MONARCH SERVICES, INC.
                               OMNIBUS STOCK PLAN

1.   Establishment, Purpose and Types of Awards

      Monarch  Services,  Inc.  hereby establishes the  MONARCH  SERVICES,  INC.
OMNIBUS STOCK PLAN (the "Plan").  The purpose of the Plan is to promote the long
term  growth and profitability of Monarch Services, Inc. (the "Corporation")  by
(i)  providing key people with incentives to improve stockholder  value  and  to
contribute  to  the  growth and financial success of the Corporation,  and  (ii)
enabling  the  Corporation  to attract, retain and  reward  the  best  available
persons for positions of substantial responsibility.

      The  Plan  permits  the granting of stock options (including  nonqualified
stock  options and incentive stock options qualifying under Section 422  of  the
Code),  stock appreciation rights (including free-standing, tandem  and  limited
stock  appreciation  rights), restricted or unrestricted share  awards,  phantom
stock,  performance  awards, or any combination of the foregoing  (collectively,
"Awards").

2.   Definitions

      Under  this  Plan,  except  where  the context  otherwise  indicates,  the
following definitions apply:

      (a)  "Board" shall mean the Board of Directors of the Corporation.

      (b)   "Change  in  Control" shall mean:  (i) any sale, exchange  or  other
disposition of substantially all of the Corporation's assets or over 50% of  its
Common  Stock;  or  (ii)  any  merger, share exchange,  consolidation  or  other
reorganization  or  business combination in which the  Corporation  is  not  the
surviving  or continuing corporation, or in which the Corporation's stockholders
become entitled to receive cash, securities of the Corporation other than voting
common stock, or securities of another issuer.

      (c)  "Code" shall mean the Internal Revenue Code of 1986, as amended,  and
any regulations issued thereunder.

      (d)   "Committee"  shall  mean the Board or  committee  of  Board  members
appointed pursuant to Section 3 of the Plan to administer the Plan.

      (e)  "Common Stock" shall mean shares of the Corporation's common stock.

      (f)   "Exchange Act" shall mean the Securities Exchange Act  of  1934,  as
amended.

      (g)  "Fair Market Value" of a share of the Corporation's Common Stock  for
any  purpose  on a particular date shall be determined in a manner such  as  the
Committee shall in good faith determine to be appropriate.

      (h)   "Grant  Agreement"  shall  mean  a  written  agreement  between  the
Corporation  and a grantee memorializing the terms and conditions  of  an  Award
granted pursuant to the Plan.
<PAGE>
      (i)  "Grant Date" shall mean the date on which the Committee formally acts
to  grant  an  Award to a grantee or such other date as the Committee  shall  so
designate at the time of taking such formal action.

      (j)  "Parent" shall mean a corporation, whether now or hereafter existing,
within the meaning of the definition of "parent corporation" provided in Section
424(e) of the Code, or any successor thereto of similar import.

     (k)  "Rule 16b-3" shall mean Rule 16b-3 as in effect under the Exchange Act
on  the  effective  date  of  the Plan, or any successor  provision  prescribing
conditions  necessary to exempt the issuance of securities under the  Plan  (and
further transactions in such securities) from Section 16(b) of the Exchange Act.

      (l)   "Subsidiary"  and "subsidiaries" shall mean only  a  corporation  or
corporations,  whether  now or hereafter existing, within  the  meaning  of  the
definition of "subsidiary corporation" provided in Section 424(f) of  the  Code,
or any successor thereto of similar import.

3.   Administration

      (a)   Procedure.   The Plan shall be administered by the  Board.   In  the
alternative,  the Board may appoint a Committee consisting of two  (2)  or  more
members  of  the  Board to administer the Plan on behalf of the Board,  who  are
"outside  directors" within the meaning of Section 162(m) of the Code and  "non-
employee  directors"  within  the meaning of Rule 16b-3.   Once  appointed,  the
Committee  shall continue to serve until otherwise directed by the Board.   From
time  to  time,  the  Board may increase the size of the Committee  and  appoint
additional  members thereof, remove members (with or without cause) and  appoint
new members in substitution therefor, fill vacancies, however caused, and remove
all members of the Committee and, thereafter, directly administer the Plan.   In
the  event  that  the  Board is the administrator of  the  Plan  in  lieu  of  a
Committee,  the  term "Committee" as used herein shall be  deemed  to  mean  the
Board.

           Members of the Board or Committee who are either eligible for  Awards
or have been granted Awards may vote on any matters affecting the administration
of  the  Plan or the grant of Awards pursuant to the Plan, except that  no  such
member  shall act upon the granting of an Award to himself or herself,  but  any
such  member  may  be counted in determining the existence of a  quorum  at  any
meeting  of the Board or the Committee during which action is taken with respect
to the granting of an Award to him or her.

          The Committee shall meet at such times and places and upon such notice
as  it  may  determine.  A majority of the Committee shall constitute a  quorum.
Any  acts  by  the Committee may be taken at any meeting at which  a  quorum  is
present  and  shall  be  by  majority vote of those members  entitled  to  vote.
Additionally, any acts reduced to writing or approved in writing by all  of  the
members of the Committee shall be valid acts of the Committee.
<PAGE>
      (b)   Powers  of the Committee.  The Committee shall have all  the  powers
vested in it by the terms of the Plan, such powers to include authority, in  its
sole  and  absolute discretion, to grant Awards under the Plan, prescribe  Grant
Agreements  evidencing such Awards and establish programs for  granting  Awards.
The  Committee  shall have full power and authority to take  all  other  actions
necessary  to carry out the purpose and intent of the Plan, including,  but  not
limited to, the authority to:

               (i)  determine the eligible persons to whom, and the time or
     times at which Awards shall be granted,

               (ii) determine the types of Awards to be granted,

               (iii)     determine the number of shares to be covered by or
     used for reference purposes for each Award,

                (iv)  impose  such  terms,  limitations,  restrictions  and
     conditions   upon  any  such  Award  as  the  Committee   shall   deem
     appropriate,

                (v)  modify, extend or renew outstanding Awards, accept the
     surrender  of  outstanding Awards and substitute new Awards,  provided
     that  no  such  action shall be taken with respect to any  outstanding
     Award  which would adversely affect the grantee without the  grantee's
     consent,

                (vi)  accelerate or otherwise change the time in  which  an
     Award  may  be exercised or becomes payable and to waive or accelerate
     the  lapse, in whole or in part, of any restriction or condition  with
     respect  to such Award, including, but not limited to, any restriction
     or condition with respect to the vesting or exercisability of an Award
     following termination of any grantee's employment, and


                (vii)      to establish objectives and conditions, if  any,
     for  earning Awards and determining whether Awards will be paid  after
     the end of a performance period.

The  Committee  shall have full power and authority to administer and  interpret
the  Plan  and  to  adopt  such rules, regulations, agreements,  guidelines  and
instruments  for  the  administration of the Plan and for  the  conduct  of  its
business  as  the Committee deems necessary or advisable and to interpret  same,
all within the Committee's sole and absolute discretion.

      (c)  Limited Liability.  To the maximum extent permitted by law, no member
of  the Board or Committee shall be liable for any action taken or decision made
in good faith relating to the Plan or any Award thereunder.

      (d)  Indemnification.  To the maximum extent permitted by law, the members
of the Board and Committee shall be indemnified by the Corporation in respect of
all their activities under the Plan.
<PAGE>
      (e)  Effect of Committee's Decision.  All actions taken and decisions  and
determinations  made  by  the  Committee on all matters  relating  to  the  Plan
pursuant  to the powers vested in it hereunder shall be in the Committee's  sole
and  absolute  discretion and shall be conclusive and  binding  on  all  parties
concerned, including the Corporation, its stockholders, any participants in  the
Plan  and any other employee of the Corporation, and their respective successors
in interest.

4.   Shares Available for the Plan; Maximum Awards

     Subject to adjustments as provided in Section 12 of the Plan, the shares of
stock  that  may be delivered or purchased or used for reference purposes  (with
respect to stock appreciation rights, phantom stock units or performance  awards
payable  in cash) with respect to Awards granted under the Plan, including  with
respect to incentive stock options intended to qualify under Section 422 of  the
Code,  shall  not  exceed an aggregate of One Hundred Eighty Thousand  (300,000)
shares  of Common Stock of the Corporation.  The Corporation shall reserve  said
number  of shares for Awards under the Plan, subject to adjustments as  provided
in Section 12 of the Plan.  If any Award, or portion of an Award, under the Plan
expires  or  terminates unexercised, becomes unexercisable or  is  forfeited  or
otherwise  terminated,  surrendered or canceled as to  any  shares  without  the
delivery of shares of Common Stock or other consideration, the shares subject to
such Award shall thereafter be available for further Awards under the Plan.

      The  maximum  number of shares of Common Stock subject to  Awards  of  any
combination  that  may  be  granted during any one  calendar  year  to  any  one
individual  shall be limited to One Hundred Thousand (100,000).  To  the  extent
required by Section 162(m) of the Code and so long as Section 162(m) of the Code
is  applicable to persons eligible to participate in the Plan, shares of  Common
Stock subject to the foregoing limit with respect to which the related Award  is
terminated, surrendered or canceled shall not again be available for grant under
this limit.

5.   Participation

      Participation  in  the  Plan  shall be open to  all  employees,  officers,
directors and consultants of the Corporation, or of any Parent or Subsidiary  of
the  Corporation,  as  may  be  selected by the Committee  from  time  to  time.
Notwithstanding the foregoing, participation in the Plan with respect to  Awards
of  incentive stock options shall be limited to employees of the Corporation  or
of any Parent or Subsidiary of the Corporation.

      Awards may be granted to such eligible persons and for or with respect  to
such  number of shares of Common Stock as the Committee shall determine, subject
to  the limitations in Section 4 of the Plan.  A grant of any type of Award made
in  any  one  year to an eligible person shall neither guarantee nor preclude  a
further grant of that or any other type of Award to such person in that year  or
subsequent years.
<PAGE>
6.   Stock Options

      Subject to the other applicable provisions of the Plan, the Committee  may
from  time  to time grant to eligible participants Awards of nonqualified  stock
options or incentive stock options as that term is defined in Section 422 of the
Code.   The stock option Awards granted shall be subject to the following  terms
and conditions.

      (a)  Grant of Option.  The grant of a stock option shall be evidenced by a
Grant Agreement, executed by the Corporation and the grantee, stating the number
of  shares of Common Stock subject to the stock option evidenced thereby and the
terms  and  conditions of such stock option, in such form as the  Committee  may
from time to time determine.

      (b)   Price.  The price per share payable upon the exercise of each  stock
option ("exercise price") shall be determined by the Committee.

      (c)   Payment.   Stock options may be exercised in whole  or  in  part  by
payment  of  the exercise price of the shares to be acquired in accordance  with
the  provisions of the Grant Agreement, and/or such rules and regulations as the
Committee  may have prescribed, and/or such determinations, orders, or decisions
as  the  Committee  may  have  made.  Payment may  be  made  in  cash  (or  cash
equivalents acceptable to the Committee) or, unless otherwise determined by  the
Committee,  in  shares of Common Stock or a combination of cash  and  shares  of
Common  Stock, or by such other means as the Committee may prescribe.  The  Fair
Market  Value  of shares of Common Stock delivered on exercise of stock  options
shall  be  determined  as  of  the date of exercise.   Shares  of  Common  Stock
delivered in payment of the exercise price may be previously owned shares or, if
approved  by  the Committee, shares acquired upon exercise of the stock  option.
Any  fractional  share  will  be paid in cash.   The  Corporation  may  make  or
guarantee  loans to grantees to assist grantees in exercising stock options  and
satisfying any related withholding tax obligations.

      If  the  Common Stock is registered under Section 12(b) or  12(g)  of  the
Exchange  Act,  the Committee, subject to such limitations as it may  determine,
may authorize payment of the exercise price, in whole or in part, by delivery of
a properly executed exercise notice, together with irrevocable instructions, to:
(i)  a  brokerage firm designated by the Corporation to deliver promptly to  the
Corporation  the aggregate amount of sale or loan proceeds to pay  the  exercise
price and any withholding tax obligations that may arise in connection with  the
exercise,  and  (ii)  the  Corporation to  deliver  the  certificates  for  such
purchased shares directly to such brokerage firm.

      (d)   Terms  of Options.  The term during which each stock option  may  be
exercised  shall be determined by the Committee; provided, however, that  in  no
event  shall a stock option be exercisable more than ten years from the date  it
is  granted.   Prior  to the exercise of the stock option and  delivery  of  the
shares  certificates represented thereby, the grantee shall  have  none  of  the
rights of a stockholder with respect to any shares represented by an outstanding
stock option.
<PAGE>
      (e)   Restrictions  on  Incentive Stock Options.  Incentive  stock  option
Awards granted under the Plan shall comply in all respects with Code Section 422
and, as such, shall meet the following additional requirements:

           (i)  Grant Date.  An incentive stock option must be granted within 10
     years  of  the earlier of the Plan's adoption by the Board of Directors  or
     approval by the Corporation's shareholders.

           (ii)  Exercise  Price and Term.  The exercise price of  an  incentive
     stock  option shall not be less than 100% of the Fair Market Value  of  the
     shares  on  the date the stock option is granted and the term of the  stock
     option  shall  not  exceed  ten years.  Also, the  exercise  price  of  any
     incentive stock option granted to a grantee who owns (within the meaning of
     Section  422(b)(6)  of the Code, after the application of  the  attribution
     rules  in  Section 424(d) of the Code) more than 10% of the total  combined
     voting  power of all classes of shares of the Corporation or its Parent  or
     Subsidiary corporations (within the meaning of Sections 422 and 424 of  the
     Code)  shall be not less than 110% of the Fair Market Value of  the  Common
     Stock  on the grant date and the term of such stock option shall not exceed
     five years.

           (iii)     Maximum Grant.  The aggregate Fair Market Value (determined
     as  of the Grant Date) of shares of Common Stock with respect to which  all
     incentive  stock  options first become exercisable by any  grantee  in  any
     calendar  year  under  this or any other plan of the  Corporation  and  its
     Parent  and  Subsidiary corporations may not exceed $100,000 or such  other
     amount as may be permitted from time to time under Section 422 of the Code.
     To  the extent that such aggregate Fair Market Value shall exceed $100,000,
     or  other  applicable  amount,  such stock  options  shall  be  treated  as
     nonqualified  stock options.  In such case, the Corporation  may  designate
     the  shares  of  Common  Stock that are to be  treated  as  stock  acquired
     pursuant to the exercise of an incentive stock option by issuing a separate
     certificate  for such shares and identifying the certificate  as  incentive
     stock option shares in the stock transfer records of the Corporation.

           (iv)  Grantee.   Incentive stock options  shall  only  be  issued  to
     employees  of  the  Corporation,  or of  a  Parent  or  Subsidiary  of  the
     Corporation.

           (v)  Designation.  No stock option shall be an incentive stock option
     unless so designated by the Committee at the time of grant or in the  Grant
     Agreement evidencing such stock option.

           (vi)  Stockholder Approval.  No stock option issued  under  the  Plan
     shall  be  an  incentive stock option unless the Plan is  approved  by  the
     shareholders  of  the Corporation within 12 months of its adoption  by  the
     Board  in  accordance with the Bylaws and Articles of the  Corporation  and
     governing law relating to such matters.

      (f)   Other  Terms and Conditions.  Stock options may contain  such  other
provisions,  not inconsistent with the provisions of the Plan, as the  Committee
shall determine appropriate from time to time.
<PAGE>
7.   Stock Appreciation Rights

      (a)   Award of Stock Appreciation Rights.  Subject to the other applicable
provisions  of  the Plan, the Committee may at any time and from  time  to  time
grant stock appreciation rights ("SARs") to eligible participants, either  on  a
free-standing basis (without regard to or in addition to the grant  of  a  stock
option)  or  on  a  tandem basis (related to the grant of  an  underlying  stock
option),  as  it determines.  SARs granted in tandem with or in  addition  to  a
stock option may be granted either at the same time as the stock option or at  a
later  time;  provided, however, that a tandem SAR shall  not  be  granted  with
respect  to any outstanding incentive stock option Award without the consent  of
the  grantee.   SARs  shall be evidenced by Grant Agreements,  executed  by  the
Corporation  and  the  grantee, stating the number of  shares  of  Common  Stock
subject  to the SAR evidenced thereby and the terms and conditions of such  SAR,
in  such form as the Committee may from time to time determine. The term  during
which  each  SAR may be exercised shall be determined by the Committee.   In  no
event  shall  a  SAR  be exercisable more than ten years from  the  date  it  is
granted.   The  grantee  shall have none of the rights  of  a  stockholder  with
respect to any shares of Common Stock represented by a SAR.

      (b)   Restrictions  of  Tandem SARs.  No incentive  stock  option  may  be
surrendered  in  connection with the exercise of a tandem SAR  unless  the  Fair
Market  Value  of  the  Common Stock subject to the incentive  stock  option  is
greater  than the exercise price for such incentive stock option.  SARs  granted
in  tandem  with stock options shall be exercisable only to the same extent  and
subject  to  the  same  conditions  as the stock  options  related  thereto  are
exercisable.   The  Committee  may,  in  its  discretion,  prescribe  additional
conditions to the exercise of any such tandem SAR.

      (c)   Amount  of Payment Upon Exercise of SARs.  A SAR shall  entitle  the
grantee  to  receive,  subject to the provisions  of  the  Plan  and  the  Grant
Agreement, a payment having an aggregate value equal to the product of  (i)  the
excess  of (A) the Fair Market Value on the exercise date of one share of Common
Stock  over (B) the base price per share specified in the Grant Agreement, times
(ii)  the  number of shares specified by the SAR, or portion thereof,  which  is
exercised.  In the case of exercise of a tandem SAR, such payment shall be  made
in  exchange for the surrender of the unexercised related stock option  (or  any
portion  or  portions thereof which the grantee from time to time determines  to
surrender for this purpose).

      (d)  Form of Payment Upon Exercise of SARs.  Payment by the Corporation of
the amount receivable upon any exercise of a SAR may be made by the delivery  of
Common Stock or cash, or any combination of Common Stock and cash, as determined
in  the  sole discretion of the Committee from time to time.  If upon settlement
of  the  exercise of a SAR a grantee is to receive a portion of such payment  in
shares  of  Common Stock, the number of shares shall be determined  by  dividing
such portion by the Fair Market Value of a share of Common Stock on the exercise
date.   No  fractional shares shall be used for such payment and  the  Committee
shall determine whether cash shall be given in lieu of such fractional shares or
whether such fractional shares shall be eliminated.
<PAGE>
8.    Stock  Awards  (Including Restricted and Unrestricted Shares  and  Phantom
Stock)

      (a)  Stock Awards, In General.  Subject to the other applicable provisions
of  the  Plan, the Committee may at any time and from time to time  grant  stock
Awards  to  eligible  participants in such amounts and for  such  consideration,
including  no consideration or such minimum consideration as may be required  by
law,  as  it determines.  A stock Award may be denominated in shares  of  Common
Stock  or  stock-equivalent units ("phantom stock"), and may be paid  in  Common
Stock,  in cash, or in a combination of Common Stock and cash, as determined  in
the sole discretion of the Committee from time to time.

      (b)   Restricted  Shares.  Each stock Award shall specify  the  applicable
restrictions,  if  any, on such shares of Common Stock,  the  duration  of  such
restrictions, and the time or times at which such restrictions shall lapse  with
respect to all or a specified number of shares of Common Stock that are part  of
the  Award.  Notwithstanding the foregoing, the Committee may reduce or  shorten
the duration of any restriction applicable to any shares of Common Stock awarded
to  any  grantee under the Plan.  Share certificates with respect to  restricted
shares  of Common Stock granted pursuant to a stock Award may be issued  at  the
time  of grant of the stock Award, subject to forfeiture if the restrictions  do
not  lapse, or upon lapse of the restrictions.  If share certificates are issued
at  the  time  of  grant  of  the stock Award, the certificates  shall  bear  an
appropriate  legend with respect to the restrictions applicable  to  such  stock
Award or, alternatively, the grantee may be required to deposit the certificates
with the Corporation during the period of any restriction thereon and to execute
a  blank  stock  power  or  other instrument of transfer  therefor.   Except  as
otherwise provided by the Committee, during such period of restriction following
issuance  of share certificates, the grantee shall have all of the rights  of  a
holder  of  Common  Stock, including but not limited to the  rights  to  receive
dividends (or amounts equivalent to dividends) and to vote with respect  to  the
restricted  shares.  If share certificates are issued upon lapse of restrictions
on a stock Award, the Committee may provide that the grantee will be entitled to
receive  any amounts per share pursuant to any dividend or distribution paid  by
the Corporation on its Common Stock to stockholders of record after grant of the
stock Award and prior to the issuance of the share certificates.

     (c)  Phantom Stock.  The grant of phantom stock units shall be evidenced by
a   Grant  Agreement,  executed  by  the  Corporation  and  the  grantee,   that
incorporates the terms of the Plan and states the number of phantom stock  units
evidenced  thereby and the terms and conditions of such phantom stock  units  in
such form as the Committee may from time to time determine.  Phantom stock units
granted  to  a  participant shall be credited to a bookkeeping  reserve  account
solely for accounting purposes and shall not require a segregation of any of the
Corporation's assets.  Phantom stock units may be exercised in whole or in  part
by  delivery  of an appropriate exercise notice to the Committee  in  accordance
with the provisions of the Grant Agreement, and/or such rules and regulations as
the Committee may prescribe, and/or such determinations, orders, or decisions as
the  Committee  may make.  Except as otherwise provided in the applicable  Grant
Agreement,  the  grantee shall have none of the rights  of  a  stockholder  with
respect to any shares of Common Stock represented by a phantom stock unit  as  a
result of the grant of a phantom stock unit to the grantee.  Phantom stock units
may  contain such other provisions, not inconsistent with the provisions of  the
Plan, as the Committee shall determine appropriate from time to time.
<PAGE>
9.   Performance Awards

      The  Committee may in its discretion grant performance Awards which become
payable on account of attainment of one or more performance goals established by
the  Committee.  Performance Awards may be paid by the delivery of Common  Stock
or  cash, or any combination of Common Stock and cash, as determined in the sole
discretion of the Committee from time to time.  Performance goals established by
the  Committee may be based on the Corporation's operating income or one or more
other business criteria selected by the Committee that apply to an individual or
group of individuals, a business unit, or the Corporation as a whole, over  such
performance  period  as  the  Committee may designate.   The  Committee  in  its
discretion may recommend to the Board of Directors of the Corporation  that  the
material terms of any Performance Award or program with respect to some  or  all
eligible participants be submitted for approval by the stockholders.

10.  Withholding of Taxes

     The Corporation may require, as a condition to the grant of any Award under
the  Plan  or exercise pursuant to such Award or to the delivery of certificates
for  shares issued or payments of cash to a grantee pursuant to the  Plan  or  a
Grant  Agreement  (hereinafter collectively referred to as a  "taxable  event"),
that the grantee pay to the Corporation, in cash or, unless otherwise determined
by  the  Corporation, in shares of Common Stock, including shares acquired  upon
grant of the Award or exercise of the Award, valued at Fair Market Value on  the
date as of which the withholding tax liability is determined, any federal, state
or  local taxes of any kind required by law to be withheld with respect  to  any
taxable  event  under  the Plan.  The Corporation, to the  extent  permitted  or
required  by  law, shall have the right to deduct from any payment of  any  kind
(including  salary  or bonus) otherwise due to a grantee any federal,  state  or
local  taxes  of  any kind required by law to be withheld with  respect  to  any
taxable  event under the Plan, or to retain or sell without notice a  sufficient
number of the shares to be issued to such grantee to cover any such taxes.

11.  Transferability

      No  Award  granted  under  the Plan shall be  transferable  by  a  grantee
otherwise  than  by  will  or  the  laws of descent  and  distribution.   Unless
otherwise  determined  by the Committee in accord with  the  provisions  of  the
immediately preceding sentence, an Award may be exercised during the lifetime of
the  grantee, only by the grantee or, during the period the grantee is  under  a
legal disability, by the grantee's guardian or legal representative.

12.  Adjustments; Business Combinations

      In  the event of a reclassification, recapitalization, stock split,  stock
dividend, combination of shares, or other similar event, the maximum number  and
kind  of  shares reserved for issuance or with respect to which  Awards  may  be
granted  under  the Plan as provided in Section 4 shall be adjusted  to  reflect
such  event,  and  the  Committee  shall  make  such  adjustments  as  it  deems
appropriate  and  equitable in the number, kind and price of shares  covered  by
outstanding Awards made under the Plan, and in any other matters which relate to
Awards  and  which are affected by the changes in the Common Stock  referred  to
above.
<PAGE>
      In  the event of any proposed Change in Control, the Committee shall  take
such action as it deems appropriate and equitable to effectuate the purposes  of
this  Plan and to protect the grantees of Awards, which action may include,  but
without  limitation,  any  one or more of the following:   (i)  acceleration  or
change  of  the  exercise and/or expiration dates of any Award to  require  that
exercise  be  made, if at all, prior to the Change of Control; (ii) cancellation
of  any Award upon payment to the holder in cash of the Fair Market Value of the
Common  Stock  subject  to such Award as of the date  of  (and,  to  the  extent
applicable,  as  established for purposes of) the Change in  Control,  less  the
aggregate  exercise price, if any, of the Award; and (iii)  in  any  case  where
equity securities of another entity are proposed to be delivered in exchange for
or  with  respect to Common Stock of the Corporation, arrangements to have  such
other  entity replace the Awards granted hereunder with awards with  respect  to
such  other  securities, with appropriate adjustments in the  number  of  shares
subject to, and the exercise prices under, the award.

     The Committee is authorized to make adjustments in the terms and conditions
of,  and  the  criteria  included  in,  Awards  in  recognition  of  unusual  or
nonrecurring events (including, without limitation, the events described in  the
preceding two paragraphs of this Section 12) affecting the Corporation,  or  the
financial  statements of the Corporation or any Subsidiary,  or  of  changes  in
applicable  laws, regulations, or accounting principles, whenever the  Committee
determines that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made  available
under the Plan.

      In the event the Corporation dissolves and liquidates (other than pursuant
to a plan of merger or reorganization), then notwithstanding any restrictions on
exercise  set  forth  in this Plan or any Grant Agreement,  or  other  agreement
evidencing  a stock option, stock appreciation right or restricted stock  Award:
(i)  each  grantee shall have the right to exercise his stock  option  or  stock
appreciation  right,  or to require delivery of share certificates  representing
any  such restricted stock Award, at any time up to ten (10) days prior  to  the
effective  date of such liquidation and dissolution; and (ii) the Committee  may
make arrangements with the grantees for the payment of appropriate consideration
to  them  for  the  cancellation  and  surrender  of  any  stock  option,  stock
appreciation right or restricted stock Award that is so canceled or  surrendered
at  any time up to ten (10) days prior to the effective date of such liquidation
and  dissolution.  The Committee may establish a different period (and different
conditions)  for  such exercise, delivery, cancellation, or surrender  to  avoid
subjecting  the  grantee to liability under Section 16(b) of the  Exchange  Act.
Any  stock  option  or stock appreciation right not so exercised,  canceled,  or
surrendered shall terminate on the last day for exercise prior to such effective
date;  and any restricted stock as to which there has not been such delivery  of
share  certificates  or that has not been so canceled or surrendered,  shall  be
forfeited  on  the last day prior to such effective date.  The  Committee  shall
give  to each grantee written notice of the commencement of any proceedings  for
such  liquidation  and dissolution of the Corporation and the  grantee's  rights
with respect to his outstanding Award.
<PAGE>
13.  Termination and Modification of the Plan

      The  Board,  without further approval of the stockholders, may  modify  or
terminate  the  Plan  or  any  portion thereof  at  any  time,  except  that  no
modification  shall become effective without prior approval of the  stockholders
of  the Corporation to increase the number of shares of Common Stock subject  to
the  Plan  or  if stockholder approval is necessary to comply with  any  tax  or
regulatory requirement or rule of any exchange or Nasdaq System upon  which  the
Common  Stock  is  listed  or  quoted (including for  this  purpose  stockholder
approval  that  is  required  for  continued  compliance  with  Rule  16b-3   or
stockholder approval that is required to enable the Committee to grant incentive
stock options pursuant to the Plan).

      The  Committee  shall  be  authorized  to  make  minor  or  administrative
modifications  to  the Plan as well as modifications to the  Plan  that  may  be
dictated  by requirements of federal or state laws applicable to the Corporation
or  that  may  be authorized or made desirable by such laws.  The Committee  may
amend  or modify the grant of any outstanding Award in any manner to the  extent
that  the  Committee  would have had the authority to  make  such  Award  as  so
modified  or  amended.   No  modification may  be  made  that  would  materially
adversely  affect any Award previously made under the Plan without the  approval
of the grantee.

14.  Non-Guarantee of Employment

      Nothing in the Plan or in any Grant Agreement thereunder shall confer  any
right  on  an  employee  to continue in the employ of the Corporation  or  shall
interfere in any way with the right of the Corporation to terminate an  employee
at any time.

15.  Termination of Employment

      For  purposes of maintaining a grantee's continuous status as an  employee
and  accrual  of  rights  under any Award, transfer of  an  employee  among  the
Corporation and the Corporation's Parent or Subsidiaries shall not be considered
a  termination  of  employment.  Nor shall it be  considered  a  termination  of
employment for such purposes if an employee is placed on military or sick  leave
or  such  other  leave of absence which is considered as continuing  intact  the
employment  relationship; in such a case, the employment relationship  shall  be
continued  until  the  date when an employee's right to  reemployment  shall  no
longer be guaranteed either by law or contract.

16.  Written Agreement

      Each  Grant Agreement entered into between the Corporation and  a  grantee
with  respect to an Award granted under the Plan shall incorporate the terms  of
this  Plan and shall contain such provisions, consistent with the provisions  of
the Plan, as may be established by the Committee.
<PAGE>
17.  Non-Uniform Determinations

     The Committee's determinations under the Plan (including without limitation
determinations of the persons to receive Awards, the form, amount  and  time  of
such  Awards,  the  terms  and  provisions of such  Awards  and  the  agreements
evidencing  same)  need not be uniform and may be made by it  selectively  among
persons  who receive, or are eligible to receive, Awards under the Plan, whether
or not such persons are similarly situated.

18.  Limitation on Benefits

      With  respect  to  persons subject to Section  16  of  the  Exchange  Act,
transactions  under  this  Plan  are intended  to  comply  with  all  applicable
conditions of Rule 16b-3.  To the extent any provision of the Plan or action  by
the  Committee  fails to so comply, it shall be deemed null  and  void,  to  the
extent permitted by law and deemed advisable by the Committee.

19.  Listing and Registration

       If   the  Corporation  determines  that  the  listing,  registration   or
qualification  upon  any securities exchange or upon any  listing  or  quotation
system  established  by  the National Association of  Securities  Dealers,  Inc.
("Nasdaq  System") or under any law, of shares subject to any Award is necessary
or  desirable as a condition of, or in connection with, the granting of same  or
the  issue  or purchase of shares thereunder, no such Award may be exercised  in
whole  or  in  part and no restrictions on such Award shall lapse,  unless  such
listing,  registration or qualification is effected free of any  conditions  not
acceptable to the Corporation.

20.  Compliance with Securities Law

      The Corporation may require that a grantee, as a condition to exercise  of
an  Award, and as a condition to the delivery of any share certificate,  provide
to the Corporation, at the time of each such exercise and each such delivery,  a
written  representation that the shares of Common Stock being acquired shall  be
acquired  by  the  grantee  solely  for investment  and  will  not  be  sold  or
transferred  without  registration  or the availability  of  an  exemption  from
registration under the Securities Act and applicable state securities laws.  The
Corporation may also require that a grantee submit other written representations
which  will  permit the Corporation to comply with federal and applicable  state
securities  laws in connection with the issuance of the Common Stock,  including
representations  as  to the knowledge and experience in financial  and  business
matters  of the grantee and the grantee's ability to bear the economic  risk  of
the grantee's investment.  The Corporation may require that the grantee obtain a
"purchaser  representative" as that term is defined in  applicable  federal  and
state  securities laws.  The stock certificates for any shares of  Common  Stock
issued  pursuant  to this Plan may bear a legend restricting transferability  of
the  shares  of Common Stock unless such shares are registered or  an  exemption
from  registration  is available under the Securities Act and  applicable  state
securities  laws.   The Corporation may notify its transfer agent  to  stop  any
transfer  of  shares  of  Common  Stock  not  made  in  compliance  with   these
restrictions.  Common Stock shall not be issued with respect to an Award granted
under  the Plan unless the exercise of such Award and the issuance and  delivery
of  share certificates for such Common Stock pursuant thereto shall comply  with
all  relevant  provisions of law, including, without limitation, the  Securities
Act, the Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any national securities exchange or Nasdaq System upon which the
Common  Stock may then be listed or quoted, and shall be further subject to  the
approval of counsel for the Corporation with respect to such compliance  to  the
extent such approval is sought by the Committee.
<PAGE>
21.  No Limit on Other Compensation Arrangements

      Nothing contained in the Plan shall prevent the Corporation or its  Parent
or   Subsidiary  corporations  from  adopting  or  continuing  in  effect  other
compensation arrangements (whether such arrangements be generally applicable  or
applicable only in specific cases) as the Committee in its discretion determines
desirable,  including  without limitation the granting of stock  options,  stock
awards,  stock appreciation rights or phantom stock units otherwise  than  under
the Plan.

22.  No Trust or Fund Created

      Neither  the Plan nor any Award shall create or be construed to  create  a
trust  or  separate  fund  of any kind or a fiduciary relationship  between  the
Corporation  and a grantee or any other person.  To the extent that any  grantee
or  other  person  acquires  a right to receive payments  from  the  Corporation
pursuant  to  an  Award, such right shall be no greater than the  right  of  any
unsecured general creditor of the Corporation.

23.  Governing Law

      The  validity,  construction and effect of the Plan, of  Grant  Agreements
entered into pursuant to the Plan, and of any rules, regulations, determinations
or  decisions made by the Board or Committee relating to the Plan or such  Grant
Agreements, and the rights of any and all persons having or claiming to have any
interest  therein or thereunder, shall be determined exclusively  in  accordance
with  applicable  federal laws and the laws of the State  of  Maryland,  without
regard to its conflict of laws rules and principles.

24.  Plan Subject to Charter and By-Laws

      This  Plan  is subject to the Articles and By-Laws of the Corporation,  as
they may be amended from time to time.

25.  Effective Date; Termination Date

      The Plan is effective as of the date on which the Plan was adopted by  the
Board; provided that the Plan is approved by the stockholders of the Corporation
twelve  (12) months before or after such date.  Any Award issued under the  Plan
prior  to the date of stockholder approval is contingent on such approval  being
obtained.  No Award shall be granted under the Plan after the close of  business
on  the day immediately preceding the tenth anniversary of the effective date of
the  Plan.  Subject to other applicable provisions of the Plan, all Awards  made
under  the  Plan  prior to such termination of the Plan shall remain  in  effect
until such Awards have been satisfied or terminated in accordance with the  Plan
and the terms of such Awards.

Date Approved by the Board:  January 21, 2000

Date Approved by the Shareholders:___________
<PAGE>