EXHIBIT 4.5


                          SECURITY CAPITAL CORPORATION
                          2000 LONG-TERM INCENTIVE PLAN

         1. PURPOSE. The purpose of this 2000 Long-Term Incentive Plan (the
      "Plan") of SECURITY CAPITAL CORPORATION, a Delaware corporation (the
      "Company"), is to advance the interests of the Company and its
      stockholders by providing a means to attract, retain, motivate and reward
      directors, officers, employees and consultants of and service providers to
      the Company and its affiliates and to enable such persons to acquire or
      increase a proprietary interest in the Company, thereby promoting a closer
      identity of interests between such persons and the Company's stockholders.

         2. DEFINITIONS. The definitions of awards under the Plan, including
      Options, SARs (including Limited SARs), Restricted Stock, Deferred Stock,
      Stock granted as a bonus or in lieu of other awards, Dividend Equivalents
      and Other Stock-Based Awards as are set forth in Section 6 of the Plan.
      Such awards, together with any other right or interest granted to a
      Participant under the Plan, are termed "Awards." For purposes of the Plan,
      the following additional terms shall be defined as set forth below:

            (a) "Award Agreement" means any written agreement, contract, notice
      or other instrument or document evidencing an Award.

            (b) "Beneficiary" shall mean the person, persons, trust or trusts
      which have been designated by a Participant in his or her most recent
      written beneficiary designation filed with the Committee to receive the
      benefits specified under the Plan upon such Participant's death or, if
      there is no designated Beneficiary or surviving designated Beneficiary,
      then the person, persons, trust or trusts entitled by will or the laws of
      descent and distribution to receive such benefits.

            (c) "Board" means the Board of Directors of the Company.

            (d) "Code" means the Internal Revenue Code of 1986, as amended from
      time to time. References to any provision of the Code shall be deemed to
      include regulations thereunder and successor provisions and regulations
      thereto.

            (e) "Committee" means the committee appointed by the Board to
      administer the Plan, or if no committee is appointed, the Board.

            (f) "Exchange Act" means the Securities Exchange Act of 1934, as
      amended from time to time. References to any provision of the Exchange Act
      shall be deemed to include rules thereunder and successor provisions and
      rules thereto.

            (g) "Fair Market Value" means, with respect to Stock, Awards, or
      other property, the fair market value of such Stock, Awards, or other
      property determined by such methods or procedures as shall be established
      from time to time by the Committee, provided, however, that if the Stock
      is listed on a national securities exchange or quoted in an interdealer
      quotation system, the Fair Market Value of such Stock on a given date
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      shall be based upon the last sales price at the end of regular trading or,
      if unavailable, the average of the closing bid and asked prices per share
      of the Stock at the end of regular trading on such date (or, if there was
      no trading or quotation in the Stock on such date, on the next preceding
      date on which there was trading or quotation) as provided by one of such
      organizations.

            (h) "ISO" means any Option that is designated as an incentive stock
      option within the meaning of Section 422 of the Code, and qualifies as
      such.

            (i) "Parent" means any "person" (within the meaning of Section
      13(d)(3) or 14(d)(2) of the Exchange Act) that controls the Company,
      either directly or indirectly through one or more intermediaries.

            (j) "Participant" means a person who, at a time when eligible under
      Section 5 hereof, has been granted an Award under the Plan.

            (k) "Rule 16b-3" means Rule 16b-3, as from time to time in effect
      and applicable to the Plan and Participants, promulgated by the Securities
      and Exchange Commission under Section 16 of the Exchange Act.

            (l) "Stock" means the Company's Class A Common Stock, and such other
      securities as may be substituted for Stock pursuant to Section 4.

            (m) "Subsidiary" means each entity that is controlled by the Company
      or a Parent, either directly or indirectly through one or more
      intermediaries

         3. ADMINISTRATION.

            (a) AUTHORITY OF THE COMMITTEE. Except as otherwise provided below,
      the Plan shall be administered by the Committee. The Committee shall have
      full and final authority to take the following actions, in each case
      subject to and consistent with the provisions of the Plan:

                  (i) to select persons to whom Awards may be granted;

                  (ii) to determine the type or types of Awards to be granted to
      each such person;

                  (iii) to determine the number of Awards to be granted, the
      number of shares of Stock to which an Award will relate, the terms and
      conditions of any Award granted under the Plan (including, but not limited
      to, any exercise price, grant price or purchase price, any restriction or
      condition, any schedule for lapse of restrictions or conditions relating
      to transferability or forfeiture, exercisability or settlement of an
      Award, and waivers or accelerations thereof, performance conditions
      relating to an Award (including performance conditions relating to Awards
      not intended to be governed by Section 7(f) and waivers and modifications
      thereof), based in each case on

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      such considerations as the Committee shall determine), and all other
      matters to be determined in connection with an Award;

                  (iv) to determine whether, to what extent and under what
      circumstances an Award may be settled, or the exercise price of an Award
      may be paid, in cash, Stock, other Awards, or other property, or an Award
      may be canceled, forfeited, or surrendered;

                  (v) to determine whether, to what extent and under what
      circumstances cash, Stock, other Awards or other property payable with
      respect to an Award will be deferred either automatically at the election
      of the Committee or at the election of the Participant;

                  (vi) to determine the restrictions, if any, to which Stock
      received upon exercise or settlement of an Award shall be subject
      (including lock-ups and other transfer restrictions), and to condition the
      delivery of such Stock upon the execution by the Participant of any
      agreement providing for such restrictions;

                  (vii) to prescribe the form of each Award Agreement, which
      need not be identical for each Participant;

                  (viii) to adopt, amend, suspend, waive and rescind such rules
      and regulations and appoint such agents as the Committee may deem
      necessary or advisable to administer the Plan;

                  (ix) to correct any defect or supply any omission or reconcile
      any inconsistency in the Plan and to construe and interpret the Plan and
      any Award, rules and regulations, Award Agreement or other instrument
      hereunder; and

                  (x) to make all other decisions and determinations as may be
      required under the terms of the Plan or as the Committee may deem
      necessary or advisable for the administration of the Plan.

      Other provisions of the Plan notwithstanding, the Board shall perform the
      functions of the Committee for purposes of granting awards to directors
      who serve on the Committee, and the Board may perform any function of the
      Committee under the Plan for any other purpose, including without
      limitation for the purpose of ensuring that transactions under the Plan by
      Participants who are then subject to Section 16 of the Exchange Act in
      respect of the Company are exempt under Rule 16b-3. In any case in which
      the Board is performing a function of the Committee under the Plan, each
      reference to the Committee herein shall be deemed to refer to the Board,
      except where the context otherwise requires.

            (b) MANNER OF EXERCISE OF COMMITTEE AUTHORITY. Any action of the
      Committee with respect to the Plan shall be final, conclusive and binding
      on all persons, including the Company, its Parent and Subsidiaries,
      Participants, any person claiming any rights under the Plan from or
      through any Participant and stockholders, except to the extent the
      Committee may subsequently modify, or take further action not consistent

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      with, its prior action. If not specified in the Plan, the time at which
      the Committee must or may make any determination shall be determined by
      the Committee, and any such determination may thereafter be modified by
      the Committee (subject to Section 8(e)). The express grant of any specific
      power to the Committee, and the taking of any action by the Committee,
      shall not be construed as limiting any power or authority of the
      Committee. Except as provided under Section 7(f), the Committee may
      delegate to officers or managers of the Company, its Parent or
      Subsidiaries the authority, subject to such terms as the Committee shall
      determine, to perform such functions as the Committee may determine, to
      the extent permitted under applicable law.

            (c) LIMITATION OF LIABILITY; INDEMNIFICATION. Each member of the
     Committee shall be entitled to, in good faith, rely or act upon any report
     or other information furnished to him by any officer or other employee of
     the Company, its Parent or Subsidiaries, the Company's independent
     certified public accountants or any executive compensation consultant,
     legal counsel or other professional retained by the Company to assist in
     the administration of the Plan. No member of the Committee, or any officer
     or employee of the Company acting on behalf of the Committee, shall be
     personally liable for any action, determination or interpretation taken or
     made in good faith with respect to the Plan, and all members of the
     Committee and any officer or employee of the Company acting on its behalf
     shall, to the extent permitted by law, be fully indemnified and protected
     by the Company with respect to any such action, determination or
     interpretation.

         4. STOCK SUBJECT TO PLAN.

            (a) AMOUNT OF STOCK RESERVED. The total number of shares of Stock
     that may be subject to outstanding Awards, determined immediately after the
     grant of any Award, shall not exceed 15% of the total number of shares of
     the Company's Class A Common Stock outstanding at the effective time of
     such grant. In no event shall the number of shares of Stock delivered upon
     the exercise of ISOs exceed 15% of the total number of shares of the
     Company's Class A Common Stock outstanding determined at the time the Plan
     is approved by the Company's stockholders; PROVIDED, HOWEVER, that shares
     subject to ISOs shall not be deemed delivered if such ISOs are forfeited,
     expire or otherwise terminate without delivery of shares to the
     Participant. If an Award valued by reference to Stock may only be settled
     in cash, the number of shares to which such Award relates shall be deemed
     to be Stock subject to such Award for purposes of this Section 4(a). Any
     shares of Stock delivered pursuant to an Award may consist, in whole or in
     part, of authorized and unissued shares, treasury shares or shares acquired
     in the market on a Participants behalf.

            (b) ANNUAL PER-PARTICIPANT LIMITATIONS. During any calendar year, no
     Participant may be granted Awards that may be settled by delivery of more
     than 500,000 shares of Stock, subject to adjustment as provided in Section
     4(c). In addition, with respect to Awards that may be settled in cash (in
     whole or in part), no Participant may be paid during any calendar year cash
     amounts relating to such Awards that exceed the greater of the Fair Market
     Value of the number of shares of Stock set forth in the

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     preceding sentence at the date of grant or the date of settlement of the
     Award. This provision sets forth two separate limitations, so that Awards
     that may be settled solely by delivery of Stock will not operate to reduce
     the amount of cash-only Awards, and vice versa; nevertheless, Awards that
     may be settled in Stock or cash must not exceed either limitation.

            (c) ADJUSTMENTS. In the event that the Committee shall determine
     that any recapitalization, forward or reverse split, reorganization,
     merger, consolidation, spin-off, combination, repurchase or exchange of
     Stock or other securities, Stock dividend or other special, large and
     non-recurring dividend or distribution (whether in the form of cash,
     securities or other property), liquidation, dissolution, or other similar
     corporate transaction or event, affects the Stock such that an adjustment
     is appropriate in order to prevent dilution or enlargement of the rights of
     Participants under the Plan, then the Committee shall, in such manner as it
     may deem equitable, adjust any or all of (i) the number and kind of shares
     of Stock reserved and available for Awards under Sections 4(a) and 4(b),
     including shares reserved for ISOs, (ii) the number and kind of shares of
     outstanding Restricted Stock or other outstanding Awards in connection with
     which shares have been issued, (iii) the number and kind of shares that may
     be issued in respect of other outstanding Awards and (iv) the exercise
     price, grant price or purchase price relating to any Award. (or, if deemed
     appropriate, the Committee may make provision for a cash payment with
     respect to any outstanding Award). In addition, the Committee is authorized
     to make adjustments in the terms and conditions of, and the criteria
     included in, Awards (including, without limitation, cancellation of
     unexercised or outstanding Awards, or substitution of Awards using stock of
     a successor or other entity) in recognition of unusual or nonrecurring
     events (including, without limitation, events described in the preceding
     sentence) affecting the Company, its Parent or any Subsidiary or the
     financial statements of the Company, its Parent or any Subsidiary, or in
     response to changes in applicable laws, regulations, or accounting
     principles.

         5. ELIGIBILITY. Directors, officers and employees of the Company or its
     Parent or any Subsidiary, and persons who provide consulting or other
     services to the Company, its Parent or any Subsidiary deemed by the
     Committee to be of substantial value to the Company or its Parent and
     Subsidiaries, are eligible to be granted Awards under the Plan. In
     addition, persons who have been offered employment by, or agreed to become
     a director of, the Company, its Parent or any Subsidiary, and persons
     employed by an entity that the Committee reasonably expects to become a
     Subsidiary of the Company, are eligible to be granted an Award under the
     Plan.

         6. SPECIFIC TERMS OF AWARDS.

          (A) GENERAL. Awards may be granted on the terms and conditions set
     forth in this Section 6. In addition, the Committee may impose on any Award
     or the exercise thereof such additional terms and conditions, not
     inconsistent with the provisions of the Plan, as the Committee shall
     determine, including terms requiring forfeiture of Awards in the event of
     termination of employment or service of the Participant. Except as
     expressly provided by the Committee (including for purposes of complying
     with the requirements

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     of the Delaware General Corporation Law relating to lawful consideration
     for the issuance of shares), no consideration other than services will be
     required as consideration for the grant (but not the exercise) of any
     Award.

          (b) OPTIONS. The Committee is authorized to grant options to purchase
     Stock on the following terms and conditions ("Options"):

                   (i) EXERCISE PRICE. The exercise price per share of Stock
     purchasable under an Option shall be determined by the Committee.

                  (ii) TIME AND METHOD OF EXERCISE. The Committee shall
     determine the time or times at which an Option may be exercised in whole or
     in part, the methods by which such exercise price may be paid or deemed to
     be paid, the form of such payment, including, without limitation, cash,
     Stock, other Awards or awards granted under other Company plans or other
     property (including notes or other contractual obligations of Participants
     to make payment on a deferred basis, such as through "cashless exercise"
     arrangements, to the extent permitted by applicable law), and the methods
     by which Stock will be delivered or deemed to be delivered to Participants.

                  (iii) TERMINATION OF EMPLOYMENT. The Committee shall determine
     the period, if any, during which Options shall be exercisable following a
     Participant's termination of his employment relationship with the Company,
     its Parent or any Subsidiary. For this purpose, unless otherwise determined
     by the Committee, any sale of a Subsidiary of the Company pursuant to which
     it ceases to be a Subsidiary of the Company shall be deemed to be a
     termination of employment by any Participant employed by such Subsidiary.
     Unless otherwise determined by the Committee, (x) during any period that an
     Option is exercisable following termination of employment, it shall be
     exercisable only to the extent it was exercisable upon such termination of
     employment, and (y) if such termination of employment is for cause, as
     determined in the discretion of the Committee, all Options held by the
     Participant shall immediately terminate.

                  (iv) SALE OF THE COMPANY. Upon the consummation of any
     transaction whereby the Company (or any successor to the Company or
     substantially all of its business) becomes a wholly-owned Subsidiary of any
     corporation, all Options outstanding under the Plan shall terminate, unless
     such other corporation shall continue or assume the Plan as it relates to
     Options then outstanding (in which case such other corporation shall be
     treated as the Company for all purposes hereunder, and, pursuant to Section
     4(c), the Committee of such other corporation shall make appropriate
     adjustment in the number and kind of shares of Stock subject thereto and
     the exercise price per share thereof to reflect consummation of such
     transaction). If the Plan is not to be so assumed, the Company shall notify
     the Participant of consummation of such transaction at least ten days in
     advance thereof.

                    (v) OPTIONS PROVIDING FAVORABLE TAX TREATMENT. The Committee
     may grant Options that may afford a Participant with favorable treatment
     under the tax laws

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      applicable to such Participant, including, but not limited to ISOs. If
      Stock acquired by exercise of an ISO is sold or otherwise disposed of
      within two years after the date of grant of the ISO or within one year
      after the transfer of such Stock to the Participant, the holder of the
      Stock immediately prior to the disposition shall promptly notify the
      Company in writing of the date and terms of the disposition and shall
      provide such other information regarding the disposition as the Company
      may reasonably require in order to secure any deduction then available
      against the Company's or any other corporations taxable income. The
      Company may impose such procedures as it determines may be necessary to
      ensure that such notification is made. Each Option granted as an ISO shall
      be designated as such in the Award Agreement relating to such Option.

           (c) STOCK APPRECIATION RIGHTS. The Committee is authorized to grant
      stock appreciation rights on the following terms and conditions ("SARs"):

                  (i) RIGHT TO PAYMENT. An SAR shall confer on the Participant
      to whom it is granted a right to receive, upon exercise thereof, the
      excess of (A) the Fair Market Value of one share of Stock on the date of
      exercise (or, if the Committee shall so determine in the case of any such
      right other than one related to an ISO, the Fair Market Value of one share
      at any time during a specified period before or after the date of
      exercise), over (B) the grant price of the SAR as determined by the
      Committee as of the date of grant of the SAR, which, except as provided in
      Section 7(a), shall be not less than the Fair Market Value of one share of
      Stock on the date of grant.

                  (ii) OTHER TERMS. The Committee shall determine the time or
      times at which an SAR may be exercised in whole or in part, the method of
      exercise, method of settlement, form of consideration payable in
      settlement, method by which Stock will be delivered or deemed to be
      delivered to Participants, whether or not an SAR shall be in tandem with
      any other Award, and any other terms and conditions of any SAR. Limited
      SARs that may only be exercised upon the occurrence of a change in control
      of the Company may be granted on such terms, not inconsistent with this
      Section 6(c), as the Committee may determine. Limited SARs may be either
      freestanding or in tandem with other Awards.

          (d) RESTRICTED STOCK. The Committee is authorized to grant Stock that
      is subject to restrictions based on continued employment on the following
      terms and conditions ("Restricted Stock"):

                  (i) GRANT AND RESTRICTIONS. Restricted Stock shall be subject
      to such restrictions on transferability and other restrictions, if any, as
      the Committee may impose, which restrictions may lapse separately or in
      combination at such times, under such circumstances, in such installments,
      or otherwise, as the Committee may determine. Except to the extent
      restricted under the terms of the Plan and any Award Agreement relating to
      the Restricted Stock, a Participant granted Restricted Stock shall have
      all of the rights of a stockholder including, without limitation, the
      right to vote Restricted Stock or the right to receive dividends thereon.

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                  (ii) FORFEITURE. Except as otherwise determined by the
      Committee, upon termination of employment or service (as determined under
      criteria established by the Committee) during the applicable restriction
      period, Restricted Stock that is at that time subject to restrictions
      shall be forfeited and reacquired by the Company; PROVIDED, HOWEVER, that
      the Committee may provide, by rule or regulation or in any Award
      Agreement, or may determine in any individual case, that restrictions or
      forfeiture conditions relating to Restricted Stock will be waived in whole
      or in part in the event of termination resulting from specified causes.

                  (iii) CERTIFICATES FOR STOCK. Restricted Stock granted under
      the Plan may be evidenced in such manner as the Committee shall determine.
      If certificates representing Restricted Stock are registered in the name
      of the Participant, such certificates may bear an appropriate legend
      referring to the terms, conditions, and restrictions applicable to such
      Restricted Stock, the Company may retain physical possession of the
      certificate, in which case the Participant shall be required to have
      delivered a stock power to the Company, endorsed in blank, relating to the
      Restricted Stock.

                  (iv) DIVIDENDS. Dividends paid on Restricted Stock shall be
      either paid at the dividend payment date in cash or in shares of
      unrestricted Stock having a Fair Market Value equal to the amount of such
      dividends, or the payment of such dividends shall be deferred and/or the
      amount or value thereof automatically reinvested in additional Restricted
      Stock, other Awards, or other investment vehicles, as the Committee shall
      determine or permit the Participant to elect. Stock distributed in
      connection with a Stock split or Stock dividend, and other property
      distributed as a dividend, shall be subject to restrictions and a risk of
      forfeiture to the same extent as the Restricted Stock with respect to
      which such Stock or other property has been distributed, unless otherwise
      determined by the Committee.

           (e) DEFERRED STOCK. The Committee is authorized to grant units
      representing the right to receive Stock at a future date subject to the
      following terms and conditions ("Deferred Stock"):

                  (i) AWARD AND DESCRIPTIONS. Delivery of Stock will occur upon
      expiration of the deferral period specified for an Award of Deferred Stock
      by the Committee (or, if permitted by the Committee, as elected by the
      Participant). In addition, Deferred Stock shall be subject to such
      restrictions as the Committee may impose, if any, which restrictions may
      lapse at the expiration of the deferral period or at earlier specified
      times, separately or in combination, in installments or otherwise, as the
      Committee may determine.

                  (ii) FORFEITURE. Except as otherwise determined by the
      Committee, upon termination of employment or service (as determined under
      criteria established by the Committee) during the applicable deferral
      period or portion thereof to which forfeiture conditions apply (as
      provided in the Award Agreement evidencing the Deferred

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      Stock), all Deferred Stock that is at that time subject to such forfeiture
      conditions shall be forfeited; PROVIDED, HOWEVER, that the Committee may
      provide, by rule or regulation or in any Award Agreement, or may determine
      in any individual case, that restrictions or forfeiture conditions
      relating to Deferred Stock will be waived in whole or in part in the event
      of termination resulting from specified causes.

            (f) BONUS STOCK AND AWARDS IN LIEU OF CASH OBLIGATIONS. The
      Committee is authorized to grant Stock as a bonus, or to grant Stock or
      other Awards in lieu of Company obligations to pay cash under other plans
      or compensatory arrangements.

            (g) DIVIDEND EQUIVALENTS. The Committee is authorized to grant
      awards entitling the Participant to receive cash, Stock, other Awards or
      other property equal in value to dividends paid with respect to a
      specified number of shares of Stock ("Dividend Equivalents"). Dividend
      Equivalents may be awarded on a free-standing basis or in connection with
      another Award. The Committee may provide that Dividend Equivalents shall
      be paid or distributed when accrued or shall be deemed to have been
      reinvested in additional Stock, Awards or other investment vehicles, and
      subject to such restrictions on transferability and risks of forfeiture,
      as the Committee may specify.

            (h) OTHER STOCK-BASED AWARDS. The Committee is authorized, subject
      to limitations under applicable law, to grant such other Awards that may
      be denominated or payable in, valued in whole or in part by reference to,
      or otherwise based on, or related to, Stock and factors that may influence
      the value of Stock, as deemed by the Committee to be consistent with the
      purposes of the Plan, including, without limitation, convertible or
      exchangeable debt securities, other rights convertible or exchangeable
      into Stock, purchase rights for Stock, Awards with value and payment
      contingent upon performance of the Company or any other factors designated
      by the Committee and Awards valued by reference to the book value of Stock
      or the value of securities of or the performance of specified Subsidiaries
      ("Other Stock Based Awards"). The Committee shall determine the terms and
      conditions of such Awards. Stock issued pursuant to an Award in the nature
      of a purchase right granted under this Section 6(h) shall be purchased for
      such consideration, paid for at such times, by such methods, and in such
      forms, including, without limitation, cash, Stock, other Awards, or other
      property, as the Committee shall determine. Cash awards, as an element of
      or supplement to any other Award under the Plan, may be granted pursuant
      to this Section 6(h).

         7. CERTAIN PROVISIONS APPLICABLE TO AWARDS.

            (a) STAND-ALONE, ADDITIONAL, TANDEM, AND SUBSTITUTE AWARDS. Awards
      granted under the Plan may, in the discretion of the Committee, be granted
      either alone or in addition to, in tandem with or in substitution for any
      other Award granted under the Plan or any award granted under any other
      plan of the Company, its Parent or Subsidiaries or any business entity to
      be acquired by the Company or a Subsidiary, or any other right of a
      Participant to receive payment from the Company its Parent or
      Subsidiaries. Awards granted in addition to or in tandem with other Awards
      or awards

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      may be granted either as of the same time as or a different time from the
      grant of such other Awards or awards.

            (b) TERMS OF AWARDS. The term of each Award shall be for such period
      as may be determined by the Committee; PROVIDED, HOWEVER, that (i) in no
      event shall the term of any ISO or an SAR granted in tandem therewith
      exceed a period of ten years from the date of its grant (or such shorter
      period as may be applicable under Section 422 of the Code), and (ii) the
      term of any Option granted to a resident of the United Kingdom shall not
      exceed a period of ten years from the date of its grant.

            (c) FORM OF PAYMENT UNDER AWARDS. Subject to the terms of the Plan
      and any applicable Award Agreement, payments to be made by the Company,
      its Parent or Subsidiaries upon the grant, exercise or settlement of an
      Award may be made in such forms as the Committee shall determine,
      including, without limitation, cash, Stock, other Awards or other
      property, and may be made in a single payment or transfer, in installments
      or on a deferred basis. Such payments may include, without limitation,
      provisions for the payment or crediting of reasonable interest on
      installment or deferred payments or the grant or crediting of Dividend
      Equivalents in respect of installment or deferred payments denominated in
      Stock.

            (d) RULE 16B-3 COMPLIANCE.

                  (i) SIX MONTH HOLDING PERIOD. Unless a Participant could
      otherwise dispose of equity securities, including derivative securities,
      acquired under the Plan without incurring liability under Section 16(b) of
      the Exchange Act, equity securities acquired under the Plan must be held
      for a period of six months following the date of such acquisition,
      provided that this condition shall be satisfied with respect to a
      derivative security if at least six months elapse from the date of
      acquisition of the derivative security to the date of disposition of the
      derivative security (other than upon exercise or conversion) or its
      underlying equity security.

                  (ii) OTHER COMPLIANCE PROVISIONS. With respect to a
      Participant who is then subject to Section 16 of the Exchange Act in
      respect of the Company, the Committee shall implement transactions under
      the Plan and administer the Plan in a manner that will ensure that each
      transaction by such a Participant is exempt from liability under Rule
      16b-3, except that such a Participant may be permitted to engage in a
      non-exempt transaction under the Plan if written notice has been given to
      the Participant regarding the non-exempt nature of such transaction. The
      Committee may authorize the Company to repurchase any Award or shares of
      Stock resulting from any Award in order to prevent a Participant who is
      subject to Section 16 of the Exchange Act from incurring liability under
      Section 16(b). Unless otherwise specified by the Participant, equity
      securities, including derivative securities, acquired under the Plan which
      are disposed of by a Participant shall be deemed to be disposed of in the
      order acquired by the Participant.

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            (e) LOAN PROVISIONS. With the consent of the Committee, and subject
      at all times to, and only to the extent, if any, permitted under and in
      accordance with, laws and regulations and other binding obligations or
      provisions applicable to the Company, the Company may make, guarantee or
      arrange for a loan or loans to a Participant with respect to the exercise
      of any Option or other payment in connection with any Award, including the
      payment by a Participant of any or all federal, state or local income or
      other taxes due in connection with any Award. Subject to such limitations,
      the Committee shall have full authority to decide whether to make a loan
      or loans hereunder and to determine the amount, terms and provisions of
      any such loan or loans, including the interest rate to be charged in
      respect of any such loan or loans, whether the loan or loans are to be
      with or without recourse against the borrower, the terms on which the loan
      is to be repaid and conditions, if any, under which the loan or loans may
      be forgiven.

            (f) PERFORMANCE-BASED AWARDS. The Committee may, in its discretion,
      designate any Award the exercisability or settlement of which is subject
      to the achievement of performance conditions as a performance-based Award
      subject to this Section 7(f), in order to qualify such Award as "qualified
      performance-based compensation" within the meaning of Code Section 162(m)
      and regulations thereunder. The performance objectives for an Award
      subject to this Section 7(f) shall consist of one or more business
      criteria and a targeted level or levels of performance with respect to
      such criteria, as specified by the Committee but subject to this Section
      7(f). Performance objectives shall be objective and shall otherwise meet
      the requirements of Section 162(m)(4)(C) of the Code. Business criteria
      used by the Committee in establishing performance objectives for Awards
      subject to this Section 7(f) shall be selected from among the following:

                        (1)  Annual return on capital;

                        (2)  Annual earnings or earnings per share;

                        (3)  Annual cash earnings per share after taking into
                             account goodwill, amortization and other non-cash
                             charges against income;

                        (4)  Annual cash flow provided by operations;

                        (5)  Increase in stock price;

                        (6)  Changes in annual revenues; and/or

                        (7)  Strategic business criteria, consisting of one or
                             more objectives based on meeting specified revenue,
                             market penetration, geographic business expansion
                             goals, cost targets, market capitalization of the
                             Company, trading volume of the Company's shares and
                             goals relating to acquisitions or divestitures.


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      The levels of performance required with respect to such business criteria
      may be expressed in absolute or relative levels. Performance objectives
      may differ for such Awards to different Participants. The Committee shall
      specify the weighting to be given to each performance objective for
      purposes of determining the final amount payable with respect to any such
      Award. The Committee may, in its discretion, reduce the amount of a payout
      otherwise to be made in connection with an Award subject to this Section
      7(f), but may not exercise discretion to increase such amount, and the
      Committee may consider other performance criteria in exercising such
      discretion. All determinations by the Committee as to the achievement of
      performance objectives shall be in writing. The Committee may not delegate
      any responsibility with respect to an Award subject to this Section 7(f).

         8. GENERAL PROVISIONS.

            (a) COMPLIANCE WITH LAWS AND OBLIGATIONS. The Company shall not be
      obligated to issue or deliver Stock in connection with any Award or take
      any other action under the Plan in a transaction subject to the
      requirements of any applicable securities law, any requirement under any
      listing agreement between the Company and any national securities exchange
      or automated quotation system or any other law, regulation or contractual
      obligation of the Company until the Company is satisfied that such laws,
      regulations, and other obligations of the Company have been complied with
      in full. Certificates representing shares of Stock issued under the Plan
      will be subject to such stop-transfer orders and other restrictions as may
      be applicable under such laws, regulations and other obligations of the
      Company, including any requirement that a legend or legends be placed
      thereon. In addition, the Company may adopt policies that impose
      restrictions on the timing of exercise of Options, SARs or other Awards
      (e.g., to enforce compliance with Company-imposed black-out periods).

            (b) LIMITATIONS OF TRANSFERABILITY. Awards and other rights under
      the Plan will not be transferable by a Participant except by will or the
      laws of descent and distribution or to a Beneficiary in the event of the
      Participant"s death, shall not be pledged, mortgaged, hypothecated or
      otherwise encumbered, or otherwise subject to the claims of creditors,
      and, in the case of ISOs and SARs in tandem therewith, shall be
      exercisable during the lifetime of a Participant only by such Participant
      or his guardian or legal representative; PROVIDED, HOWEVER, that such
      Awards and other rights (other than ISOs and SARs in tandem therewith) may
      be transferred to one or more transferees during the lifetime of the
      Participant to the extent and on such terms as then may be permitted by
      the Committee.

            (c) NO RIGHT TO CONTINUED EMPLOYMENT OR SERVICE. Neither the Plan
      nor any action taken hereunder shall be construed as giving any employee,
      director or other person the right to be retained in the employ or service
      of the Company, its Parent or any Subsidiary, nor shall it interfere in
      any way with the right of the Company, its Parent or any Subsidiary to
      terminate any employees employment or other persons service at any time or
      with the right of the Board or stockholders to remove any director.

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<PAGE>
            (d) TAXES. The Company, its Parent and Subsidiaries are authorized
      to withhold from any Award granted or to be settled, any delivery of Stock
      in connection with an Award, any other payment relating to an Award or any
      payroll or other payment to a Participant amounts of withholding and other
      taxes due or potentially payable in connection with any transaction
      involving an Award, and to take such other action as the Committee may
      deem advisable to enable the Company, its Parent and Subsidiaries and
      Participants to satisfy obligations for the payment of withholding taxes
      and other tax obligations relating to any Award. This authority shall
      include authority to withhold or receive Stock or other property and to
      make cash payments in respect thereof in satisfaction of a Participants
      tax obligations.

            (e) CHANGES TO THE PLAN AND AWARDS. The Board may amend, alter,
      suspend, discontinue or terminate the Plan or the Committee's authority to
      grant Awards under the Plan without the consent of stockholders or
      Participants, except that any such action shall be subject to the approval
      of the Company's stockholders at or before the next annual meeting of
      stockholders for which the record date is after such Board action if such
      stockholder approval is required by any federal or state law or regulation
      or the rules of any stock exchange or automated quotation system on which
      the Stock may then be listed or quoted, and the Board may otherwise, in
      its discretion, determine to submit other such changes to the Plan to
      stockholders for approval; PROVIDED, HOWEVER, that, without the consent of
      an affected Participant, no such action may materially impair the rights
      of such Participant under any Award theretofore granted to him (as such
      rights are set forth in the Plan and the Award Agreement). The Committee
      may waive any conditions or rights under, or amend, alter, suspend,
      discontinue, or terminate, any Award theretofore granted and any Award
      Agreement relating thereto; PROVIDED, HOWEVER, that, (subject to Section
      4(c)) without the consent of an affected Participant, no such action may
      materially impair the rights of such Participant under such Award (as such
      rights are set forth in the Plan and the Award Agreement). Notwithstanding
      the foregoing, the Board or the Committee may take any action (including
      actions affecting or terminating outstanding Awards) to the extent
      necessary for a business combination in which the Company is a party to be
      accounted for under the pooling-of-interests method of accounting under
      Accounting Principles Board Opinion No. 16 (or any successor thereto). The
      Board or the Committee shall also have the authority to establish separate
      sub-plans under the Plan with respect to Participants resident in a
      particular jurisdiction (the terms of which shall not be inconsistent with
      those of the Plan) if necessary or desirable to comply with the applicable
      laws of such jurisdiction.

            (f) NO RIGHTS TO AWARDS; NO STOCKHOLDER RIGHTS. No person shall have
      any claim to be granted any Award under the Plan, and there is no
      obligation for uniformity of treatment of Participants and employees. No
      Award shall confer on any Participant any of the rights of a stockholder
      of the Company unless and until Stock is duly issued or transferred and
      delivered to the Participant in accordance with the terms of the Award or,
      in the case of an Option, the Option is duly exercised.

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<PAGE>
            (g) UNFUNDED STATUS OF AWARDS; CREATION OF TRUSTS. The Plan is
      intended to constitute an "unfunded" plan for incentive and deferred
      compensation. With respect to any payments not yet made to a Participant
      pursuant to an Award, nothing contained in the Plan or any Award shall
      give any such Participant any rights that are greater than those of a
      general creditor of the Company; PROVIDED, HOWEVER, that the Committee may
      authorize the creation of trusts or make other arrangements to meet the
      Company's obligations under the Plan to deliver cash, Stock, other Awards,
      or other property pursuant to any Award, which trusts or other
      arrangements shall be consistent with the "unfunded" status of the Plan
      unless the Committee otherwise determines with the consent of each
      affected Participant.

            (h) NONEXCLUSIVITY OF THE PLAN. Neither the adoption of the Plan by
      the Board nor any submission of the Plan or amendments thereto to the
      stockholders of the Company for approval shall be construed as creating
      any limitations on the power of the Board to adopt such other compensatory
      arrangements as it may deem desirable, including, without limitation, the
      granting of stock options otherwise than under the Plan, and such
      arrangements may be either applicable generally or only in specific cases.

            (i) NO FRACTIONAL SHARES. No fractional shares of Stock shall be
      issued or delivered pursuant to the Plan or any Award. The Committee shall
      determine whether cash, other Awards, or other property shall be issued or
      paid in lieu of such fractional shares or whether such fractional shares
      or any rights thereto shall be forfeited or otherwise eliminated.

            (j) GOVERNING LAW. The validity, construction and effect of the
      Plan, any rules and regulations relating to the Plan and any Award
      Agreement shall be determined in accordance with the laws of the State of
      Delaware, without giving effect to principles of conflicts of laws, and
      applicable federal law.

            (k) EFFECTIVE DATE; PLAN TERMINATION. The Plan shall become
      effective as of the date of its adoption by the Board, and shall continue
      in effect until terminated by the Board; PROVIDED, HOWEVER, that if
      approval of such adoption by the Company's shareholders is not obtained
      within 12 months of the date of such adoption, the Plan shall terminate AB
      INITIO, and any Awards then outstanding shall be canceled.

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