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                                                                     EXHIBIT 4.1


                                 ICT GROUP, INC.
                          1996 EQUITY COMPENSATION PLAN
                          -----------------------------

                          As Amended as of May 24, 2000
                          -----------------------------


         The purpose of the ICT Group, Inc. 1996 Equity Compensation Plan (the
"Plan") is to provide (i) designated officers (including officers who are also
directors) and other employees of ICT Group, Inc. (the "Company") and its
subsidiaries, and (ii) independent contractors and consultants who perform
valuable services for the Company or its subsidiaries, with the opportunity to
receive grants of incentive stock options, nonqualified stock options, stock
appreciation rights, restricted stock or other awards that are valued in whole
or part by reference to, or are otherwise based on, the common stock of the
Company (hereinafter collectively referred to as "Grants"). The Company believes
that the Plan will cause the participants to contribute materially to the growth
of the Company, thereby benefiting the Company's shareholders and will align the
economic interests of the participants with those of the shareholders.

1.       Administration

         The Plan shall be administered and interpreted by a committee (the
"Committee"), which shall consist of two or more persons appointed by the Board
of Directors of the Company (the "Board"), all of whom shall be "disinterested
persons" as defined under Rule 16b-3 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") and "outside directors" as defined under section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code") and related
Treasury regulations.

         The Committee shall have the sole authority to (i) determine the
individuals to whom grants shall be made under the Plan, (ii) determine the
type, size and terms of the grants to be made to each such individual, (iii)
determine the time when the grants will be made and the duration of any
applicable exercise or restriction period, including the criteria for vesting
and the acceleration of vesting and (iv) deal with any other matters arising
under the Plan.

         The Committee shall have full power and authority to administer and
interpret the Plan, to make factual determinations and to adopt or amend such
rules, regulations, agreements and instruments for implementing the Plan and for
the conduct of its business as it deems necessary or advisable, in its sole
discretion. The Committee's interpretations of the Plan and all determinations
made by the Committee pursuant to the powers vested in it hereunder shall be
conclusive and binding on all persons having any interests in the Plan or in any
awards granted hereunder. All powers of the Committee shall be executed in its
sole discretion, in the best interest of the Company and in keeping with the
objectives of the Plan and need not be uniform as to similarly situated
individuals.



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2.       Grants

         All Grants shall be subject to the terms and conditions set forth
herein and to those other terms and conditions consistent with this Plan as the
Committee deems appropriate and as are specified in writing by the Committee to
the individual (the "Grant Letter"). The Committee shall approve the form and
provisions of each Grant Letter to an individual. Grants under a particular
Section of the Plan need not be uniform as among the grantees.

3.       Shares Subject to the Plan

         (a) Subject to the adjustment specified below, the aggregate number of
shares of common stock of the Company (the "Company Stock") that may be issued
under the Plan is 1,620,000 shares. Notwithstanding anything in the Plan to the
contrary, the maximum aggregate number of shares of Company Stock that shall be
subject to Grants made under the Plan to any one individual during any calendar
year shall be 570,000 shares. The shares may be authorized but unissued shares
of Company Stock or reacquired shares of Company Stock, including shares
purchased by the Company on the open market for purposes of the Plan. If and to
the extent options granted under the Plan terminate, expire, or are cancelled,
forfeited, exchanged or surrendered without having been exercised or if any
shares of restricted stock are forfeited, the shares subject to such Grants
shall again be available for purposes of the Plan.

         (b) If there is any change in the number or kind of shares of Company
Stock outstanding by reason of a stock dividend, a recapitalization, stock
split, or combination or exchange of shares, or merger, reorganization or
consolidation in which the Company is the surviving corporation,
reclassification or change in par value or by reason of any other extraordinary
or unusual events affecting the outstanding Company Stock as a class without the
Company's receipt of consideration, or if the value of outstanding shares of
Company Stock is substantially reduced due to the Company's payment of an
extraordinary dividend or distribution, the maximum number of shares of Company
Stock available for Grants, the maximum number of shares of Company Stock that
may be subject to Grants to any one individual under the Plan in any calendar
year, the number of shares covered by outstanding Grants, and the price per
share or the applicable market value of such Grants shall be proportionately
adjusted by the Committee to reflect any increase or decrease in the number or
kind of issued shares of Company Stock to preclude the enlargement or dilution
of rights and benefits under such Grants; provided, however, that any fractional
shares resulting from such adjustment shall be eliminated. For purposes of this
Section 3(b), "shares of Company Stock" and "shares" include referenced shares
with respect to stock appreciation rights or other stock-based awards. The
adjustments determined by the Committee shall be final, binding and conclusive.
Notwithstanding the foregoing, no adjustment shall be authorized or made
pursuant to this Section to the extent that such authority or adjustment would
cause any incentive stock option to fail to comply with section 422 of the Code.


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4.       Eligibility for Participation

         All employees of the Company and its subsidiaries (within the meaning
of section 424(f) of the Code) ("Employees") including Employees who are
officers or members of the Board shall be eligible to participate in the Plan.
Any independent contractors or consultants who perform valuable services (other
than consulting services in connection with a capital transaction) for the
Company or any of its subsidiaries ("Consultants") shall be eligible to
participate in the Plan, but shall not be eligible to receive incentive stock
options. The Committee shall select the Employees and Consultants to receive
Grants and determine the number of shares of Company Stock subject to a
particular Grant in such manner as the Committee determines. (Employees and
Consultants who receive Grants under this Plan shall hereinafter be referred to
as "Grantees".)

         Nothing contained in this Plan shall be construed to (i) limit the
right of the Committee to make Grants under this Plan in connection with the
acquisition, by purchase, lease, merger, consolidation or otherwise, of the
business or assets of any corporation, firm or association, including options
granted to employees thereof who become Employees of the Company, or for other
proper corporate purpose, or (ii) limit the right of the Company to grant stock
options or make other awards outside of this Plan.

5.       Granting of Options

         (a) Number of Shares. The Committee, in its sole discretion, shall
determine the number of shares of Company Stock that will be subject to each
Grant of stock options to any Employee or Consultant.

         (b) Type of Option and Purchase Price. The Committee may grant options
intended to qualify as "incentive stock options" within the meaning of section
422 of the Code ("Incentive Stock Options") or options which are not intended to
so qualify ("Nonqualified Stock Options") or any combination of Incentive Stock
Options and Nonqualified Stock Options (hereinafter collectively the "Stock
Options"), all in accordance with the terms and conditions set forth herein.

         The purchase price of Company Stock subject to a Stock Option shall be
determined by the Committee and may be equal to, greater than, or less than the
Fair Market Value (as defined below) of a share of such Stock on the date such
Stock Option is granted; provided, however, that the purchase price of Company
Stock subject to an Incentive Stock Option shall be equal to, or greater than,
the Fair Market Value of a share of such Stock on the date such Stock Option is
granted.


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         If the Company Stock is traded in a public market, then the Fair Market
Value per share shall be, if the principal trading market for the Company Stock
is a national securities exchange or the Nasdaq National Market, the last
reported sale price thereof on the relevant date or (if there were no trades on
that date) the latest preceding date upon which a sale was reported, or, if the
Company Stock is not principally traded on such exchange or market, the mean
between the last reported "bid" and "asked" prices thereof on the relevant date,
as reported on NASDAQ or, if not so reported, as reported by the National Daily
Quotation Bureau, Inc. or as reported in a customary financial reporting
service, as applicable and as the Committee determines. If the Company Stock is
not traded in a public market or subject to reported transactions or "bid" or
"ask" quotations as set forth above, the Fair Market Value per share shall be as
determined by the Committee.

         (c) Option Term. The Committee shall determine the term of each Stock
Option. The term of any Stock Option shall not exceed ten years from the date of
grant.

         (d) Exercisability of Options. Stock Options shall become exercisable
in accordance with the terms and conditions determined by the Committee, in its
sole discretion, and specified in the Grant Letter. The Committee, in its sole
discretion, may accelerate the exercisability of any or all outstanding Stock
Option, at any time for any reason.

         (e) Manner of Exercise. A Grantee may exercise a Stock Option which has
become exercisable, in whole or in part, by delivering a notice of exercise to
the Committee with accompanying payment of the purchase price in accordance with
Subsection (g) below. Such notice may instruct the Company to deliver shares of
Company Stock due upon the exercise of the Stock Option to any registered broker
or dealer designated by the Committee ("Designated Broker") in lieu of delivery
to the Grantee. Such instructions must designate the account into which the
shares are to be deposited. The Grantee may tender a notice of exercise, which
has been properly executed by the Grantee and the aforementioned delivery
instructions to any Designated Broker.

         (f) Termination of Employment, Disability or Death.

                  (i) In the event that a Grantee ceases to be an Employee or
Consultant, as the case may be, of the Company for any reason other than a
"disability," death, or "termination for cause," any Stock Option which is
otherwise exercisable by the Grantee shall terminate unless exercised within 90
days of the date on which the Grantee ceases to be an Employee or Consultant of
the Company (or within such other period of time as may be specified in the
Grant Letter), but in any event no later than the date of expiration of the
option term. Any of the Grantee's Stock Options which are not otherwise
exercisable as of the date on which the Grantee ceases to be an Employee or
Consultant of the Company shall terminate as of such date.

                  (ii) In the event the Grantee ceases to be an Employee or
Consultant of the Company on account of a "termination for cause" by the
Company, any Stock Option held by the Grantee shall terminate as of the date the
Grantee ceases to be an Employee or Consultant of the Company.


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                  (iii) In the event the Grantee ceases to be an Employee or
Consultant of the Company because the Grantee is "disabled", any Stock Option
which is otherwise exercisable by the Grantee shall terminate unless exercised
within one year of the date on which the Grantee ceases to be an Employee or
Consultant of the Company (or within such other period of time as may be
specified in the Grant Letter), but in any event no later than the date of
expiration of the option term. Any of the Grantee's Stock Options which are not
otherwise exercisable as of the date on which the Grantee ceases to be an
Employee or Consultant shall terminate as of such date.

                  (iv) In the event of the death of the Grantee while the
Grantee is an Employee or Consultant of the Company or within not more than 90
days of the date on which the Grantee ceases to be an Employee or Consultant of
the Company on account of a termination of employment specified in Section
5(f)(i) of the Plan (or within such other period of time as may be specified in
the Grant Letter), any Stock Option which is otherwise exercisable by the
Grantee shall terminate unless exercised within one year of the date on which
the Grantee ceases to be an Employee or Consultant of the Company (or within
such other period of time as may be specified in the Grant Letter), but in any
event no later than the date of expiration of the option term. Any of the
Grantee's Stock Options which are not otherwise exercisable as of the date on
which the Grantee ceases to be an Employee or Consultant shall terminate as of
such date.

                  (v) For purposes of this Section 5(f), the term "Company"
shall include the Company's subsidiaries (within the meaning of section 424(f)
of the Code) and the following terms shall be defined as follows: (A)
"disability" shall mean a Grantee's becoming disabled within the meaning of
section 22(e)(3) of the Code and (B) "termination for cause" shall mean, except
to the extent otherwise provided in a Grantee's Grant Letter, a finding by the
Committee, after full consideration of the facts presented on behalf of both the
Company and the Grantee, that the Grantee has breached his or her employment or
service contract with the Company, or has been engaged in disloyalty to the
Company, including, without limitation, fraud, embezzlement, theft, commission
of a felony or proven dishonesty in the course of his or her employment or
service, or has disclosed trade secrets or confidential information of the
Company. In such event, in addition to the immediate termination of the Stock
Option, the Grantee shall automatically forfeit all option shares for any
exercised portion of a Stock Option for which the Company has not yet delivered
the share certificates upon refund by the Company of the purchase price.

         (g) Satisfaction of Purchase Price. The Grantee shall pay the purchase
price specified in the Grant Letter in (i) cash, (ii) with the approval of the
Committee, by delivering shares of Company Stock owned by the Grantee (including
Company Stock acquired in connection with the exercise of a Stock Option,
subject to such restrictions as the Committee deems appropriate) and having a
Fair Market Value on the date of exercise equal to the purchase price or (iii)
through any combination of (i) and (ii). The Grantee shall pay the purchase
price and the amount of withholding tax due, if any, at the time of exercise.
Shares of Company Stock shall not be issued upon exercise of a Stock Option
until the purchase price is fully paid and any required withholding is made.

                                      -5-
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         (h) Rule 16b-3 Restrictions. Unless a Grantee who is an "insider," as
defined under Section 16 of the Exchange Act, could otherwise transfer Company
Stock issued pursuant to a Stock Option without incurring liability under
Section 16(b) of the Exchange Act, at least six months must elapse from the date
of acquisition of a Stock Option by such a Grantee to the date of disposition of
the Company Stock issued upon exercise of such option.

         (i) Limits on Incentive Stock Options. Each Incentive Stock Option
shall provide that, to the extent that the aggregate Fair Market Value of the
Company Stock on the date of the grant with respect to which Incentive Stock
Options are exercisable for the first time by a Grantee during any calendar year
under the Plan or any other stock option plan of the Company exceeds $100,000,
then such option as to the excess shall be treated as a Nonqualified Stock
Option. An Incentive Stock Option shall not be granted to any participant who is
not an Employee of the Company or any "subsidiary" (within the meaning of
section 424(f) of the Code). An Incentive Stock Option shall not be granted to
any Employee who, at the time of grant, owns stock possessing more than 10
percent of the total combined voting power of all classes of stock of the
Company or any "parent" or "subsidiary" of the Company (within the meaning of
section 424(f) of the Code), unless the purchase price per share is not less
than 110% of the Fair Market Value of Company Stock on the date of grant and the
option exercise period is not more than five years from the date of grant.

6.       Restricted Stock Grants

         The Committee may issue or transfer shares of Company Stock to any
Employee or Consultant under a Grant (a "Restricted Stock Grant"), upon such
terms as the Committee deems appropriate. The following provisions are
applicable to Restricted Stock Grants:

         (a) General Requirements. Shares of Company Stock issued pursuant to
Restricted Stock Grants may be issued for cash consideration or for no cash
consideration, at the sole discretion of the Committee. The Committee shall
establish conditions under which restrictions on the transfer of shares of
Company Stock shall lapse over a period of time or according to such other
criteria as the Committee deems appropriate (including such performance goals as
the Committee may establish). The period of years during which the Restricted
Stock Grant will remain subject to restrictions will be designated in the Grant
Letter as the "Restriction Period."

         (b) Number of Shares. The Committee shall grant to each Grantee a
number of shares of Company Stock pursuant to a Restricted Stock Grant in such
manner as the Committee determines.

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         (c) Termination of Employment or Services. If the Grantee's employment
or service with the Company and its subsidiaries terminates during a period
designated in the Grant Letter as the Restriction Period, or if other specified
conditions are not met, the Restricted Stock Grant shall terminate as to all
shares covered by the Grant as to which restrictions on transfer have not lapsed
and any such shares of Company Stock must be immediately returned to the
Company. The Committee may, however, provide for complete or partial exceptions
to this requirement as it deems equitable.

         (d) Restrictions on Transfer and Legend on Stock Certificate. During
the Restriction Period, a Grantee may not sell, assign, transfer, pledge or
otherwise dispose of the shares of Company Stock to which such Restriction
Period applies except to a Successor Grantee under Section 9. The Committee, at
its sole discretion, may determine that the Company not issue certificates for
any shares subject to a Restricted Stock Grant or that the Company retain
possession of certificates for any shares issued pursuant to a Restricted Stock
Grant, until all restrictions on such shares have lapsed. Each certificate for a
share issued under a Restricted Stock Grant shall contain a legend giving
appropriate notice of the applicable restrictions in the Grant. The Grantee
shall be entitled to receive a stock certificate or certificates, or have the
legend removed from the stock certificate or certificates covering any of the
shares subject to restrictions, as applicable, when all restrictions on such
shares have lapsed.

         (e) Right to Vote and to Receive Dividends. During the Restriction
Period, unless the Committee determines otherwise, the Grantee shall have the
right to vote, subject to the terms of Section 17, any shares subject to the
Restricted Stock Grant and the right to receive any dividends paid on such
shares, subject to such restrictions as the Committee deems appropriate.

         (f) Lapse of Restrictions. All restrictions imposed under the
Restricted Stock Grant shall lapse upon the expiration of the applicable
Restriction Period and the satisfaction of any conditions imposed by the
Committee. The Committee may determine, as to any or all Restricted Stock
Grants, that all the restrictions shall lapse without regard to any Restriction
Period.

7.       Stock Appreciation Rights

         (a) General Requirements. The Committee may grant stock appreciation
rights ("SARs") to any Employee or Consultant, separately or in tandem with any
Stock Option (for all or a portion of the applicable Stock Option). With respect
to tandem SARs, such SARs may be granted either at the time the Stock Option is
granted or at any time thereafter while the Stock Option remains outstanding;
provided, however, that in the case of an Incentive Stock Option, such rights
may be granted only at the time of the Grant of such Stock Option. Unless the
Committee determines otherwise, the base amount of each SAR shall be equal to
the per share purchase price of the related Stock Option, if any, or if there is
not related Stock Option, the Fair Market Value of a share of Company Stock as
of the date of Grant of such SAR.

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         (b) Stock Options Terminate. Upon the exercise of a Stock Option, the
SARs relating to the Company Stock covered by such Stock Option, if any, shall
terminate. Upon the exercise of SARs, the related Stock Option, if any, shall
terminate to the extent of an equal number of shares of Company Stock.

         (c) Value of SARs. Upon a Grantee's exercise of some or all of the
Grantee's SARs, the Grantee shall receive in settlement of such SARs an amount
equal to the value of the stock appreciation for the number of SARs exercised,
payable in cash, Company Stock or a combination thereof. The stock appreciation
for an SAR is the amount by which (i) the Fair Market Value of the underlying
Company Stock on the date of exercise of such SAR exceeds (ii) the base amount
of the SAR as described in subsection (a).

         (d) Form of Payment. At the time of such exercise, the Grantee shall
have the right to elect the portion of the amount to be received that shall
consist of cash and the portion that shall consist of Common Stock, which for
purposes of calculating the number of shares of Company Stock to be received,
shall be valued at their Fair Market Value on the date of exercise of such SARs.
The Committee shall have the right to disapprove a Grantee's election to receive
cash in full or partial settlement of the SARs exercised and to require that
shares of Company Stock be delivered in lieu of cash. If shares of Company Stock
are to be received upon exercise of an SAR, cash shall be delivered in lieu of
any fractional share.

         (e) Certain Restrictions. An SAR is exercisable during the period
specified by the Committee in the Grant Letter, provided that a tandem SAR is
only exercisable during the period when the Stock Option to which it is related
is also exercisable. No SAR may be exercised for cash by an officer or director
of the Company subject to Section 16 of the Exchange Act, in whole or in part,
except in accordance with Rule 16b-3 under the Exchange Act.

8.       Stock-Based Awards.

                  The Committee is authorized, subject to limitations under
applicable law, to grant to any Employee or Consultant awards of Company Stock
or cash awards valued in whole or in part by reference to, or otherwise based
on, Company Stock. Such awards may be made subject to such conditions and
restrictions, if any, as the Committee may determine in its sole discretion,
including the achievement of such corporate or individual performance goals as
the Committee may establish.

9.       Transferability of Grants

         Only the Grantee or his or her authorized representative may exercise
rights under a Grant. Such persons may not transfer those rights except by will
or by the laws of descent and distribution or, with respect to Grants other than
Incentive Stock Options, if permitted by Rule 16b-3 under the Exchange Act and
if permitted in any specific case by the Committee in its sole discretion,

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pursuant to a qualified domestic relations order as defined under the Code or
Title I of the Employee Retirement Income Security Act of 1974, as amended or
the regulations thereunder. When a Grantee dies, the representative or other
person entitled to succeed to the rights of the Grantee ("Successor Grantee")
may exercise such rights. A Successor Grantee must furnish proof satisfactory to
the Company of his or her right to receive the Grant under the Grantee's will or
under the applicable laws of descent and distribution.

10.      Change of Control of the Company

         As used herein, a "Change of Control" shall be deemed to have occurred
if:

         (a) Any "person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act) is or becomes a "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing 40% or more of the voting power of the then outstanding securities
of the Company;

         (b) The stockholders of the Company approve an agreement providing for
(i) the merger or consolidation of the Company with another corporation where
the stockholders of the Company, immediately prior to the merger or
consolidation, would not beneficially own, immediately after the merger or
consolidation, shares entitling such stockholders to 30% or more of all votes
(without consideration of the rights of any class of stock to elect directors by
a separate class vote) to which all stockholders of the surviving corporation
would be entitled in the election of directors or where the members of the
Board, immediately prior to the merger or consolidation, would not, immediately
after the merger or consolidation, constitute a majority of the Board of the
surviving corporation or (ii) the sale or other disposition of all or
substantially all the assets of the Company, or a liquidation, dissolution or
statutory exchange of the Company;

         (c) Any person has commenced, or announced an intention to commence, a
tender offer or exchange offer for 40% or more of the voting power of the then
outstanding securities of the Company; or

         (d) During any period of two consecutive calendar years there is a
change of 25% or more in the composition of the Board in office at the beginning
of the period except for changes approved by at least two-thirds of the
directors then in office who were directors at the beginning of the period.

11.      Consequences of a Change of Control

         (a) Upon a Change of Control (i) the Company shall provide each Grantee
with outstanding Grants written notice of such Change of Control, (ii) all
outstanding Stock Options and SARs shall automatically accelerate and become
fully exercisable, (iii) the restrictions and conditions on all outstanding
Restricted Stock and any stock-based awards made pursuant to Section 8 shall
immediately lapse.


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         (b) In addition, upon a Change of Control described in Section 10(b)(i)
where the Company is not the surviving corporation (or survives only as a
subsidiary of another corporation), all outstanding Stock Options and SARs shall
be assumed or replaced with comparable options or rights by the surviving
corporation.

         (c) Notwithstanding the foregoing, in the event of a Change of Control,
the Committee may take either or both of the following actions: (i) require that
Grantees surrender their outstanding Stock Options and SARs in exchange for a
payment by the Company, in cash or Company Stock as determined by the Committee,
in an amount equal to the amount by which the then Fair Market Value of the
shares of Company Stock subject to the Grantee's outstanding Stock Options or
SARs exceeds the option purchase price of the Stock Options or base amount of
the SARs, as the case may be or (ii) terminate any or all outstanding Stock
Options or SARs at such time as the Committee deems appropriate. Any such
surrender shall take place as of the date of the Change of Control or such other
date as the Committee may specify, and, in the case of a Stock Option or SAR
held by a Grantee who is subject to Section 16(b) of the Exchange Act, any such
surrender or payment shall be made on such date as the Committee shall determine
consistent with Rule 16b-3 under the Exchange Act. The Committee shall not have
the right to take the actions described in this Subsection (c) if such right
would make the applicable Change of Control ineligible for pooling of interest
accounting treatment under APB No. 16 or make such Change of Control ineligible
for desired tax treatment with respect to such Change of Control and, but for
this provision, the Change of Control would otherwise qualify for and the
Company intends to use such treatment.

12.      Amendment and Termination of the Plan

         (a) Amendment. The Board may amend or terminate the Plan at any time;
provided, however, that any amendment that increases the aggregate number (or
individual limit for any single Grantee) of shares of Company Stock that may be
issued under the Plan (other than by operation of Section 3(b)), or modifies the
requirements as to eligibility for participation in the Plan, shall be subject
to approval by the shareholders of the Company and provided, further, that the
Board shall not amend the Plan without shareholder approval if such approval is
required by Rule 16b-3 of the Exchange Act or Section 162(m) of the Code.

         (b) Termination of Plan. The Plan shall terminate on the day
immediately preceding the tenth anniversary of its effective date unless
terminated earlier by the Board or unless extended by the Board with the
approval of the shareholders.

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         (c) Termination and Amendment of Outstanding Grants. A termination or
amendment of the Plan that occurs after a Grant is made shall not materially
impair the rights of a Grantee unless the Grantee consents or unless the
Committee acts under Section 20(b) hereof. The termination of the Plan shall not
impair the power and authority of the Committee with respect to an outstanding
Grant. Whether or not the Plan has terminated, an outstanding Grant may be
terminated or amended under Section 20(b) hereof or may be amended by agreement
of the Company and the Grantee consistent with the Plan.

         (d) Governing Document. The Plan shall be the controlling document. No
other statements, representations, explanatory materials or examples, oral or
written, may amend the Plan in any manner. The Plan shall be binding upon and
enforceable against the Company and its successors and assigns.

13.      Funding of the Plan

         This Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Grants under this Plan. In no event shall
interest be paid or accrued on any Grant, including unpaid installments of
Grants.

14.      Rights of Participants

         Nothing in this Plan shall entitle any Employee, Consultant or other
person to any claim or right to be granted a Grant under this Plan. Neither this
Plan nor any action taken hereunder shall be construed as giving any individual
any rights to be retained by, or in the employ or service of the Company or any
other employment rights.

15.      No Fractional Shares

         No fractional shares of Company Stock shall be issued or delivered
pursuant to the Plan or any Grant. 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.

16.      Withholding of Taxes

         (a) Grantees may make an election to satisfy the Company income tax
withholding obligation with respect to a Stock Option, SAR, Restricted Stock
Grant or other award by having shares withheld up to an amount that does not
exceed the Grantee's maximum marginal tax rate for federal (including FICA),
state and local tax liabilities. Such election must be in the form and manner
prescribed by the Committee and is subject to the prior approval of the
Committee. If the Grantee is a director or officer (within the meaning of Rule
16a-1(f) promulgated under the Exchange Act), if required under Rule 16b-3, such
election must be irrevocable and must be made six months prior to the date on
which the Stock Option is exercised or all the restrictions lapse with respect
to such shares.

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         (b) The Company shall have the right to deduct from all Grants paid in
cash, or from other wages paid to an employee of the Company, any federal, state
or local taxes required by law to be withheld with respect to such cash awards
and, in the case of Grants paid in Company Stock, the Grantee or other person
receiving such shares shall be required to pay to the Company the amount of any
such taxes which the Company is required to withhold with respect to such Grants
or the Company shall have the right to deduct from other wages paid to the
employee by the Company the amount of any withholding due with respect to such
Grants.

17.      Voting Trust; Conditions and Requirements for Issuance of Shares

         Unless the Committee determines otherwise, all Grants hereunder shall
be contingent upon the Grantee entering a voting trust agreement with respect to
shares issued pursuant to such Grant, if any, in the form and manner prescribed
by the Committee, and no shares of Company Stock shall be issued in connection
with any Grant hereunder unless the Grantee participates in such voting trust.

         No Company Stock shall be issued in connection with any Grant hereunder
unless and until all legal requirements applicable to the issuance of such
Company Stock have been complied with to the satisfaction of the Committee. The
Committee shall have the right to condition any Grant made to any Grantee
hereunder on such Grantee's undertaking in writing to comply with such
restrictions on his or her subsequent disposition of such shares of Company
Stock as the Committee shall deem necessary or advisable as a result of any
applicable law, regulation or official interpretation thereof and certificates
representing such shares may be legended to reflect any such restrictions.
Certificates representing shares of Company 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.

18       Headings

         Section headings are for reference only. In the event of a conflict
between a title and the content of a Section, the content of the Section shall
control.

19       Effective Date of the Plan.

         Subject to the approval of the Company's shareholders, this Plan shall
be effective as of the date the Company's common stock is initially registered
with the Securities Exchange Commission pursuant to Section 12(g) of the
Exchange Act.

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<PAGE>


20       Miscellaneous

         (a) Substitute Grants. The Committee may make a Grant to an employee of
another corporation who becomes an Employee by reason of a corporate merger,
consolidation, acquisition of stock or property, reorganization or liquidation
involving the Company or any of its subsidiaries in substitution for a stock
option or restricted stock grant made by such corporation ("Substituted Stock
Incentives"). The terms and conditions of the substitute grant may vary from the
terms and conditions required by the Plan and from those of the Substituted
Stock Incentives. The Committee shall prescribe the provisions of the substitute
grants.

         (b) Compliance with Law. The Plan, the exercise of Stock Options and
the obligations of the Company to issue or transfer shares of Company Stock
under Grants shall be subject to all applicable laws and to approvals by any
governmental or regulatory agency as may be required. With respect to persons
subject to Section 16 of the Exchange Act, it is the intent of the Company that
the Plan and all transactions under the Plan comply with all applicable
provisions of Rule 16b-3 or its successors under the Exchange Act. The Committee
may revoke any Grant if it is contrary to law or modify a Grant to bring it into
compliance with any valid and mandatory government regulation. The Committee may
also adopt rules regarding the withholding of taxes on payments to Grantees. The
Committee may, in its sole discretion, agree to limit its authority under this
Section.

         (c) Ownership of Stock. Except as otherwise provided by the Committee,
a Grantee or Successor Grantee shall have no rights as a shareholder with
respect to any shares of Company Stock covered by a Grant until the shares are
issued to the Grantee or Successor Grantee on the stock transfer records of the
Company.

         (d) Governing Law. The validity, construction, interpretation and
effect of the Plan and Grant Letters issued under the Plan shall exclusively be
governed by and determined in accordance with the law of the Commonwealth of
Pennsylvania.









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