan; or


             
  (h)            change
  any of the provisions of this Article XIII.


  


             
  13.2            No
  amendment to or discontinuance of this Plan or any provision thereof by the
  Board or the shareholders of the Company shall, without the written consent of
  the Participant, adversely affect, as shall be determined by the Committee,
  any Award previously granted to such Participant under this Plan; provided,
  however, the Committee retains the right and power to treat any outstanding
  Incentive Stock Option as a Nonqualified Stock Option in accordance with Plan
  Section 4.3.


- 20 -




   



             
  13.3           
  Notwithstanding anything herein to the contrary, if the right to receive or
  benefit from any Award, either alone or together with payments that a
  Participant has the right to receive from the Company, would constitute a “parachute
  payment” under Code section 280G, all such payments may be reduced, in the
  discretion of the Committee, to the largest amount that will avoid an excise
  tax to the Participant under Code section 280G.



  ARTICLE XIV -
  MISCELLANEOUS PROVISIONS


             
  14.1            Nothing
  in the Plan or any Award granted under the Plan shall confer upon any
  Participant any right to continue in the employ of the Company, or to serve as
  a director thereof, or interfere in any way with the right of the Company to
  terminate his or her employment at any time.  Unless agreed by the Board,
  no Award granted under the Plan shall be deemed salary or compensation for the
  purpose of computing benefits under any employee benefit plan or other
  arrangement of the Company for the benefit of its employees.  No
  Participant shall have any claim to an Award until it is actually granted
  under the Plan.  To the extent that any person acquires a right to
  receive payments from the Company under the Plan, such right shall, except as
  otherwise provided by the Committee, be no greater than the right of an
  unsecured general creditor of the Company.  All payments to be made under
  the Plan shall be paid from the general funds of the company, and no special
  or separate fund shall be established and no segregation of assets shall be
  made to assure payment of such amounts, except as provided in Article VIII
  with respect to Restricted Stock and except as otherwise provided by the
  Committee.


             
  14.2            The
  Committee may make such provisions and take such steps as it may deem
  necessary or appropriate for the withholding of any taxes which the Company is
  required by any law or regulation of any governmental authority, whether
  federal, state or local, domestic or foreign, to withhold in connection with
  any Award or the exercise thereof, including, but not limited to, withholding
  the payment of all or any portion of such Award or another Award under this
  Plan until the Participant reimburses the Company for the amount the Company
  is required to withhold with respect to such taxes, or canceling any portion
  of such Award or another Award under this Plan in an amount sufficient to
  reimburse itself for the amount it is required to so withhold, or selling any
  property contingently credited by the Company for the purpose of paying such
  Award or another Award under this Plan in order to withhold or reimburse
  itself for the amount it is required to so withhold.  The amount to be
  withheld shall not exceed the statutory minimum federal and state income and
  employment tax liability arising from the exercise transaction.


             
  14.3            The
  Plan and the grant of Awards shall be subject to all applicable federal and
  state laws, rules, and regulations and to such approvals by any United States
  government or regulatory agency as may be required.


             
  14.4            The
  terms of the Plan shall be binding upon the Company, and its successors and
  assigns.


             
  14.5            The
  Plan is intended to constitute an “unfunded” plan for incentive and
  deferred compensation.  With respect to any payments not yet made to a
  Participant by the Company, nothing contained herein shall give any such
  Participant any rights that are greater than those of a general creditor of
  the Company.  In its sole discretion, the Committee may authorize the
  creation of trusts or other arrangements to meet the obligations created under
  the Plan to deliver shares of Stock or payments in lieu of or with respect to
  Awards under the Plan; provided, however, that, unless the Committee otherwise
  determines with the consent of the affected Participant, the existence of such
  trusts or other arrangements is consistent with the “unfunded” status of
  the Plan.


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  14.6            Each
  Participant exercising an Award under the Plan agrees to give the Committee
  prompt written notice of any election made by such Participant under Code
  section 83(b) or any similar provision thereof.


             
  14.7            If any
  provision of this Plan or an Award Agreement is or becomes or is deemed
  invalid, illegal or unenforceable in any jurisdiction, or would disqualify the
  Plan or any Award Agreement under any law deemed applicable by the Committee,
  such provision shall be construed or deemed amended to conform to applicable
  laws or if it cannot be construed or deemed amended without, in the
  determination of the Committee, materially altering the intent of the Plan or
  the Award Agreement, it shall be stricken and the remainder of the Plan or the
  Award Agreement shall remain in full force and effect.



             
  IN WITNESS WHEREOF, this Plan is executed this the  9th  day
  of April, 2002.


  	 
         

        ATTEST:  

         

        (Corporate
  Seal)


  Robert S. Lowrey                         

   Robert S. Lowrey

  Assistant Corporate Secretary

      	

  SUMMUS, INC. (USA)



   



        
  By:        /s/ Gary E. Ban          

                Name: Gary E.
  Ban 

                Title:   Chief Operating Officer

      


  

  

-




   


  APPENDIX A

  SUMMUS, INC. (USA)

  AMENDED AND
  RESTATED 2000 EQUITY COMPENSATION PLAN

  Provisions
  Applicable to California Residents


  Notwithstanding anything to the
  contrary specified elsewhere in the Plan, the following provisions shall apply
  to any stock option granted under the Amended and Restated Summus, Inc. (USA)
  2000 Equity Compensation Plan (the “Plan”) to a resident of California:

  	 The exercise price for an option granted to a California resident may not be
  less than 85% of the “fair value” (as defined by Rule 260.140.50 under the
  California Code) of the Company’s common stock at the time the option is
  granted.  However, in the case of an option granted to a resident of
  California who owns stock possessing more than 10% of the total combined
  voting power of all classes of stock of the issuing corporation or its parent
  or subsidiary corporations at the time of grant, the exercise price shall be
  110% of the “fair value.”

      

      
	The exercise period of a stock option granted to a California resident shall
  be no longer than 120 months from the date the option is granted.

      

      
	An option granted to a California resident shall not be transferable, other
  than by will or the laws of descent and distribution.

      

      
	An option granted to a California resident shall vest and become exercisable
  at the rate of at least 20% per year over 5 years from the date the option is
  granted, subject to reasonable conditions such as continued employment. 
  However, in the case of an option granted to a California resident who is an
  officer, director, or consultant of the Company or any of its affiliates, the
  option may become fully exercisable, subject to reasonable conditions such as
  continued employment, at any time or during any period established by the
  Company.

      

      
	
  Unless employment is terminated for cause as defined by applicable law, the
  terms of the stock option award agreement or a contract of employment, and in
  the event of termination of the optionee’s employment (to the extent that
  the optionee is otherwise entitled to exercise on the date employment
  terminates) the right to exercise an option granted to a California resident
  must expire as follows:


  	 	Ø


      	At least 6 months from the date of termination if
  termination was caused by death or disability; or


      
	 	Ø


      	 At least 30 days from the date of termination if
  termination was caused not due to death or disability.


      


  	The plan shall terminate with respect to California residents on January 31,
  2010.

      

      
	The Plan shall be available to California residents only if the shareholders
  of the Company approve the plan within 12 months before or after the date the
  plan was adopted.  Any option exercised by a California resident before
  such shareholder approval is obtained shall be rescinded if such shareholder
  approval is not obtained.  Any such rescinded shares will not be counted
  in determining whether approval is obtained.





   


  	Each California resident who elects to participate in the Plan will be
  provided with a copy of the Company’s financial statements annually.

      

      
	At no time will the total number of shares of Company stock issuable under
  stock options granted under this Plan, under subscription agreements under any
  stock purchase plan maintained by the Company, and the total number of shares
  provided for under any stock bonus or similar plan of the Company exceed a
  number of shares which is equal to 30% of the then outstanding shares of the
  issuer (convertible preferred shares are counted on an as if converted basis)
  as  set forth in Rule 260.140.45 under the California Code.

      

      
	If an Option granted to a California resident provides the Company the right
  to repurchase securities upon the termination of employment, the repurchase
  price will be not less than the fair market value of the securities to be
  repurchased on the date of termination of employment, and the right to
  repurchase must be exercised for cash or cancellation of purchase money
  indebtedness within 90 days of termination of employment (or, in the case of
  securities issued upon exercise of options after the date of termination,
  within 90 days after the date of the exercise).  The Company’s
  repurchase right terminates when the Company’s securities become publicly
  traded.  In addition to the restrictions set forth above, the securities
  held by an officer, director or consultant of the issuer or an affiliate of
  the issuer may be subject to additional or greater restrictions.