Exhibit 10.23

                          SUMMIT GLOBAL LOGISTICS, INC.
                           2006 EQUITY INCENTIVE PLAN


1.       PURPOSE AND ELIGIBILITY. The purpose of this 2006 Equity Incentive Plan
(the  "Plan") of Summit  Global  Logistics,  Inc., a Delaware  corporation  (the
"COMPANY")  is to  provide  stock  options,  stock  issuances  and other  equity
interests  in  the  Company  (each,  an  "AWARD")  to (a)  Employees,  officers,
Directors, consultants,  independent contractors, and advisors of the Company or
any Parent or Subsidiary thereof,  and (b) any other Person who is determined by
the  Committee of the Board of  Directors  of the Company (the  "BOARD") to have
made (or is  expected  to make)  contributions  to the  Company or any Parent or
Subsidiary thereof.  Any person to whom an Award has been granted under the Plan
is called a "PARTICIPANT." Additional definitions are contained in Section 2 and
certain other Sections of the Plan.

2.       CERTAIN DEFINITIONS.

         a. "AFFILIATE" shall mean

                  i.       any Person which directly or indirectly  beneficially
                           owns  (within the  meaning of Rule 13d-3  promulgated
                           under the Exchange  Act)  securities  or other equity
                           interests  possessing  more than 50% of the aggregate
                           voting power in the election of directors (or similar
                           governing   body)   represented  by  all  outstanding
                           securities of the Company; or

                  ii.      any  Person   with   respect  to  which  the  Company
                           beneficially  owns  (within the meaning of Rule 13d-3
                           promulgated  under the Exchange  Act)  securities  or
                           other equity  interests  possessing  more than 50% of
                           the  aggregate   voting  power  in  the  election  of
                           directors (or similar governing body) represented by,
                           or  more  than  5% of the  aggregate  value  of,  all
                           outstanding  securities or other equity  interests of
                           such Person.

         b. "BASE SALARY" shall mean a Participant's  "Base Salary" as such term
is defined in the Employment Agreement.

         c.  "BUSINESS  ENTITY" shall mean (i) the Company or (ii) any Parent or
Subsidiary thereof.

         d. "BUSINESS ENTITY LOCATION" means a Business Entity office consisting
of one or more buildings within 25 miles of each other.

         e.  "CAUSE"  shall  mean,  "Cause,"  as  defined  in the  Participant's
Employment  Agreement  or  Director's  Agreement,  and in the  absence  of  such
definition,  Cause  shall  mean,  as  determined  by the  Committee  in its sole
discretion, the Participant's

                  i.       material  act  of  dishonesty  with  respect  to  the
                           Business Entity that employs

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                           the Participant;

                  ii.      conviction  for a felony,  gross  misconduct  that is
                           likely  to  have a  material  adverse  effect  on the
                           business  and  affairs of the  Business  Entity  that
                           employs the Participant; or

                  iii.     other  misconduct,  such as excessive  absenteeism or
                           failure  to  comply  with the  rules of the  Business
                           Entity that employs the Participant.

         f.  "CHANGE IN CONTROL"  shall mean the  occurrence  of the first step,
including,  but not limited to, commencement of negotiations,  in a process that
results in any one of the following events:

                  i.       the  acquisition by any  individual,  entity or group
                           (within the  meaning of Section  13(d)(3) or 14(d)(2)
                           of the  Securities  Exchange Act of 1934, as amended)
                           (the  "Act")  of  beneficial  ownership  (within  the
                           meaning  of Rule  13d-3 of the Act) of 20% or more of
                           the (A) then outstanding voting stock of the Company;
                           or  (B)  the  combined   voting  power  of  the  then
                           outstanding  securities  of the  Company  entitled to
                           vote;

                  ii.      an ownership  change in which the shareholders of the
                           Company before such  ownership  change do not retain,
                           directly  or  indirectly,  at least a majority of the
                           beneficial  interest  in  the  voting  stock  of  the
                           Company  after  such  transaction,  or in  which  the
                           Company is not the surviving company;

                  iii.     the  direct  or  indirect  sale  or  exchange  by the
                           beneficial  owners  (directly or  indirectly)  of the
                           Company of all or  substantially  all of the stock of
                           the Company;

                  iv.      a majority  of the  directors  comprising  the entire
                           Board as of the  Effective  Date  changes  during any
                           12-month period (other than a Qualified Successor);

                  v.       a  reorganization,  merger, or consolidation in which
                           the Company is a party;

                  vi.      the   sale,   exchange,   or   transfer   of  all  or
                           substantially all of the assets of the Company;

                  vii.     the  bankruptcy,  liquidation  or  dissolution of the
                           Company; or

                  viii.    any  transaction  including  the Company in which the
                           Company   acquires  an  ownership   interest  of  any
                           percentage   in,   enters   into  a  joint   venture,
                           partnership, alliance or similar arrangement with, or
                           becomes owned in any  percentage by, any other entity
                           that is engaged in a business similar to the business
                           engaged in by the Company and that has  operations in
                           North America  immediately before such transaction or
                           within one year

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                           thereafter.

         g. "CODE" means the Internal Revenue Code of 1986, as amended,  and any
regulations promulgated thereunder.

         h. "COMMITTEE"  shall mean the  Compensation  Committee of the Board or
such other committee  designated by the Board that satisfies any then applicable
requirements  of the New York Stock  Exchange,  Nasdaq,  or such other principal
national  stock  exchange on which the Common  Stock is then  traded,  and which
consists of two or more  members of the Board,  each of whom shall be an outside
director within the meaning of Section 162(m) of the Code.  Notwithstanding  the
foregoing, in the case of any Award granted to any Participant who is a "covered
employee"  within the meaning of Section 162(m),  the Committee shall consist of
two or more members of the Board who are "outside  directors" within the meaning
of such Section.

         i. "COMMON STOCK" shall mean the common stock of the Company, par value
of $.001 per share.

         j.  "COMPANY"  shall  mean  Summit  Global  Logistics,  Inc.,  and  any
successor  thereto,  and,  for  purposes of Awards  other than  Incentive  Stock
Options,  shall  include any other  business  venture in which the Company has a
direct or indirect significant  interest,  as determined by the Committee in its
sole discretion.

         k.  "CONTROL"  (including the terms  "Controlled  by" and "under common
Control  with")  shall mean the  possession,  directly  or  indirectly,  or as a
trustee  or  executor,  of the power to direct  or cause  the  direction  of the
management of a Person,  whether through the ownership of stock, as a trustee or
executor, by contract or credit agreement or otherwise.

         l. "DESIGNATED  BENEFICIARY" shall mean the beneficiary designated by a
Participant,  in accordance  with Section 15h hereof,  to receive amounts due or
exercise rights of the Participant in the event of the  Participant's  death. In
the absence of an effective designation by a Participant, Designated Beneficiary
shall mean the Participant's estate.

         m.  "DETERMINATION  PERIOD" shall mean, with respect to any Performance
Period, a period commencing on or before the first day of the Performance Period
and ending not later than the earlier of (i) 90 days after the  commencement  of
the Performance  Period and (ii) the date on which twenty-five  percent (25%) of
the  Performance  Period has been  completed.  Any action  required  to be taken
within a Determination  Period may be taken at a later date if permissible under
Section 162(m) of the Code or regulations promulgated thereunder, as they may be
amended from time to time.

         n.  "DIRECTOR"  shall  mean a  member  of the  Board  or the  board  of
directors of a Parent or Subsidiary who is not an Employee.

         o. "DIRECTOR'S  AGREEMENT" shall mean the Participant's  agreement with
the  Company or any  Parent or  Subsidiary  thereof  to serve as a  non-Employee
director of such Business Entity.

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<PAGE>

         p.  "DISABILITY"  shall mean any  physical  or mental  condition  which
renders the Participant  incapable of performing his or her essential  functions
and  duties as an  Employee  for a  continuous  period of at least 180 days,  as
determined  in good faith by a physician  appointed by the Business  Entity that
employs the Participant.

         q.  "EFFECTIVE  DATE"  shall mean the date  specified  in  Section  15c
hereof.

         r.  "EMPLOYEE"  shall mean an  employee of the Company or any Parent or
Subsidiary thereof,  but only if the employee is reported as such on the payroll
records of such entity.

         s.  "EMPLOYMENT  AGREEMENT"  shall  mean the  Participant's  employment
agreement  with the  Business  Entity that employs him or her as in effect as of
the Effective Date.

         t. "ERISA" shall mean the Employee  Retirement  Income  Security Act of
1974, as amended.

         u. "EXCHANGE  ACT" shall mean the  Securities  Exchange Act of 1934, as
amended.

         v.  "GOOD  REASON"  shall  mean  "Good   Reason,"  as  defined  in  the
Participant's  Employment Agreement or Director's Agreement,  and in the absence
of such definition, shall mean:

                  i.       without the Participant's prior written consent,  any
                           material  diminution in the Participant's  authority,
                           duties   or    responsibilities,    including   those
                           pertaining  to his or her  status as a  director,  if
                           applicable,  provided,  however,  that  prior  to any
                           termination   pursuant  to  this  Section  2ui.,  the
                           applicable  Business  Entity must be given  notice by
                           the Participant of his/her objection to such material
                           diminution and no less than 20 days to cure the same;

                  ii.      any  failure  by  the  Business  Entity  to  pay  the
                           Participant  any  portion of the Base Salary to which
                           the  Participant  is entitled under Section 2b or any
                           payments to which the  Participant  is entitled under
                           his  or  her  employment  agreement,  if  applicable,
                           provided,  however,  that prior to any termination on
                           account  of  the  non-payment  of  Base  Salary,  the
                           Business Entity must be given no less than 30 days to
                           cure the same;

                  iii.     without the Participant's prior written consent,  the
                           relocation   of   the   principal    place   of   the
                           Participant's  employment  to a location more than 30
                           miles from the  Business  Entity  Location  where the
                           individual  was  working  immediately  prior  to  the
                           relocation; or

                  iv.      a  material  breach  by  the  Company  of  any of the
                           material provisions of this Plan, provided,  however,
                           that  prior  to  any  termination  pursuant  to  this
                           Section 2uiv., the applicable Business Entity must be
                           given  notice  by the  Participant  of  such  acts or
                           omissions and no less than 20 days to cure the same.

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<PAGE>

         w.  "PARENT"  shall mean, in the case of an Incentive  Stock Option,  a
"parent  corporation,"  within the meaning of Section  424(e) of the Code,  with
respect to the  Company,  and in all other  instances,  an entity,  directly  or
indirectly, in Control of the Company.

         x. "PERFORMANCE  PERIOD" shall mean a one (1), two (2), three (3), four
(4) or five (5) fiscal or calendar year or other 12 consecutive month period for
which performance goals are established pursuant to Article IV.

         y. "PERSON"  shall mean a person within the meaning of Section  3(a)(9)
of the Exchange Act.

         z. "PLAN" shall mean the Summit  Global  Logistics,  Inc.,  2006 Equity
Incentive Plan, as set forth herein, as it may be amended from time to time.

        aa. "QUALIFIED  SUCCESSOR"  shall mean have the meaning ascribed thereto
in the Employment  Agreement or Director's  Agreement,  as  applicable.  If such
terms does not appear in the Employment Agreement or Director's  Agreement,  all
Plan provisions in respect of a Qualified  Successor shall be null and void with
respect to the affected Participant.

        bb.   "RETIREMENT"   shall   mean  the  voluntary   termination  of  the
Participant at any time on or after attaining age 65.

        cc.  "SUBSIDIARY"  shall mean, in the case of an Incentive Stock Option,
a "subsidiary  corporation,"  within the meaning of Section  424(f) of the Code,
with respect to the Company, and in all other instances,  an entity, directly or
indirectly, Controlled by the Company.

        dd. "VESTING  PERIOD" shall mean a continuous period of time pursuant to
which an Award is partially or fully forfeitable to the Company.

3.       ADMINISTRATION.

         a.  GENERAL.  The Plan  shall be  administered  by the  Committee.  The
Committee,  in its sole discretion,  shall have the authority to grant and amend
Awards,  to adopt,  amend and repeal rules relating to the Plan and to interpret
and correct the provisions of the Plan and any Award.

         b. POWERS AND  RESPONSIBILITIES.  Subject to the express limitations of
the Plan, the Committee shall have the following  discretionary  powers,  rights
and responsibilities, in addition to those described in Section 3a.:

                  i.       to construe and determine the respective Stock Option
                           Agreements, other Agreements, Awards and the Plan;

                  ii.      to prescribe, amend and rescind rules and regulations
                           relating to the Plan and any Awards;

                  iii.     to  determine  the  extent  to  which  Award  vesting
                           schedules shall be

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<PAGE>

                           accelerated  or Award  payments made to, or forfeited
                           by,   a   Participant   in  the   event  of  (A)  the
                           Participant's  termination  of  employment  with  the
                           Company or any Parent or  Subsidiary  thereof  due to
                           Disability,  Retirement, death, Good Reason, Cause or
                           other  reason,  or (B) a  Change  in  Control  of the
                           Company;

                  iv.      to  determine   the  terms  and   provisions  of  the
                           respective Stock Option Agreements,  other Agreements
                           and Awards, which need not be identical;

                  v.       to  grant  Awards  to  Participants  based  upon  the
                           attainment   of   performance   goals   that  do  not
                           constitute  "objective  performance goals" within the
                           meaning of Section 162(m);

                  vi.      to   grant   Awards   that  are   Options   or  Stock
                           Appreciation  Rights  based  solely  upon  a  Vesting
                           Schedule; and

                  vii.     to make all other  determinations  in the judgment of
                           the   Committee   necessary  or  desirable   for  the
                           administration and interpretation of the Plan.

                  The Committee may correct any defect or supply any omission or
                  reconcile any inconsistency in the Plan or in any Stock Option
                  Agreement,  other  Agreement or Award in the manner and to the
                  extent it shall deem  expedient  to carry the Plan,  any Stock
                  Option Agreement,  other Agreement or Award into effect and it
                  shall be the  sole and  final  judge of such  expediency.  All
                  decisions by the  Committee  shall be final and binding on all
                  interested persons.  Neither the Company nor any member of the
                  Committee  shall be liable  for any  action  or  determination
                  relating to the Plan.

         c.  DELEGATION OF POWER.  The Committee may delegate some or all of its
power and authority  hereunder to the President and Chief  Executive  Officer of
the Company or other  executive  officer of the  Company  or, with  respect to a
Subsidiary,  the  shareholders  of  such  Subsidiary,  as  the  Committee  deems
appropriate.  Notwithstanding the foregoing, with respect to any person who is a
"covered  employee"  within the meaning of Section 162(m) of the Code or who, in
the Committee's  judgment, is likely to be a covered employee at any time during
the applicable  Performance Period, only the Committee shall be permitted to (i)
designate such person to participate  in the Plan for such  Performance  Period,
(ii) establish  performance goals and Awards for such person,  and (iii) certify
the  achievement  of such  performance  goals.  For purposes of the  immediately
preceding sentence,  "Committee" shall mean two or more members of the Board who
are "outside  directors"  within the meaning of Section  162(m) of the Code.  No
member of the  Committee may make any  decisions  under this Plan  whatsoever in
respect of an Award to be granted to such member.

4.       PERFORMANCE GOALS AND OTHER CRITERIA.

         a.  ROLE  OF  COMMITTEE.  The  Committee  shall  establish  within  the
Determination  Period  of each  Performance  Period  (i)  one or more  objective
performance  goals for each  Participant  or for any group of  Participants  (or
both), provided that the outcome of each goal is

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<PAGE>

substantially  uncertain at the time the Committee  establishes such goal and/or
(ii) other criteria, including, but not limited to, performance criteria that do
not satisfy the requirements of Treasury  Regulation  Section  1.162-27(e)(2) or
time vesting criteria,  the satisfaction of which is required for the payment of
an Award.  Notwithstanding  any provision of this Plan to the  contrary,  Awards
that are Options or Stock Appreciation Rights may be granted solely on the basis
of a Vesting Schedule, and without regard to performance or any other criteria.

         b. PERFORMANCE FACTORS. Performance goals shall be based exclusively on
one or more of the  following  objective  Company  (including  any  division  or
operating unit thereof) or individual measures,  stated in either absolute terms
or relative terms,  such as rates of growth or improvement,  the attainment by a
share of Common Stock of a specified fair market value for a specified period of
time, earnings per share, earnings per share excluding non-recurring, special or
extraordinary  items, return to stockholders  (including  dividends),  return on
capital,  return on total capital deployed,  return on assets, return on equity,
earnings of the Company before or after taxes and/or interest, revenues, revenue
increase,  new  business  development  or  acquisition,  repeat  purchase  rate,
recurring revenue,  recurring revenue increase,  market share, cash flow or cost
reduction goals, cash flow provided by operations,  net cash flow, short-term or
long-term cash flow return on investment,  interest expense after taxes,  return
on investment,  return on investment capital, economic value created,  operating
margin,  gross profit  margin,  net profit margin,  pre-tax  income margin,  net
income  margin,  net  income  before  or after  taxes,  pretax  earnings  before
interest,  depreciation  and  amortization,  pre-tax  operating  earnings  after
interest expense and before incentives,  and/or  extraordinary or special items,
operating  earnings,  net cash provided by  operations,  and strategic  business
criteria, consisting of one or more objectives based on meeting specified market
penetration,   geographic  business  expansion  goals,  cost  targets,  customer
satisfaction,  reductions in errors and omissions,  reductions in lost business,
management  of  employment  practices  and  employee  benefits,  supervision  of
litigation  and  information  technology,  quality  and  quality  audit  scores,
productivity, efficiency, and goals relating to acquisitions or divestitures, or
any combination of the foregoing.

         c. PARTICIPANTS WHO ARE COVERED EMPLOYEES. With respect to Participants
who are "covered  employees" within the meaning of Section 162(m) of the Code or
who, in the Committee's judgment, are likely to be covered employees at any time
during the  applicable  Performance  Period,  an Award other than an Option or a
Stock  Appreciation  Right may be based  only on  performance  factors  that are
compliant with the requirements of Treasury  Regulation Section  1.162-27(e)(2).
For this  purpose,  the  factors  listed in  Section  4.1b shall be deemed to be
compliant with the requirements of such Treasury Regulation.

         d.  PARTICIPANTS  WHO ARE NOT COVERED  EMPLOYEES.  Notwithstanding  any
provision of this Plan to the contrary, with respect to Participants who are not
"covered employees" within the meaning of Section 162(m) of the Code and who, in
the  Committee's  judgment,  are not likely to be covered  employees at any time
during the applicable  Performance Period, the performance goals established for
the  Performance  Period may consist of any  objective  Company  (including  any
division or  operating  unit  thereof) or  individual  measures,  whether or not
listed  in (b)  above or  whether  or not  compliant  with the  requirements  of
Treasury Regulation Section  1.162-27(e)(2),  and the Committee may grant Awards
without regard to the need for satisfaction of any performance  goals whatsoever
and/or without reference to any particular  Performance  Period.

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Without in any way limiting the  generality of the foregoing,  such  performance
goals  may  include  subjective  goals,  the  satisfaction  of  which  shall  be
determined  by the  Committee,  in its sole  and  absolute  discretion,  and the
Committee may grant Awards  subject only to the  requirement  of satisfying  the
applicable  Vesting  Period.  Performance  goals  shall be subject to such other
special  rules and  conditions as the Committee may establish at any time within
the Determination Period.

         e. APPLICABILITY OF SECTION RULE 16B-3. Notwithstanding anything to the
contrary in the foregoing if, or at such time as, the Common Stock is or becomes
registered  under  Section 12 of the  Securities  and Exchange  Act of 1934,  as
amended  (the  "EXCHANGE  ACT"),  or any  successor  statute,  the Plan shall be
administered in a manner consistent with Rule 16b-3 promulgated  thereunder,  as
it may be amended from time to time, or any successor rules ("RULE 16B-3"), such
that all  subsequent  grants  of  Awards  hereunder  to  Reporting  Persons,  as
hereinafter  defined,  shall be exempt under such rule.  Those provisions of the
Plan which make  express  reference to Rule 16b-3 or which are required in order
for certain option  transactions to qualify for exemption under Rule 16b-3 shall
apply only to such persons as are required to file reports  under Section 16 (a)
of the Exchange Act (a "REPORTING PERSON").

5.       STOCK AVAILABLE FOR AWARDS.

         a.  NUMBER OF  SHARES.  Subject to  adjustment  under  Section  5c, the
aggregate  number of shares of Common  Stock of the  Company  that may be issued
pursuant to the Plan is the Available  Shares (as defined on the last page).  If
any Award expires,  or is terminated,  surrendered or forfeited,  in whole or in
part,  the unissued  Common Stock covered by such Award shall again be available
for the grant of Awards under the Plan. If an Award granted under the Plan shall
expire or terminate for any reason  without  having been  exercised in full, the
unpurchased shares subject to such Award shall again be available for subsequent
Awards under the Plan.  Shares  issued under the Plan may consist in whole or in
part of authorized but unissued shares or treasury shares.

         b.  PER-PARTICIPANT  LIMIT.  Subject to adjustment under SECTION 5C, no
Participant  may be granted  Awards  during any one fiscal year to purchase more
than 250,000 shares of Common Stock.

         c.  ADJUSTMENT TO COMMON STOCK.  Subject to Section 13, in the event of
any stock  split,  reverse  stock  split,  stock  dividend,  extraordinary  cash
dividend, recapitalization,  reorganization, merger, consolidation, combination,
exchange of shares, liquidation,  spin-off, split-up, or other similar change in
capitalization  or  similar  event,  (i) the  number  and  class  of  securities
available for Awards under the Plan and the per-Participant share limit and (ii)
the number and class of  securities,  vesting  schedule and  exercise  price per
share subject to each outstanding  Option and Stock  Appreciation Right shall be
adjusted by the Company (or substituted Awards may be made if applicable) to the
extent the Committee shall determine, in good faith, that such an adjustment (or
substitution) is appropriate.

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6.       STOCK OPTION AWARDS.

         a. GENERAL.  The  Committee may grant options to purchase  Common Stock
(each,  an "OPTION")  and  determine  the number of shares of Common Stock to be
covered by each Option, the exercise price of each Option and the conditions and
limitations  applicable  to the exercise of each Option and the shares of Common
Stock issued upon the exercise of each  Option,  including,  but not limited to,
vesting  provisions  and  restrictions  relating to applicable  federal or state
securities  laws.  Each Option will be evidenced  by a Stock  Option  Agreement,
consisting of a Notice of Stock Option Award and a Stock Option Award  Agreement
(collectively, a "STOCK OPTION AGREEMENT").

         b. INCENTIVE STOCK OPTIONS.  An Option that the Committee intends to be
an incentive  stock option (an  "INCENTIVE  STOCK OPTION") as defined in Section
422 of the Code, as amended,  or any successor statute ("SECTION 422"), shall be
granted  only to an  Employee  and shall be  subject  to and shall be  construed
consistently  with the  requirements of Section 422 and regulations  thereunder.
The Committee, the Board and the Company shall have no liability if an Option or
any part  thereof  that is intended  to be an  Incentive  Stock  Option does not
qualify  as such.  An Option or any part  thereof  that does not  qualify  as an
Incentive Stock Option is referred to herein as a "NONSTATUTORY STOCK OPTION" or
"NONQUALIFIED STOCK OPTION."

         c. DOLLAR LIMITATION. For so long as the Code shall so provide, Options
granted to any  Employee  under the Plan (and any other  incentive  stock option
plans of the Company)  which are intended to qualify as Incentive  Stock Options
shall not qualify as Incentive Stock Options to the extent that such Options, in
the aggregate,  become  exercisable  for the first time in any one calendar year
for shares of Common Stock with an aggregate Fair Market Value (as defined below
and  determined  as of the  respective  date or dates  of  grant)  of more  than
$100,000.  The amount of Incentive  Stock  Options  which  exceed such  $100,000
limitation shall be deemed to be Nonqualified Stock Options.  For the purpose of
this  limitation,  unless  otherwise  required by the Code or regulations of the
Internal Revenue Service or determined by the Committee,  Options shall be taken
into account in the order granted,  and the Committee may designate that portion
of any Incentive  Stock Option that shall be treated as  Nonqualified  Option in
the event  that the  provisions  of this  paragraph  apply to a  portion  of any
Option. The designation  described in the preceding sentence may be made at such
time as the Committee considers appropriate, including after the issuance of the
Option or at the time of its exercise.

         d. EXERCISE PRICE. The Committee shall establish the exercise price (or
determine  the method by which the exercise  price shall be  determined)  at the
time each Option is granted and specify  the  exercise  price in the  applicable
Stock  Option  Agreement;  provided,  however,  in no  event  may the per  share
exercise  price be less than the Fair  Market  Value (as  defined  below) of the
Common Stock on the date of grant; and provided,  further, however, that, except
as may be required  under SECTION 5C, the Committee may not reduce,  directly or
indirectly,  at any time  following the grant of the Option,  the exercise price
per share of Common Stock underlying the Option to a level below the Fair Market
Value  per  share  of  Common  Stock  on the  date of  grant.  In the case of an
Incentive  Stock Option  granted to a  Participant  who, at the time of grant of
such Option,  owns stock  representing more than ten percent (10%) of the voting
power of all classes

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of stock of the Company or any Parent or  Subsidiary,  then the  exercise  price
shall be no less than 110% of the Fair Market  Value of the Common  Stock on the
date of grant.  In the case of a grant of an Incentive Stock Option to any other
Participant,  the  exercise  price shall be no less than 100% of the Fair Market
Value of the Common Stock on the date of grant.

         e. TERM OF OPTIONS.  Each Option shall be exercisable at such times and
subject  to such  terms and  conditions  as the  Committee  may  specify  in the
applicable  Stock Option  Agreement;  provided,  that the term of any  Incentive
Stock Option may not be more than ten (10) years from the date of grant.  In the
case of an Incentive  Stock Option granted to a Participant  who, at the time of
grant of such Option, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the term of the Option  shall be no longer  than five (5) years from the date of
grant. The term of any  Nonqualified  Stock Option may not be more than ten (10)
years from the date of grant.

         f. EXERCISE OF OPTION. Options may be exercised only by delivery to the
Company of a written  notice of exercise  signed by the proper  person  together
with payment in full as  specified in Section 6g and the Stock Option  Agreement
for the number of shares for which the Option is exercised.

         g. PAYMENT UPON EXERCISE.  Common Stock  purchased upon the exercise of
an Option  shall be paid for by delivery  of an  irrevocable  and  unconditional
undertaking by a creditworthy  broker (selected by the Participant and otherwise
without the  financial  involvement  of the Company) to deliver  promptly to the
Company  sufficient  funds  to  pay  the  exercise  price,  or  delivery  by the
Participant  to  the  Company  of  a  copy  of  irrevocable  and   unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or
a check  sufficient  to pay the exercise  price (each,  a "CASHLESS  EXERCISE").
Settlement of an Option shall be made solely in cash.

         h.  ACCELERATION,  EXTENSION,  ETC.  The  Committee  may,  in its  sole
discretion,  and in all  instances  subject to any relevant  tax and  accounting
considerations  which may adversely impact or impair the Company, (i) accelerate
the date or dates on which all or any particular Options or Awards granted under
the Plan may be  exercised,  or (ii)  extend the dates  during  which all or any
particular Options or Awards granted under the Plan may be exercised or vest.

         i.  DETERMINATION  OF FAIR MARKET  VALUE.  If, at the time an Option is
granted under the Plan, the Company's  Common Stock is publicly traded under the
Exchange  Act,  "FAIR MARKET VALUE" shall mean (i) if the Common Stock is listed
on any established stock exchange or a national market system, including without
limitation  the Nasdaq  National  Market or The  Nasdaq  Small Cap Market of The
Nasdaq  Stock  Market,  its Fair Market Value shall be the last  reported  sales
price  for such  stock  (on that  date) or the  closing  bid,  if no sales  were
reported  as quoted on such  exchange  or system as  reported in The Wall Street
Journal  or such  other  source as the  Committee  deems  reliable;  or (ii) the
average of the  closing  bid and asked  prices  last quoted (on that date) by an
established  quotation service for  over-the-counter  securities,  if the Common
Stock  is not  reported  on a  national  market  system.  In the  absence  of an
established  market for the Common Stock, the Fair Market Value thereof shall be
determined in good faith by the Committee  after taking into  consideration  all
factors which it deems appropriate.

                                       10
<PAGE>

7.       RESTRICTED COMPENSATION SHARE AWARDS.

         a. GRANTS.  The  Committee  may grant Awards  entitling  recipients  to
acquire shares of Common Stock,  subject to (i)  restrictions on transfer as set
forth in the applicable  Award  instrument and (ii) forfeiture  unless and until
all specified employment, vesting and/or performance conditions, as set forth in
the  applicable  Award  instrument,  are  met  (such  shares  of  Common  Stock,
"RESTRICTED   COMPENSATION   SHARES,"  and  each  such  Award,   a   "RESTRICTED
COMPENSATION SHARE AWARD").

         b. TERMS AND  CONDITIONS.  The Committee  shall determine the terms and
conditions  of  any  such  Restricted   Compensation   Share  Award.  Any  stock
certificates issued in respect of a Restricted Compensation Share Award shall be
registered in the name of the Participant  and, unless  otherwise  determined by
the  Committee,  deposited  by the  Participant,  together  with a  stock  power
endorsed in blank, with the Company (or its designee).  Restricted  Compensation
Share  Awards  shall  be  issued  for no  cash  consideration  or  such  minimum
consideration  as may be required by law. After the expiration of the applicable
restriction   periods,   the  Company  (or  such  designee)  shall  deliver  the
certificates  no longer subject to such  restrictions  to the Participant or, if
the Participant has died, to the Designated Beneficiary.

8.       RESTRICTED COMPENSATION SHARE UNIT AWARDS.

         a. GRANT.  The Committee may grant Awards  entitling  recipients to the
right to acquire, at some time in the future,  Restricted  Compensation  Shares,
subject  to  such  other  conditions  as  the  Committee  may  prescribe  in the
applicable  Award Agreement (each such Award, a "RESTRICTED  COMPENSATION  SHARE
UNIT  AWARD").   Restricted  Compensation  Share  Unit  Awards  are  subject  to
forfeiture  unless  and  until  all  specified  Award  conditions  are  met,  as
determined  by  the  Committee  and  set  forth  in  the  particular  Agreements
applicable to such Awards.

         b. TERMS AND  CONDITIONS.  The Committee  shall determine the terms and
conditions  of any such  Restricted  Compensation  Share  Unit  Award.  No stock
certificates shall be issued in respect of a Restricted  Compensation Share Unit
Award  at the  time of  grant.  However,  upon  exercise,  the  Company  (or the
Company's  counsel as its  designee)  shall deliver  stock  certificates  to the
Participant or, if the Participant has died, to the Designated Beneficiary.

9.       STOCK APPRECIATION RIGHT AWARDS.

         a. GRANT.  The Committee may grant Awards  entitling  recipients to the
right to acquire, at some time in the future, upon exercise,  one or more shares
of Common Stock,  in an amount equal to the product of (i) the excess of (A) the
Fair Market  Value of a share of Common  Stock on the date of exercise  over (B)
the exercise  price per share set forth in the  applicable  Award  Agreement and
(ii) the  number of shares of Common  Stock  with  respect to which the right is
exercised,  subject to such other  conditions  as the Committee may prescribe in
the applicable Award Agreement (each, a "STOCK APPRECIATION RIGHT AWARD"). Stock
Appreciation  Right  Awards  are  subject  to  forfeiture  unless  and until all
specified Award

                                       11
<PAGE>

conditions  are  met,  as  determined  by the  Committee  and set  forth  in the
particular Agreements applicable to such Awards.

         b. TERMS. The Committee shall determine the terms and conditions of any
such Stock  Appreciation  Right Award. A Stock  Appreciation  Right Award may be
issued either in tandem with, or by reference to, an Option (each such Award,  a
"TANDEM SAR") or not so issued (each such Award, a  "FREE-STANDING  SAR"). It is
the  intention  of the  Committee  that the  exercise  of Tandem SARs assist the
recipient of an Option with the ability to pay applicable  taxes with respect to
the  exercise  of an Option and the SARs  themselves.  The  exercise  price of a
Tandem SAR shall be the  exercise  price per share of the  related  Option.  The
exercise  price of a  Free-Standing  SAR shall be determined by the Committee in
its sole discretion;  provided,  however,  that exercise price shall not be less
than 100% of the Fair  Market  Value of a share of  Common  Stock on the date of
grant; and provided,  further,  however,  that,  except as may be required under
SECTION 5C, the Committee may not reduce, at any time following the grant of the
Free-Standing  SAR, the exercise price per share of Common Stock underlying such
Free-Standing  SAR to a level  below the Fair  Market  Value per share of Common
Stock on the date of grant. No stock  certificates shall be issued in respect of
a Stock  Appreciation  Right Award,  and such Award shall be reflected merely in
book entry form on the Company's books and records.  A Stock  Appreciation Right
Award may be settled only in cash.

10.      PERFORMANCE SHARE AWARDS

         a. GRANTS.  The  Committee  may grant Awards  entitling  recipients  to
acquire  shares of Common Stock upon the  attainment  of  specified  performance
goals  within a specified  Performance  Period,  which  shares may or may not be
Restricted  Compensation  Shares,  subject  to  such  other  conditions  as  the
Committee  may  prescribe  in the  applicable  Award  (each such share of Common
Stock, a "PERFORMANCE SHARE," and each such Award, a "PERFORMANCE SHARE AWARD").
Performance  Share  Awards  are  subject  to  forfeiture  unless  and  until all
specified Award conditions are met, as determined by the Committee and set forth
in the particular Agreements applicable to such Awards.

         b. TERMS AND  CONDITIONS.  The Committee  shall determine the terms and
conditions of any such Performance Share Award.  Unless otherwise  determined by
the Committee,  the payment value of the Performance Share Awards shall be based
upon the Fair Market Value of the Common Stock underlying such Award on the date
the Performance  Shares are earned or on the date the Committee  determines that
the  Performance   Shares  have  been  earned.  The  Committee  shall  establish
performance goals for each Performance Period for the purpose of determining the
extent to which Performance Shares awarded for such cycle are earned. As soon as
administratively practicable after the end of a performance cycle, the Committee
shall  determine  the number of  Performance  Shares  which have been  earned in
relation to the established  performance  goals. No stock  certificates shall be
issued in respect of a  Performance  Share Award at the time of grant unless the
Performance Shares are Restricted  Compensation  Shares, in which case the rules
of Section 9b with respect to the issuance of certificates shall apply. However,
upon the lapse of all  applicable  restrictions,  the Company (or the  Company's
counsel as its designee) shall deliver stock certificates to the Participant or,
if the Participant has died, to the Designated Beneficiary.

                                       12
<PAGE>

11.      AWARD SHARES

         a. GRANTS.  The  Committee  may grant Awards  entitling  recipients  to
acquire shares of Common Stock, subject to such terms, restrictions, conditions,
performance  criteria,  vesting  requirements  and payment needs, if any, as the
Committee shall determine in the applicable Award Agreement (each such Award, an
"AWARD  SHARE.")  Award  Shares are subject to  forfeiture  unless and until all
specified Award conditions are met, as determined by the Committee and set forth
in the particular Agreements applicable to such Awards.

         b. TERMS AND  CONDITIONS.  The Committee  shall determine the terms and
conditions  of any such Award  Share.  Award  Shares shall be issued for no cash
consideration  or such  minimum  consideration  as may be required by law.  When
paid, the Company (or the Company's counsel as its designee) shall deliver stock
certificates  for the Award Shares to the Participant or, if the Participant has
died, to the Designated Beneficiary.

12.      OTHER STOCK-BASED  AWARDS.  The Committee shall have the right to grant
other Awards based upon the Common Stock having such terms and conditions as the
Committee may determine,  including, without limitation, the grant of securities
convertible  into Common  Stock and the grant of phantom  stock  awards or stock
units.

13.      GENERAL PROVISIONS APPLICABLE TO AWARDS.

         a.  TRANSFERABILITY  OF AWARDS.  Except as the  Committee may otherwise
determine  or  provide  in  an  Award,  Awards  shall  not  be  sold,  assigned,
transferred,  pledged  or  otherwise  encumbered  by the person to whom they are
granted,  either  voluntarily or by operation of law, except by will or the laws
of descent and distribution,  and, during the life of the Participant,  shall be
exercisable only by the Participant;  provided, however, except as the Committee
may otherwise  determine or provide in an Award, that  Nonstatutory  Options and
Restricted  Compensation Share Awards may be transferred pursuant to a qualified
domestic relations order (as defined in ERISA) or to a grantor-retained  annuity
trust or a similar  estate-planning  vehicle  in which the trust is bound by all
provisions  of the Stock Option  Agreement  and  Restricted  Compensation  Share
Award, which are applicable to the Participant.  References to a Participant, to
the extent  relevant in the context,  shall  include  references  to  authorized
transferees.

         b.  DOCUMENTATION.  Each Award under the Plan shall be  evidenced  by a
written  instrument  (each,  an "AGREEMENT") in such form as the Committee shall
determine  or as  executed by an officer of the  Company  pursuant to  authority
delegated by the Committee or Board.  Each Award Agreement may contain terms and
conditions in addition to those set forth in the Plan,  provided that such terms
and conditions do not contravene the provisions of the Plan or applicable law.

         c.  COMMITTEE  DISCRETION.  The terms of each type of Award need not be
identical, and the Committee need not treat Participants uniformly.

         d.  ADDITIONAL  AWARD  PROVISIONS.  The  Committee  may,  in  its  sole
discretion,  include

                                       13
<PAGE>

additional  provisions in any Stock Option  Agreement,  Restricted  Compensation
Share Award or other Award granted under the Plan,  including without limitation
restrictions on transfer,  commitments to pay cash bonuses, to make, arrange for
or guaranty loans (subject to compliance  with SECTION 13M) or to transfer other
property to Participants  upon exercise of Awards, or transfer other property to
Participants  upon  exercise  of Awards,  or such other  provisions  as shall be
determined by the Committee;  provided that such additional provisions shall not
be inconsistent with any other term or condition of the Plan or applicable law.

         e.  TERMINATION OF STATUS.  The Committee shall determine the effect on
an Award of the Disability,  death,  Retirement,  authorized leave of absence or
other change in the  employment or other status of a Participant  and the extent
to which,  and the period during which, the  Participant,  or the  Participant's
legal  representative,  conservator,  guardian or  Designated  Beneficiary,  may
exercise rights under the Award, subject to applicable law and the provisions of
the Code  related  to  Incentive  Stock  Options.  Such  determination  shall be
reflected in the applicable Award Agreement.

         f. CHANGE IN CONTROL OF THE COMPANY.

                  i.       Unless otherwise expressly provided in the applicable
                           Agreement,  in  connection  with the  occurrence of a
                           Change in Control,  the Committee  shall, in its sole
                           discretion as to any outstanding Award (including any
                           portion  thereof;  on the same basis or on  different
                           bases, as the Committee  shall specify),  take one or
                           any combination of the following actions:

                           A.       make    appropriate    provision   for   the
                                    continuation of such Award by the Company or
                                    the   assumption   of  such   Award  by  the
                                    surviving   or   acquiring   entity  and  by
                                    substituting  on an equitable  basis for the
                                    shares then subject to such Award either (x)
                                    the  consideration  payable  with respect to
                                    the  outstanding  shares of Common  Stock in
                                    connection  with the Change in Control,  (y)
                                    shares   of  stock  of  the   surviving   or
                                    acquiring  corporation  or  (z)  such  other
                                    securities    as   the    Committee    deems
                                    appropriate,  the fair market value of which
                                    (as  determined by the Committee in its sole
                                    discretion) shall not materially differ from
                                    the  fair  market  value  of the  shares  of
                                    Common   Stock   subject   to   such   Award
                                    immediately preceding the Change in Control;

                           B.       accelerate  the date of  exercise or vesting
                                    of such Award;

                           C.       permit  the  exchange  of such Award for the
                                    right to  participate in any stock option or
                                    other employee benefit plan of any successor
                                    corporation;

                           D.       provide for the  repurchase of the Award for
                                    an amount equal to the difference of (x) the
                                    consideration  received  per  share  for the
                                    securities   underlying  the  Award  in  the
                                    Change  in  Control  minus (y) the per share
                                    exercise  price  of  such  securities.  Such
                                    amount

                                       14
<PAGE>

                                    shall  be  payable  in cash or the  property
                                    payable  in respect  of such  securities  in
                                    connection  with the Change in Control.  The
                                    value   of  any  such   property   shall  be
                                    determined   by   the   Committee   in   its
                                    discretion; or

                           E.       provide  for the  termination  of such Award
                                    immediately prior to the consummation of the
                                    Change  in  Control;  provided  that no such
                                    termination  will be effective if the Change
                                    in Control is not consummated.

         g. DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution
or liquidation of the Company,  the Committee  shall notify each  Participant as
soon as practicable  prior to the effective  date of such proposed  transaction.
The Committee in its sole  discretion  may provide for a Participant to have the
right to  exercise  his or her  Award  until  fifteen  (15)  days  prior to such
transaction  as to all of the  shares of Common  Stock  covered by the Option or
Award,  including  shares as to which the Option or Award would not otherwise be
exercisable, which exercise may in the sole discretion of the Committee, be made
subject to and conditioned upon the  consummation of such proposed  transaction.
To the extent it has not been previously exercised, an Award will terminate upon
the consummation of such proposed action.

         h.  ASSUMPTION  OF AWARDS UPON CERTAIN  EVENTS.  In  connection  with a
merger or  consolidation of an entity with the Company or the acquisition by the
Company of property or stock of an entity,  the Committee may grant Awards under
the Plan in substitution for stock and stock-based  awards issued by such entity
or an affiliate  thereof.  The substitute  Awards shall be granted on such terms
and conditions as the Committee considers appropriate in the circumstances.

         i.  PARACHUTE  PAYMENTS  AND  PARACHUTE  AWARDS.   Notwithstanding  the
provisions  of  SECTION  13F,  but  subject  to  any  contrary  provisions  in a
Participant's  employment agreement with the Company or any Parent or Subsidiary
thereof, if, in connection with a Change in Control, a tax under Section 4999 of
the Code would be imposed on the  Participant  (after  taking  into  account the
exceptions set forth in Sections  280G(b)(4)  and 280G(b)(5) of the Code),  then
the Company shall pay the  Participant  an amount equal to the tax under Section
4999.

         j.  AMENDMENT OF AWARDS.  The Committee may amend,  modify or terminate
any  outstanding  Award  including,  but not limited to,  substituting  therefor
another Award of the same or a different type,  changing the date of exercise or
realization,  and converting an Incentive  Stock Option to a Nonstatutory  Stock
Option, provided that the Participant's consent to such action shall be required
unless the Committee determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.

         k.  CONDITIONS ON DELIVERY OF STOCK.  The Company will not be obligated
to  deliver  any  shares  of  Common  Stock  pursuant  to the Plan or to  remove
restrictions  from  shares  previously  delivered  under the Plan  until (i) all
conditions  of the Award  have been met or removed  to the  satisfaction  of the
Company,  (ii) in the opinion of the Company's counsel,  all other legal matters
in connection with the issuance and delivery of such shares have been

                                       15
<PAGE>

satisfied,  including any applicable  securities  laws and any applicable  stock
exchange or stock market rules and  regulations,  and (iii) the  Participant has
executed and delivered to the Company such  representations or agreements as the
Company may consider  appropriate to satisfy the  requirements of any applicable
laws,  rules or  regulations.  Notwithstanding  any provision of the Plan to the
contrary,  in no event may an Option or Stock Appreciation Right be settled in a
form other than cash.

         l. ACCELERATION. The Committee may at any time provide that any Options
shall become  immediately  exercisable  in full or in part,  that any Restricted
Compensation Share Awards shall be free of some or all restrictions, or that any
other  stock-based  Awards may become  exercisable in full or in part or free of
some or all  restrictions or conditions,  or otherwise  realizable in full or in
part, as the case may be,  despite the fact that the  foregoing  actions may (i)
cause  the  application  of  Sections  280G and 4999 of the Code if a change  in
control of the Company  occurs,  or (ii) disqualify all or part of the Option as
an Incentive Stock Option.

         m. SARBANES-OXLEY ACT COMPLIANCE.  Notwithstanding any provision of the
Plan to the contrary, the Committee,  in accordance with any applicable rules or
regulations  promulgated by the Securities and Exchange  Commission  (the "SEC")
and/or  the  United  States  Department  of Labor,  shall (i) notify in a timely
manner each Participant who is a Reporting  Person of any transaction  occurring
under the Plan that requires  reporting by the Reporting Person on SEC Form 4 or
5 as applicable, each as revised pursuant to changes to Exchange Act Rule 16a-3,
16a-6 or 16a-8,  as applicable,  made by  Sarbanes-Oxley  Act of 2002,  P.L. No.
107-204 (the  "ACT");  (ii)  otherwise  comply with all notice,  disclosure  and
reporting requirements applicable to the Program pursuant to such Act; and (iii)
prohibit the making or guaranteeing of loans under Section 8c of this Program to
the extent necessary to comply with Section 402 of the Act.

14.      TAXES/CODE  409A.  The  Company  shall  have the right to  deduct  from
payments of any kind  otherwise due to the optionee or recipient of an Award any
federal,  state or local taxes of any kind  required by law to be withheld  with
respect to any shares  issued upon exercise of Options or other Awards under the
Plan,  the purchase of shares  subject to the Award or the grant of Common Stock
free and clear of any restrictions thereon.  Notwithstanding  anything herein to
the  contrary,  to the extent a delay in payment or other  modification  to this
Plan or an Agreement is required as  determined  in the opinion of Company's tax
advisors to prevent the imposition of an additional  tax to the recipient  under
Section 409A of the Code,  then such  payment  shall not be made until the first
date on which such payment is permitted or other  modifications shall be made to
comply with Section 409A and interpretive guidance issued thereunder.

15.      MISCELLANEOUS.

         a. NO RIGHT TO  EMPLOYMENT  OR OTHER  STATUS.  No person shall have any
claim or right to be  granted an Award,  and the grant of an Award  shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company.  The Company expressly  reserves the right at any
time to dismiss or otherwise  terminate its relationship with a Participant free
from any liability or claim under the Plan.

         b.  NO  RIGHTS  AS  STOCKHOLDER.  Subject  to  the  provisions  of  the
applicable Award, no

                                       16
<PAGE>

Participant  or  Designated  Beneficiary  shall have any rights as a stockholder
with respect to any shares of Common Stock to be distributed  with respect to an
Award until becoming the record holder thereof.

         c. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become  effective on
the later of the date on which it is  adopted  by the  Committee  or the date on
which it is approved by the Company's  shareholders  (the  "Effective  Date). No
Awards shall be granted  under the Plan after the  completion  of ten years from
the Effective Date, but Awards  previously  granted may extend beyond that date.
Notwithstanding  any provision of this Plan to the contrary,  if the Company has
executed a  definitive  acquisition  or similar  agreement  pursuant  to which a
Change in Control will occur upon the closing of the transaction(s) contemplated
thereby, the Committee, in its sole discretion,  may treat the execution of such
agreement itself as triggering a Change in Control.

         d. AMENDMENT OF PLAN. The Committee may amend, suspend or terminate the
Plan or any portion thereof at any time;  provided,  however,  that no amendment
shall be made  without  stockholder  approval if such  approval is  necessary to
comply with any applicable law, rules or regulations.

         e. NO TRUST FUND OR ERISA PLAN CREATED.  Neither the Plan nor any Award
granted  thereunder shall create or be construed as creating a trust or separate
fund  of  any  kind  or a  fiduciary  relationship  between  the  Company  and a
Participant,  Designated Beneficiary or any other person. To the extent that any
Participant, Designated Beneficiary or any other person acquires any Award under
the Plan,  his or her rights with respect  thereto shall be not greater than the
rights  of any  unsecured  general  creditor  of the  Company.  The  Plan is not
intended to constitute any type of plan,  fund or program  providing  retirement
income or  resulting  in the  deferral  of income for periods  extending  to the
termination  of employment of beyond,  and ERISA shall not apply to the Plan. No
provision of this Plan shall be construed as subjecting  any portion of the Plan
to any requirements of ERISA.

         f. ARBITRATION OF DISPUTES.  Both parties agree that all  controversies
or claims that may arise between the  Participant  and the Company in connection
with this Plan shall be settled by  arbitration.  The parties further agree that
the arbitration  shall be held in the State of New Jersey,  and  administered by
the American  Arbitration  Association under its Commercial  Arbitration  Rules,
applying New Jersey law, except to the extent such law is preempted by ERISA.

                  i.  QUALIFICATIONS  OF ARBITRATOR.  The  arbitration  shall be
         submitted to a single  arbitrator  chosen in the manner  provided under
         the rules of the American Arbitration Association. The arbitrator shall
         be   disinterested   and  shall  not  have  any  significant   business
         relationship  with  either  party,  and  shall  not have  served  as an
         arbitrator  for  any  disputes  involving  the  Company  or  any of its
         Affiliates  more  than  twice  in  the  thirty-six  (36)  month  period
         immediately  preceding his or her date of  appointment.  The arbitrator
         shall be a person who is experienced  and  knowledgeable  in employment
         and executive  compensation  law and shall be an attorney duly licensed
         to practice law in one or more states.

                                       17
<PAGE>

                  ii. POWERS OF ARBITRATOR.  The  arbitrator  shall not have the
         authority to grant any remedy which  contravenes or changes any term of
         this  Plan and  shall  not  have the  authority  to award  punitive  or
         exemplary or damages under any circumstances. The parties shall equally
         share the expense of the  arbitrator  selected and of any  stenographer
         present  at the  arbitration.  The  remaining  costs of the  arbitrator
         proceedings  shall be  allocated  by the  arbitrator,  except  that the
         arbitrator shall not have the power to award attorney's fees.

                  iii. EFFECT OF  ARBITRATOR'S  DECISION.  The arbitrator  shall
         render its decision  within thirty (30) days after  termination  of the
         arbitration proceeding, which decision shall be in writing, stating the
         reasons  therefor and including a brief  description of each element of
         any damages awarded.  The decision of the arbitrator shall be final and
         binding.  Judgment  on the  award  rendered  by the  arbitrator  may be
         entered in any court having jurisdiction thereof.

         g.  GOVERNING  LAW.  The  provisions  of the Plan and all  Awards  made
hereunder  shall be governed by and  interpreted in accordance  with the laws of
the state of New Jersey, without regard to any applicable conflicts of law.

         h.  DESIGNATION  OF  BENEFICIARY.  A  Participant  may  file  with  the
Committee a written  designation  of one or more  persons as such  Participant's
Designated Beneficiary or Designated Beneficiaries. Each beneficiary designation
shall become  effective only when filed in writing with the Committee during the
Participant's  lifetime on a form  prescribed by the Committee.  The spouse of a
married Participant domiciled in a community property jurisdiction shall join in
any  designation  of a beneficiary  other than such spouse.  The filing with the
Committee of a new  beneficiary  designation  shall cancel all previously  filed
beneficiary designations.  If a Participant fails to designate a beneficiary, or
if all designated  beneficiaries  of a Participant  predecease the  Participant,
then each outstanding award shall be payable to the Participant's estate.

APPROVALS
2006 EQUITY INCENTIVE PLAN:

Available Shares:

(1) Incentive Stock Options                                     851,000
                                                             ----------
(2) Non-Qualified Stock Options                                 548,500
                                                             ----------
(3) Total for Options                                         1,400,000
(4) Restricted Compensation Shares                              233,500
                                                             ----------

Total                                                         1,633,500
Adopted  by the  Compensation  Committee  of the  Board  of
Directors on:                                                   November 8, 2006
Approved by the Stockholders on:                                November 8, 2006


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