Exhibit 10.9

                                EDG CAPITAL, INC.

                          2000 LONG-TERM INCENTIVE PLAN

      1. Purpose. The purpose of the 2000 Long-Term Incentive Plan (the "Plan")
is to further and promote the interests of EDG Capital, Inc. (the "Company"),
its Subsidiaries and its shareholders by enabling the Company and its
Subsidiaries to attract, retain and motivate employees and consultants or those
who will become employees or consultants, and to align the interests of those
individuals and the Company's shareholders. To do this, the Plan offers stock
options providing such employees and consultants with a proprietary interest in
maximizing the growth, profitability and overall success of the Company and its
Subsidiaries.

      2. Definitions. For purposes of the Plan, the following terms shall have
the meanings set forth below:

            2.1 "Award" means an award or grant made to a Participant under
Section 6 of the Plan.

            2.2 "Award Agreement" means the agreement executed by a Participant
pursuant to Sections 3.2 and 17.7 of the Plan in connection with the granting of
an Award.

            2.2 "Board" means the Board of Directors of the Company, as
constituted from time to time.

            2.3 "Code" means the Internal Revenue Code of 1986, as in effect and
as amended from time to time, or any successor statute thereto, together with
any rules, regulations and interpretations promulgated thereunder or with
respect thereto.

            2.4 "Committee" means the committee of the Board established to
administer the Plan, as described in Section 3 of the Plan.

            2.5 "Common Stock" means the Common Stock, par value $.001 per
share, of the Company or any security of the Company issued by the Company in
substitution or exchange therefor.

            2.6 "Company" means EDG Capital, Inc., a New York corporation, or
any successor corporation to EDG Capital, Inc.

            2.7 "Disability" means disability as defined in the Participant's
then effective employment agreement, or if the participant is not then a party
to an effective
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employment agreement with the Company which defines disability, "Disability"
means disability as determined by the Committee in accordance with standards and
procedures similar to those under the Company's long-term disability plan, if
any. Subject to the first sentence of this Section 2.7, at any time that the
Company does not maintain a long-term disability plan, "Disability" shall mean
any physical or mental disability which is determined to be total and permanent
by a physician selected in good faith by the Company.

            2.8 "Exchange Act" means the Securities Exchange Act of 1934, as in
effect and as amended from time to time, or any successor statute thereto,
together with any rules, regulations and interpretations promulgated thereunder
or with respect thereto.

            2.9 "Fair Market Value" means on, or with respect to, any given
date(s), the average of the highest and lowest market prices of the Common
Stock, as reported on the OTB Bulletin Board or other exchange or market for
such date(s) or, if the Common Stock was not traded on such date(s), on the next
preceding day or days on which the Common Stock was traded. If at any time the
Common Stock is not traded on such exchange, the Fair Market Value of a share of
the Common Stock shall be determined in good faith by the Board.

            2.10 "Incentive Stock Option" means any stock option granted
pursuant to the provisions of Section 6 of the Plan (and the relevant Award
Agreement) that is intended to be (and is specifically designated as) an
"incentive stock option" within the meaning of Section 422 of the Code.

            2.11 "Non-Qualified Stock Option" means any stock option granted
pursuant to the provisions of Section 6 of the Plan (and the relevant Award
Agreement) that is not (and is specifically designated as not being) an
Incentive Stock Option.

            2.12 "Participant" means any individual who is selected from time to
time under Section 5 to receive an Award under the Plan.

            2.13 "Plan" means the EDG Capital, Inc. 2000 Long-Term Incentive
Plan, as set forth herein and as in effect and as amended from time to time
(together with any rules and regulations promulgated by the Committee with
respect thereto).

            2.14 "Retirement" means the voluntary retirement by the Participant
from active employment with the Company and its Subsidiaries on or after the
attainment of (i) age 65, or (ii) 60, with the consent of the Board.

            2.15 "Subsidiary(ies)" means any corporation (other than the
Company) in an unbroken chain of corporations, including and beginning with the
Company, if each of such corporations, other than the last corporation in the
unbroken chain, owns, directly or indirectly, more than fifty percent (50%) of
the voting stock in one of the other corporations in such chain.


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3. Administration.

            3.1 The Committee. The Plan shall be administered by the Board or
the Committee. The Committee shall be appointed from time to time by the Board
and shall be comprised of not less than two (2) of the then members of the Board
who are Non-Employee Directors (within the meaning of SEC Rule 16b-3(b)(3)) of
the Company. Consistent with the Bylaws of the Company, members of the Committee
shall serve at the pleasure of the Board and the Board, subject to the
immediately preceding sentence, may at any time and from time to time remove
members from, or add members to, the Committee.

            3.2 Plan Administration and Plan Rules. The Board or the Committee
is authorized to construe and interpret the Plan and to promulgate, amend and
rescind rules and regulations relating to the implementation, administration and
maintenance of the Plan. Subject to the terms and conditions of the Plan, the
Board or the Committee shall make all determinations necessary or advisable for
the implementation, administration and maintenance of the Plan including,
without limitation, (a) selecting the Plan's Participants, (b) making Awards in
such amounts and form as the Board or the Committee shall determine, (c)
imposing such restrictions, terms and conditions upon such Awards as the Board
or the Committee shall deem appropriate, and (d) correcting any technical
defect(s) or technical omission(s), or reconciling any technical
inconsistency(ies), in the Plan and/or any Award Agreement. The Committee may
designate persons other than members of the Board or the Committee to carry out
the day-to-day ministerial administration of the Plan under such conditions and
limitations as it may prescribe, except that the Board or the Committee shall
not delegate its authority with regard to the selection for participation in the
Plan and/or the granting of any Awards to Participants. The Board or the
Committee's determinations under the Plan need not be uniform and may be made
selectively among Participants, whether or not such Participants are similarly
situated. Any determination, decision or action of the Board or the Committee in
connection with the construction, interpretation, administration, implementation
or maintenance of the Plan shall be final, conclusive and binding upon all
Participants and any person(s) claiming under or through any Participants. The
Company shall effect the granting of Awards under the Plan, in accordance with
the determinations made by the Board or the Committee, by execution of written
agreements and/or other instruments in such form as is approved by the Board or
the Committee.

            3.3 Liability Limitation. Neither the Board nor the Committee, nor
any member of either, shall be liable for any act, omission, interpretation,
construction or determination made in good faith in connection with the Plan (or
any Award Agreement), and the members of the Board and the Committee shall be
entitled to indemnification and reimbursement by the Company in respect of any
claim, loss, damage or expense (including, without limitation, attorneys' fees)
arising or resulting therefrom to the fullest extent permitted by law and/or
under any directors and officers liability insurance coverage which may be in
effect from time to time.


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4. Term of Plan/Common Stock Subject to Plan.

            4.1 Term. The Plan shall terminate on December 31, 2010, except with
respect to Awards then outstanding. After such date no further Awards shall be
granted under the Plan.

            4.2 Common Stock. The maximum number of shares of Common Stock in
respect of which Awards may be granted or paid out under the Plan, subject to
adjustment as provided in Section 10.2 of the Plan, shall not exceed 1,247,983
shares. In the event of a change in the Common Stock of the Company that is
limited to a change in the designation thereof to "Capital Stock" or other
similar designation, or to a change in the par value thereof, or from par value
to no par value, without increase or decrease in the number of issued shares,
the shares resulting from any such change shall be deemed to be the Common Stock
for purposes of the Plan. Common Stock which may be issued under the Plan may be
either authorized and unissued shares or issued shares which have been
reacquired by the Company (in the open-market or in private transactions) and
which are being held as treasury shares. No fractional shares of Common Stock
shall be issued under the Plan.

            4.3 Computation of Available Shares. For the purpose of computing
the total number of shares of Common Stock available for Awards under the Plan,
there shall be counted against the limitations set forth in Section 4.2 of the
Plan the maximum number of shares of Common Stock potentially subject to
issuance upon exercise or settlement of Awards granted under Section 6 of the
Plan, in each case determined as of the date on which such Awards are granted.
If any Awards expire unexercised or are forfeited, surrendered, cancelled,
terminated or settled in cash in lieu of Common Stock, the shares of Common
Stock which were theretofore subject (or potentially subject) to such Awards
shall again be available for Awards under the Plan to the extent of such
expiration, forfeiture, surrender, cancellation, termination or settlement of
such Awards.

      5. Eligibility. Individuals eligible for Awards under the Plan shall
consist of all employees, directors, advisory board members and consultants, or
those who will become such employees , directors, advisory board members or
consultants, of the Company and/or its Subsidiaries who are responsible for or
contribute to the management, growth and protection of the business of the
Company and/or its Subsidiaries or whose performance or contribution, in the
sole discretion of the Board or the Committee, benefits or will benefit the
Company.

      6. Stock Options.

            6.1 Terms and Conditions. Stock options granted under the Plan shall
be in respect of Common Stock and may be in the form of Incentive Stock Options
or Non-Qualified Stock Options (sometimes referred to collectively herein as the
"Stock Option(s))". Such Stock Options shall be subject to the terms and
conditions set forth in this Section 6 and any additional terms and conditions,
not inconsistent with the express terms


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and provisions of the Plan, as the Committee shall set forth in the relevant
Award Agreement.

            6.2 Grant. Stock Options may be granted under the Plan in such form
as the Board or the Committee may from time to time approve. Special provisions
shall apply to Incentive Stock Options granted to any employee who owns (within
the meaning of Section 422(b)(6) of the Code) more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or its parent
corporation or any subsidiary of the Company, within the meaning of Sections
424(e) and (f) of the Code (a "10% Shareholder").

            6.3 Exercise Price. The exercise price per share of Common Stock
subject to a Stock Option shall be determined by the Board or the Committee;
provided , however, that the exercise price of an Incentive Stock Option shall
not be less than one hundred percent (100%) of the Fair Market Value of the
Common Stock on the date of the grant of such Incentive Stock Option; provided,
further, however, that, in the case of a 10% Shareholder, the exercise price of
an Incentive Stock Option shall not be less than one hundred ten percent (110%)
of the Fair Market Value of the Common Stock on the date of grant.

            6.4 Term. The term of each Stock Option shall be such period of time
as is fixed by the Committee; provided, however, that the term of any Incentive
Stock Option shall not exceed ten (10) years (five (5) years, in the case of a
10% Shareholder) after the date immediately preceding the date on which the
Incentive Stock Option is granted.

            6.5 Method of Exercise. A Stock Option may be exercised, in whole or
in part, by giving written notice of exercise to the Secretary of the Company,
or the Secretary's designee, specifying the number of shares to be purchased.
Such notice shall be accompanied by payment in fall of the exercise price in
cash, by certified check, bank draft or money order payable to the order of the
Company or, if permitted by the Board or the Committee (in its sole discretion)
and applicable law, by delivery of, alone or in conjunction with a partial cash
or instrument payment, (a) a fully secured promissory note or notes, (b) shares
of Common Stock already owned by the Participant for at least six (6) months, or
(c) some other form of payment acceptable to the Board or the Committee. The
Board or the Committee may also permit Participants (either on a selective or
group basis) to simultaneously exercise Stock Options and sell the shares of
Common Stock thereby acquired, pursuant to a "cashless exercise" arrangement or
program, selected by and approved of in all respects in advance by the
Committee. Payment instruments shall be received by the Company subject to
collection. The proceeds received by the Company upon exercise of any Stock
Option may be used by the Company for general corporate purposes. Any portion of
a Stock Option that is exercised may not be exercised again.

            6.6 Exercisability. In respect of any Stock Option granted under the
Plan, unless otherwise provided in the Award Agreement at the time of grant or
in the Participant's employment agreement in respect of any such Stock Option,
such Stock


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Option shall become exercisable as to the aggregate number of shares of Common
Stock underlying such Stock Option, as determined on the date of grant, as
follows:

            o     33%, on the first anniversary of the date of grant of the
                  Stock Option, provided the Participant is then employed by the
                  Company and/or one of its Subsidiaries;
            o     66%, on the second anniversary of the date of grant of the
                  Stock Option, provided the Participant is then employed by the
                  Company and/or one of its Subsidiaries; and
            o     100%, on the third anniversary of the date of grant of the
                  Stock Option, provided the Participant is then employed by the
                  Company and/or one of its Subsidiaries.

      7. Maximum Yearly Awards. The maximum annual Common Stock amounts in this
Section 7 are subject to adjustment under Section 10.2 and are subject to the
Plan maximum under Section 4.2. All Participants in the aggregate may not
receive in any calendar year Awards of Options, in the aggregate, exceeding
975,000 underlying shares of Common Stock. Each individual Participant may not
receive in any calendar year Awards of Options exceeding 400,000 underlying
shares of Common Stock.

      8. Termination of Employment. Except as is otherwise provided (a) in the
relevant Award Agreement as determined by the Board or Committee (in its sole
discretion) at the time of grant, or (b) in the Participant's then effective
employment agreement, if any, the following terms and conditions shall apply as
appropriate and as not inconsistent with the terms and conditions, if any,
contained in such Award Agreement and/or such employment agreement. If a
Participant's employment with the Company terminates for any reason any then
unexercisable Stock Options shall be forfeited and cancelled by the Company.
Except as otherwise provided in this Section 8, if a Participant's employment
with the Company and its Subsidiaries terminates for any reason, such
Participant's rights, if any, to exercise any then exercisable Stock Options, if
any, shall terminate ninety (90) days after the date of such termination (but
not beyond the stated term of any such Stock Option as determined under Section
6.4) and thereafter such Stock Option shall be forfeited and cancelled by the
Company. The Board or the Committee, in its sole discretion, may determine that
any such Participant's Stock Options, if any, to the extent exercisable
immediately prior to any termination of employment (other than a termination due
to death, Retirement or Disability), may remain exercisable for an additional
specified time period after such ninety (90) day period expires (subject to any
other applicable terms and provisions of the Plan and the relevant Award
Agreement), but not beyond the stated term of any such Stock Option. If any
termination of employment is due to death, Retirement or Disability, a
Participant (and such Participant's estate, designated beneficiary or other
legal representative, as the case may be and as determined by the Committee)
shall have the right, to the extent exercisable immediately prior to any such
termination, to exercise such Stock Options, if any, at any time within the one
(1) year period following such termination due to death, Retirement or
Disability (but not beyond the term of any such Stock Option as determined under
Section 6.4).


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      9. Non-transferability of Awards. Unless otherwise provided in the Award
Agreement, no Award under the Plan or any Award Agreement, and no rights or
interests herein or therein, shall or may be assigned, transferred, sold,
exchanged, encumbered, pledged, or otherwise hypothecated or disposed of by a
Participant or any beneficiary(ies) of any Participant, except by testamentary
disposition by the Participant or the laws of intestate succession. No such
interest shall be subject to execution, attachment or similar legal process,
including, without limitation, seizure for the payment of the Participant's
debts, judgements, alimony, or separate maintenance. Unless otherwise provided
in the Award Agreement, during the lifetime of a Participant, Stock Options are
exercisable only by the Participant.

      10. Changes in Capitalization and Other Matters.

            10.1 No Corporate Action Restriction. The existence of the Plan, any
Award Agreement and/or the Awards granted hereunder shall not limit, affect or
restrict in any way the right or power of the Board or the shareholders of the
Company to make or authorize (a) any adjustment, recapitalization,
reorganization or other change in the Company's or any Subsidiary's capital
structure or its business, (b) any merger, consolidation or change in the
ownership of the Company or any Subsidiary, (c) any issue of bonds, debentures,
capital, preferred or prior preference stocks ahead of or affecting the
Company's or any Subsidiary's capital stock or the rights thereof, (d) any
dissolution or liquidation of the Company or any Subsidiary, (e) any sale or
transfer of all or any part of the Company's or any Subsidiary's assets or
business, or (f) any other corporate act or proceeding by the Company or any
Subsidiary. No Participant, beneficiary or any other person shall have any claim
against any member of the Board or the Committee, the Company or any Subsidiary,
or any employees, officers or agents of the Company or any subsidiary, as a
result of any such action.

            10.2 Recapitalization Adjustments. In the event of any change in
capitalization affecting the Common Stock of the Company, including, without
limitation, a stock dividend or other distribution, stock split, reverse stock
split, recapitalization, consolidation, subdivision, split-up, spin-off,
split-off, combination or exchange of shares or other form of reorganization or
recapitalization, or any other change affecting the Common Stock, the Board or
the Committee shall authorize and make such proportionate adjustments, if any,
as the Board or the Committee deems appropriate to reflect such change,
including, without limitation, with respect to the aggregate number of shares of
the Common Stock for which Awards in respect thereof may be granted under the
Plan, the maximum number of shares of the Common Stock which may be granted or
awarded to any Participant, the number of shares of the Common Stock covered by
each outstanding Award, and the exercise price or other price per share of
Common Stock in respect of outstanding Awards.


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            10.3 Certain Mergers.

                  10.3.1 If, after September 13, 2000, the Company enters into
      or is involved in any merger, reorganization or other business combination
      with any person or entity (such merger, reorganization or other business
      combination to be referred to herein as a "Merger Event") and as a result
      of any such Merger Event the Company will be or is the surviving
      corporation, a Participant shall be entitled, as of the date of the
      execution of the agreement evidencing the Merger Event (the "Execution
      Date") and with respect to both exercisable and unexercisable Stock
      Options (but only to the extent not previously exercised), to receive
      substitute stock options in respect of the shares of the surviving
      corporation on such terms and conditions, as to the number of shares,
      pricing and otherwise, which shall substantially preserve the value,
      rights and benefits of any affected Stock Options granted hereunder as of
      the date of the consummation of the Merger Event. Notwithstanding anything
      to the contrary in this Section 10.3, if any Merger Event occurs, the
      Company shall have the right, but not the obligation, to pay to each
      affected Participant an amount in cash or certified check equal to the
      excess of the Fair Market Value of the Common Stock underlying any
      affected unexercised Stock Options as of the Execution Date (whether then
      exercisable or not) over the aggregate exercise price of such unexercised
      Stock Options, as the case may be.

                  10.3.2 If, in the case of a Merger Event in which the Company
      will not be, or is not, the surviving corporation, and the Company
      determines not to make the cash or certified check payment described in
      Section 10.3.1 of the Plan, the Company shall compel and obligate, as a
      condition of the consummation of the Merger Event, the surviving or
      resulting corporation and/or the other party to the Merger Event, as
      necessary, or any parent, subsidiary or acquiring corporation thereof, to
      grant, with respect to both exercisable and unexercisable Stock Options
      (but only to the extent not previously exercised), substitute stock
      options in respect of the shares of common or other capital stock of such
      surviving or resulting corporation on such terms and conditions, as to the
      number of shares, pricing and otherwise, which shall substantially
      preserve the value, rights and benefits of any affected Stock Options
      previously granted hereunder as of the date of the consummation of the
      Merger Event.

                  10.3.3 Upon receipt by any affected Participant of any such
      cash, certified check, or substitute stock options as a result of any such
      Merger Event, such Participant's affected Stock Options for which such
      cash, certified check or substitute awards was received shall be thereupon
      cancelled without the need for obtaining the consent of any such affected
      Participant.

                  10.3.4 The foregoing adjustments and the manner of application
      of the foregoing provisions, including, without limitation, the issuance
      of any substitute stock options, shall be determined in good faith by the
      Board or the Committee in its


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      sole discretion. Any such adjustment may provide for the elimination of
      fractional shares.

      11. Change of Control.

            11.1 Acceleration of Awards Vesting. Anything in the Plan to the
contrary notwithstanding, if a Change of Control of the Company occurs, unless
otherwise provided in the Participant's Award Agreement, all Stock Options then
unexercised and outstanding shall become fully vested and exercisable as of the
date of the Change of Control. The immediately preceding sentence shall apply to
only those Participants (i) who are employed by the Company and/or one of its
Subsidiaries as of the date of the Change of Control, or (ii) to whom Section
11.3 below is applicable.

            11.2 Payment After Change of Control. Notwithstanding anything to
the contrary in the Plan, in the case only of a Change of Control under Section
11.4.1 of the Plan, the holders of any Stock Options shall have the right, but
not the obligation, to elect, within thirty (30) business days after the
Participant has actual knowledge of the occurrence of such Change of Control, to
require the Company to substitute for such Stock Options replacement stock
options of the acquiring company or any affiliate thereof covering the most
liquid thereof and on such terms and conditions, as to the number of shares,
pricing and otherwise which shall substantially preserve the value, rights and
benefits of any affected Stock Options.

            11.3 Termination as a Result of a Change of Control. Anything in the
Plan to the contrary notwithstanding, if a Change of Control occurs and if the
Participant's employment is terminated before such Change of Control and it is
reasonably demonstrated by the Participant that such employment termination (a)
was at the request, directly or indirectly, of a third party who has taken steps
reasonably calculated to effect the Change of Control, or (b) otherwise arose in
connection with or in anticipation of the Change of Control, then for purposes
of this Section 11, the Change of Control, unless otherwise provided in the
Participant's Award Agreement, shall be deemed to have occurred immediately
prior to such Participant's employment termination (for all purposes other than
those set forth in Section 11.2 of the Plan).

            11.4 Change of Control. For the purpose of this Agreement, "Change
of Control" shall mean:

                  11.4.1 The acquisition, after the effective date of the Plan,
      by an individual, entity or group (within the meaning of Section 13(d)(3)
      or 14(d)(2) of the Exchange Act) of beneficial ownership (within the
      meaning of Rule l3d-3 promulgated under the Exchange Act) of 50% or more
      of either (a) the shares of the Common Stock, or (b) the combined voting
      power of the voting securities of the Company entitled to vote generally
      in the election of directors (the "Voting Securities"); provided, however,
      that the following acquisitions shall not constitute a Change of Control:
      (x) any acquisition by any employee benefit plan (or related


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      trust) sponsored or maintained by the Company or any Subsidiary, (y) any
      acquisition by any underwriter in connection with any firm commitment
      underwriting of securities to be issued by the Company, or (z) any
      acquisition by any corporation if, immediately following such acquisition,
      more than 50% of the then outstanding shares of common stock or common
      ownership interests and the combined voting power of the then outstanding
      voting securities or common ownership interests of such corporation or
      other entity (entitled to vote generally in the election of directors or
      other managers), is beneficially owned, directly or indirectly, by all or
      substantially all of the individuals and entities who, immediately prior
      to such acquisition, were the beneficial owners of the Common Stock and
      the Voting Securities in substantially the same proportions, respectively,
      as their ownership, immediately prior to such acquisition, of the Common
      Stock and Voting Securities; or

                  11.4.2 Individuals who, as of the effective date of the Plan,
      constitute the Board (the "Incumbent Board") cease thereafter for any
      reason to constitute at least a majority of the Board; provided, however,
      that any individual becoming a director subsequent to the effective date
      of the Plan whose election, or nomination for election by the Company's
      shareholders, was approved by at least two-thirds of the directors then
      serving and comprising the Incumbent Board shall be considered as though
      such individual were a member of the Incumbent Board, but excluding, for
      this purpose, any such individual whose initial assumption of office
      occurs as a result of either an actual or threatened election contest (as
      such terms are used in Rule 14a-11 of Regulation 14A promulgated under
      the Exchange Act) or other actual or threatened solicitation of proxies or
      consents; or

                  11.4.3 Approval by the shareholders of the Company of, or the
      occurrence of, a reorganization, merger or consolidation, other than a
      reorganization, merger or consolidation with respect to which all or
      substantially all of the individuals and entities who were the beneficial
      owners, immediately prior to such reorganization, merger or consolidation,
      of the Common Stock and Voting Securities beneficially own, directly or
      indirectly, immediately after such reorganization, merger or consolidation
      more than 50% of the then outstanding common stock or common ownership
      interests and voting securities or voting ownership interests (entitled to
      vote generally in the election of directors or other managers) of the
      corporation resulting from such reorganization, merger or consolidation in
      substantially the same proportions as their respective ownership,
      immediately prior to such reorganization, merger or consolidation, of the
      Common Stock and the Voting Securities; or

                  11.4.4 Approval by the shareholders of the Company of, or the
      occurrence of, (a) a complete liquidation or substantial dissolution of
      the Company, or (b) the sale or other disposition of all or substantially
      all of the assets of the Company, other than (i) to a Subsidiary,
      wholly-owned, directly or indirectly, by the Company, or (ii) pursuant to
      a transaction with respect to which all or substantially


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      all of the individuals and entities who were the beneficial owners,
      immediately prior to such transaction, of the Common Stock and the Voting
      Securities beneficially own, directly or indirectly, immediately after
      such transaction, more than 50% of the then outstanding common stock or
      common ownership interests and voting securities or voting ownership
      interests (entitled to vote generally in the election of directors or
      other managers) of the corporation or other business entity acquiring such
      assets in substantially the same proportions as their respective
      ownership, immediately prior to such transaction, of the Common Stock and
      the Voting Securities.

                  11.4.5 The occurrence of any event (not covered by clauses
      (11.4.1 through 11.4.4 above) which would be required to be reported by
      the Company in response to Items 1 or 2 of Form 8-K under the Exchange
      Act.

      12. Amendment, Suspension and Termination.

            12.1 In General. The Board may suspend or terminate the Plan (or any
portion thereof) at any time and may amend the Plan at any time and from time to
time in such respects as the Board may deem advisable to insure that any and all
Awards conform to or otherwise reflect any change in applicable laws or
regulations, or to permit the Company or the Participants to benefit from any
change in applicable laws or regulations, or in any other respect the Board may
deem to be in the best interests of the Company or any Subsidiary. No such
amendment, suspension or termination shall (x) materially adversely effect the
rights of any Participant under any outstanding Stock Options, without the
consent of such Participant, or (y) make any change that would disqualify the
Plan, or any other plan of the Company or any Subsidiary intended to be so
qualified, from the benefits provided under Section 422 of the Code, or any
successor provisions thereto.

            12.2 Award Agreement Modifications. The Committee may (in its sole
discretion) amend or modify at any time and from time to time the terms and
provisions of any outstanding Stock Options, in any manner to the extent that
the Committee under the Plan or any Award Agreement could have initially
determined the restrictions, terms and provisions of such Stock Options,
including, without limitation, changing or accelerating the date or dates as of
which such Stock Options shall become exercisable. No such amendment or
modification shall, however, materially adversely affect the rights of any
Participant under any such Award without the consent of such Participant.

      13. Miscellaneous.

            13.1 Tax Withholding. The Company shall have the right to deduct
from any payment or settlement under the Plan, including, without limitation,
the exercise of any Stock Option, any federal, state, local or other taxes of
any kind which the Committee, in its sole discretion, deems necessary to be
withheld to comply with the Code and/or any other applicable law, rule or
regulation. If the Committee, in its sole discretion, permits shares of Common
Stock to be used to satisfy any such tax withholding, such Common Stock shall be


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valued based on the Fair Market Value of such stock as of the date the tax
withholding is required to be made, such date to be determined by the Committee.
The Committee may establish rules limiting the use of Common Stock to meet
withholding requirements by Participants who are subject to Section 16 of the
Exchange Act.

            13.2 No Right to Employment. Neither the adoption of the Plan, the
granting of any Award, nor the execution of any Award Agreement, shall confer
upon any employee of the Company or any Subsidiary any right to continued
employment with the Company or any Subsidiary, as the case may be, nor shall it
interfere in any way with the right, if any, of the Company or any Subsidiary to
terminate the employment of any employee at any time for any reason.

            13.3 Unfunded Plan. The Plan shall be unfunded and the Company shall
not be required to segregate any assets in connection with any Awards under the
Plan. Any liability of the Company to any person with respect to any Award under
the Plan or any Award Agreement shall be based solely upon the contractual
obligations that may be created as a result of the Plan or any such award or
agreement. No such obligation of the Company shall be deemed to be secured by
any pledge of, encumbrance on, or other interest in, any property or asset of
the Company or any Subsidiary. Nothing contained in the Plan or any Award
Agreement shall be construed as creating in respect of any Participant (or
beneficiary thereof or any other person) any equity or other interest of any
kind in any assets of the Company or any Subsidiary or creating a trust of any
kind or a fiduciary relationship of any kind between the Company, any Subsidiary
and/or any such Participant, any beneficiary thereof or any other person.

            13.4 Payments to a Trust. The Committee is authorized to cause to be
established a trust agreement or several trust agreements or similar
arrangements from which the Committee may make payments of amounts due or to
become due to any Participants under the Plan.

            13.5 Other Company Benefit and Compensation Programs. Payments and
other benefits received by a Participant under an Award made pursuant to the
Plan shall not be deemed a part of a Participant's compensation for purposes of
the determination of benefits under any other employee welfare or benefit plans
or arrangements, if any, provided by the Company or any Subsidiary unless
expressly provided in such other plans or arrangements, or except where the
Board expressly determines in writing that inclusion of an Award or portion of
an Award should be included to accurately reflect competitive compensation
practices or to recognize that an Award has been made in lieu of a portion of
competitive annual base salary or other cash compensation. Awards under the Plan
may be made in addition to, in combination with, or as alternatives to, grants,
awards or payments under any other plans or arrangements of the Company or its
Subsidiaries. The existence of the Plan notwithstanding, the Company or any
Subsidiary may adopt such other compensation plans or programs and additional
compensation arrangements as it deems necessary to attract, retain and motivate
employees.


                                       12
<PAGE>

            13.6 Listing, Registration and Other Legal Compliance. No Awards or
shares of the Common Stock shall be required to be issued or granted under the
Plan unless legal counsel for the Company shall be satisfied that such issuance
or grant will be in compliance with all applicable federal and state securities
laws and regulations and any other applicable laws or regulations. The Committee
may require, as a condition of any payment or share issuance, that certain
agreements, undertakings, representations, certificates, and/or information, as
the Committee may deem necessary or advisable, be executed or provided to the
Company to assure compliance with all such applicable laws or regulations.
Certificates for shares of the Common Stock delivered under the Plan may be
subject to such stock-transfer orders and such other restrictions as the
Committee may deem advisable under the rules, regulations, or other requirements
of the Securities and Exchange Commission, any stock exchange upon which the
Common Stock is then listed, and any applicable federal or state securities law.
In addition, if, at any time specified herein (or in any Award Agreement or
otherwise) for (a) the making of any Award, or the making of any determination,
(b) the issuance or other distribution of Common Stock, or (c) the payment of
amounts to or through a Participant with respect to any Award, any law, rule,
regulation or other requirement of any governmental authority or agency shall
require either the Company, any Subsidiary or any Participant (or any estate,
designated beneficiary or other legal representative thereof) to take any action
in connection with any such determination, any such shares to be issued or
distributed, any such payment, or the making of any such determination, as the
case may be, shall be deferred until such required action is taken. With respect
to persons subject to Section 16 of the Exchange Act, transactions under the
Plan are intended to comply with all applicable conditions of SEC Rule 16b-3. To
the extent any provision of the Plan or any action by the administrators of the
Plan fails to so comply with such rule, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.

            13.7 Award Agreements. Each Participant receiving an Award under the
Plan shall enter into an Award Agreement with the Company in a form specified by
the Committee. Each such Participant shall agree to the restrictions, terms and
conditions of the Award set forth therein and in the Plan.

            13.8 Designation of Beneficiary. Each Participant to whom an Award
has been made under the Plan may designate a beneficiary or beneficiaries to
exercise any option or to receive any payment which under the terms of the Plan
and the relevant Award Agreement may become exercisable or payable on or after
the Participant's death. At any time, and from time to time, any such
designation may be changed or cancelled by the Participant without the consent
of any such beneficiary. Any such designation, change or cancellation must be on
a form provided for that purpose by the Committee and shall not be effective
until received by the Committee. If no beneficiary has been designated by a
deceased Participant, or if the designated beneficiaries have predeceased the
Participant, the beneficiary shall be the Participant's estate. If the
Participant designates more than one beneficiary, any payments under the Plan to
such beneficiaries shall be made in equal shares unless the Participant has
expressly designated otherwise, in which case the payments shall be made in the
shares designated by the Participant.


                                       13
<PAGE>

            13.9 Leaves of Absence/Transfers. The Committee shall have the power
to promulgate rules and regulations and to make determinations, as it deems
appropriate, under the Plan in respect of any leave of absence from the Company
or any Subsidiary granted to a Participant. Without limiting the generality of
the foregoing, the Committee may determine whether any such leave of absence
shall be treated as if the Participant has terminated employment with the
Company or any such Subsidiary. If a Participant transfers within the Company,
or to or from any Subsidiary, such Participant shall not be deemed to have
terminated employment as a result of such transfers.

            13.10 Loans. Subject to applicable law, the Committee may provide,
pursuant to Plan rules, for the Company or any Subsidiary to make loans to
Participants to finance the exercise price of any Stock Options, as well as the
withholding obligation under Section 13.1 of the Plan and/or the estimated or
actual taxes payable by the Participant as a result of the exercise of such
Stock Option and the Committee may prescribe the terms and conditions of any
such loan.

            13.11 Governing Law. The Plan and all actions taken thereunder shall
be governed by and construed in accordance with the laws of the State of New
York, without reference to the principles of conflict of laws thereof. Any
titles and headings herein are for reference purposes only, and shall in no way
limit, define or otherwise affect the meaning, construction or interpretation of
any provisions of the Plan.

            13.12 Effective Date. The Plan shall be effective upon its approval
by the Board and adoption by the Company, subject to the approval of the Plan by
the Company's shareholders in accordance with Sections 162(m) and 422 of the
Code.

                                    * * * * *

            IN WITNESS WHEREOF, this Plan is adopted by the Company on this 13th
day of September, 2000.

                                                   EDG CAPITAL, INC.


                                                   By:__________________________

                                                   Name:________________________

                                                   Title:_______________________


                                       14
<PAGE>

                        INCENTIVE STOCK OPTION AGREEMENT

                                   pursuant to

                                EDG CAPITAL, INC.
                         2000 LONG-TERM INCENTIVE PLAN

                                    * * * * *

Optionee:                           _______________

Grant Date:                         _______________

Per Share Exercise Price:           _______________

Number of Option Shares
subject to this Option:             _______________

            THIS INCENTIVE STOCK OPTION AGREEMENT (this "Agreement"), dated as
of the Grant Date specified above, is entered into by and between EDG Capital,
Inc., a New York corporation (the "Company"), and the Optionee specified above,
pursuant to the EDG Capital, Inc. 2000 Long-Term Incentive Plan, as in effect
and as amended from time to time (the "Plan"); and

            WHEREAS, it has been determined under the Plan that it would be in
the best interests of the Company to grant the incentive stock option provided
for herein to the Optionee;

            NOW, THEREFORE, in consideration of the mutual covenants and
premises hereinafter set forth and for other good and valuable consideration,
the parties hereto hereby mutually covenant and agree as follows:

      1. Incorporation By Reference; Plan Document Receipt. This Agreement is
subject to the approval of the Plan by the shareholders of the Company. This
Agreement is also subject in all respects to the terms and provisions of the
Plan (including, without limitation, any amendments thereto adopted at any time
and from time to time if such amendments are expressly intended to apply to the
grant of the option hereunder and are permitted to apply by the Plan), all of
which terms and provisions are made a part of and incorporated in this Agreement
as if they were each expressly set forth herein. Any capitalized term not
defined in this Agreement shall have the same meaning as is ascribed thereto
under the Plan. The Optionee hereby acknowledges receipt of a true copy of the
Plan and that the Optionee has read the Plan carefully and fully understands its
content. In the event of any conflict between the terms of this Agreement and
the terms of the Plan, the terms of the Plan shall control.


                                       15
<PAGE>

      2. Grant of Option. The Company hereby grants to the Optionee, subject to
the approval of the Plan by the shareholders of the Company, as of the Grant
Date specified above, an incentive stock option (this "Option") to acquire from
the Company at the Per Share Exercise Price specified above the aggregate number
of shares of the Common Stock specified above (the "Option Shares"). This Option
is intended to be treated as (and to qualify as) an "incentive stock option"
within the meaning of Section 422 of the Code.

      3. Exercise of this Option.

            3.1 This Option shall become exercisable in accordance with and to
the extent provided by the terms and provisions of Section 6.6 of the Plan.

            3.2 Unless earlier terminated in accordance with the terms and
provisions of the Plan, this option shall expire and shall no longer be
exercisable after the expiration of ten years from the Grant Date (the "Option
Period").

            3.3 In no event shall this Option be exercisable for a fractional
share of Common Stock.

      4. Method of Exercise and Payment. This Option shall be exercised by the
Optionee by delivering to the Secretary of the Company or his designated agent
on any business day (the "Exercise Date") a written notice, in such manner and
form as may be required by the Company, specifying the number of Option Shares
the Optionee desires to acquire (the "Exercise Notice"). The Exercise Notice
shall be accompanied by payment of the aggregate Per Share Exercise Price for
such number of the Option Shares to be acquired upon such exercise. Such payment
shall be made in the manner set forth in Section 6.5 of the Plan.

      5. Termination. This Option shall terminate and be of no force or effect
in accordance with and to the extent provided by the terms and provisions of
Section 8 of the Plan. In any event, this Option shall terminate upon the
expiration of the Option Period.

      6. Entire Agreement; Amendment. This Agreement contains the entire
agreement between the parties hereto with respect to the subject matter
contained herein, and supersedes all prior agreements or prior understandings,
whether written or oral, between the parties relating to such subject matter.
This Agreement may only be modified or amended by a writing signed by both the
Company and the Optionee.

      7. Governing Laws. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without reference to the
principles of conflict of laws thereof.

      8. Compliance with Laws. The issuance of this Option (and the Option
Shares upon exercise of this option) pursuant to this Agreement shall be subject
to, and shall comply


                                       16
<PAGE>

with, any applicable requirements of any federal and state securities laws,
rules and regulations (including, without limitation, the provisions of the
Securities Act of 1933, the Exchange Act and the respective rules and
regulations promulgated thereunder) and any other law or regulation applicable
thereto. The Company shall not be obligated to issue this Option or any of the
Option Shares pursuant to this Agreement if any such issuance would violate any
such requirements.

      9. Binding Agreement; Assignment. This Agreement shall inure to the
benefit of, be binding upon, and be enforceable by the Company and its
successors and assigns. The Optionee shall not assign any part of this Agreement
without the prior express written consent of the Company.

      10. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument.

      11. Headings. The titles and headings of the various sections of this
Agreement have been inserted for convenience of reference only and shall not be
deemed to be a part of this Agreement.

      12. Further Assurances. Each party hereto shall do and perform (or shall
cause to be done and performed) all such further acts and shall execute and
deliver all such other agreements, certificates, instruments and documents as
any party hereto reasonably may request in order to carry out the intent and
accomplish the purposes of this Agreement and the Plan and the consummation of
the transactions contemplated thereunder.

      13. Severability. The invalidity or unenforceability of any provisions of
this Agreement in any jurisdiction shall not affect the validity, legality or
enforceability of the remainder of this Agreement in such jurisdiction or the
validity, legality or enforceability of any provision of this Agreement in any
other jurisdiction, it being intended that all rights and obligations of the
parties hereunder shall be enforceable to the fullest extent permitted by law.

      14. Employment. Nothing contained in this Agreement shall give the
Optionee any right to be retained in the employ of the Company or affect the
right of the Company to terminate the Optionee's employment with the Company.

      15. Non transferability. The Option and this Incentive Stock Option
Agreement, and all rights or interests herein or therein, shall not and may not
be assigned, transferred, sold, exchanged, encumbered, pledged, or otherwise
hypothecated or disposed of by the Optionee or any beneficiary(ies) of the
Optionee, except by testamentary disposition by the Optionee or the laws of
intestate succession. No such interest shall be subject to execution, attachment
or similar legal process, including, without limitation, seizure for the payment
of the Optionee's debts, judgements, alimony, or separate maintenance. During
the lifetime of the Optionee, the Option is exercisable only by the Optionee.


                                       17
<PAGE>

            IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Optionee has hereunto set his
hand, all as of the Grant Date specified above.

                                            EDG CAPITAL, INC.

                                            By:    _____________________________

                                            Name:  _____________________________

                                            Title: _____________________________


                                            OPTIONEE

                                            ____________________________________


                                       18
<PAGE>

                       NONSTATUTORY STOCK OPTION AGREEMENT

                                   pursuant to

                                EDG CAPITAL, INC.
                          2000 LONG-TERM INCENTIVE PLAN

                                    * * * * *

Optionee:                           _________________

Grant Date:                         _________________

Per Share Exercise Price:           _________________

Number of Option Shares
  subject to this Option:           _________________

            THIS NONSTATUTORY STOCK OPTION AGREEMENT (this "Agreement"), dated
as of the Grant Date specified above, is entered into by and between EDG
CAPITAL, INC., a New York corporation (the "Company"), and the Optionee
specified above, pursuant to the EDG Capital, Inc. 2000 Long-Term Incentive
Plan, as in effect and as amended from time to time (the "Plan"); and

            WHEREAS, it has been determined under the Plan that it would be in
the best interests of the Company to grant the nonstatutory stock option
provided for herein to the Optionee;

            NOW, THEREFORE, in consideration of the mutual covenants and
premises hereinafter set forth and for other good and valuable consideration,
the parties hereto hereby mutually covenant and agree as follows:

      1. Incorporation By Reference; Plan Document Receipt. This Agreement is
subject to the approval of the Plan by the shareholders of the Company. This
Agreement is also subject in all respects to the terms and provisions of the
Plan (including, without limitation, any amendments thereto adopted at any time
and from time to time if such amendments are expressly intended to apply to the
grant of the option hereunder and are permitted to apply by the Plan), all of
which terms and provisions are made a part of and incorporated in this Agreement
as if they were each expressly set forth herein. Any capitalized term not
defined in this Agreement shall have the same meaning as is ascribed thereto
under the Plan. The Optionee hereby acknowledges receipt of a true copy of the
Plan and that the Optionee has read the Plan carefully and fully understands its
content. In the


                                       19
<PAGE>

event of any conflict between the terms of this Agreement and the terms of the
Plan, the terms of the Plan shall control.

      2. Grant of Option. The Company hereby grants to the Optionee, subject to
the approval of the Plan by the shareholders of the Company, as of the Grant
Date specified above, a nonstatutory stock option (this "Option") to acquire
from the Company at the Per Share Exercise Price specified above the aggregate
number of shares of the Common Stock specified above (the "Option Shares"). This
Option is not to be treated as (and is not intended to qualify as) an "incentive
stock option" within the meaning of Section 422 of the Code.

      3. Exercise of this Option.

      3.1 This Option shall become exercisable in accordance with and to the
extent provided by the terms and provisions of Section 6.6 of the Plan.

      3.2 Unless earlier terminated in accordance with the terms and provisions
of the Plan, this option shall expire and shall no longer be exercisable after
the expiration of ten years from the Grant Date (the "Option Period").

      3.3 In no event shall this Option be exercisable for a fractional share of
Common Stock.

      4. Method of Exercise and Payment. This Option shall be exercised by the
Optionee by delivering to the Secretary of the Company or his designated agent
on any business day (the "Exercise Date") a written notice, in such manner and
form as may be required by the Company, specifying the number of the Option
Shares the Optionee then desires to acquire (the "Exercise Notice"). The
Exercise Notice shall be accompanied by payment of the aggregate Per Share
Exercise Price for such number of the Option Shares to be acquired upon such
exercise. Such payment shall be made in the manner set forth in Section 6.5 of
the Plan.

      5. Termination. This Option shall terminate and be of no force or effect
in accordance with and to the extent provided by the terms and provisions of
Section 8 of the Plan. In any event, this Option shall terminate upon the
expiration of the Option Period.

      6. Entire Agreement; Amendment. This Agreement contains the entire
agreement between the parties hereto with respect to the subject matter
contained herein, and supersedes all prior agreements or prior understandings,
whether written or oral, between the parties relating to such subject matter.
This Agreement may only be modified or amended by a writing signed by both the
Company and the Optionee.

      7. Governing Laws. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without reference to the
principles of conflict of laws thereof.


                                       20
<PAGE>

      8. Compliance with Laws. The issuance of this Option (and the Option
Shares upon exercise of this option) pursuant to this Agreement shall be subject
to, and shall comply with, any applicable requirements of any federal and state
securities laws, rules and regulations (including, without limitation, the
provisions of the Securities Act of 1933, the Exchange Act and the respective
rules and regulations promulgated thereunder) and any other law or regulation
applicable thereto. The Company shall not be obligated to issue this Option or
any of the Option Shares pursuant to this Agreement if any such issuance would
violate any such requirements.

      9. Binding Agreement; Assignment. This Agreement shall inure to the
benefit of, be binding upon, and be enforceable by the Company and its
successors and assigns. The Optionee shall not assign any part of this Agreement
without the prior express written consent of the Company.

      10. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument.

      11. Headings. The titles and headings of the various sections of this
Agreement have been inserted for convenience of reference only and shall not be
deemed to be a part of this Agreement.

      12. Further Assurances. Each party hereto shall do and perform (or shall
cause to be done and performed) all such further acts and shall execute and
deliver all such other agreements, certificates, instruments and documents as
any party hereto reasonably may request in order to carry out the intent and
accomplish the purposes of this Agreement and the Plan and the consummation of
the transactions contemplated thereunder.

      13. Severability. The invalidity or unenforceability of any provisions of
this Agreement in any jurisdiction shall not affect the validity, legality or
enforceability of the remainder of this Agreement in such jurisdiction or the
validity, legality or enforceability of any provision of this Agreement in any
other jurisdiction, it being intended that all rights and obligations of the
parties hereunder shall be enforceable to the fullest extent permitted by law.

      14. Employment. Nothing contained in this Agreement shall give the
Optionee any right to be retained in the employ of the Company or affect the
right of the Company to terminate the Optionee's employment with the Company.


                                       21
<PAGE>

            IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Optionee has hereunto set his
hand, all as of the Grant Date specified above.

                                            EDG CAPITAL, INC.

                                            By:    ____________________________

                                            Name:  ____________________________

                                            Title: ____________________________


                                            OPTIONEE

                                            ____________________________________