Exhibit 4.2

                         AMENDED OMNIBUS INCENTIVE PLAN

                      AMENDED LIGHTPATH TECHNOLOGIES, INC.
                             OMNIBUS INCENTIVE PLAN
                                NOVEMBER 14, 2000

1. PURPOSE.

This Amended Omnibus Incentive Plan (the "Plan") is intended as an amendment and
restatement of the previous LightPath Technologies, Inc. Omnibus Incentive Plan.
This Plan is intended to provide incentive compensation to certain employees and
officers of LIGHTPATH  TECHNOLOGIES,  INC. (the  "Company") or of its subsidiary
corporations (the "Subsidiaries",  as that term is defined in Section 424 of the
Internal Revenue Code of 1986, as amended from time to time) in the form of cash
or Company  stock,  to permit Plan  participants  to acquire or  increase  their
proprietary  interest in the success of the Company,  and to  encourage  them to
continue to perform  services on behalf of the Company.  The Plan is designed to
meet this intent by offering  performance-based  stock and cash  incentives  and
other equity based incentive awards, thereby providing a proprietary interest in
pursuing  the  long-term  growth,  profitability  and  financial  success of the
Company.

2. EFFECTIVE DATE.

The effective  date of this Plan is August 19, 1997, the date on which the Board
adopted this amendment and restatement.

3. DEFINITIONS.

For purposes of this Plan, the following terms shall have the meanings set forth
below:

     (a) "Award" or "Awards" means an award or grant made to a Participant under
Sections 7 through 10, inclusive, of the Plan.

     (b) "Award  Agreement" means the written document that sets forth the terms
and conditions of an Award, as described in Section 16(e).

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

     (d) "Code" means the Internal  Revenue Code of 1986,  as amended,  together
with the regulations promulgated thereunder.

     (e)  "Committee"  means the  Compensation  Committee  of the Board,  or any
committee of the Board performing similar functions,  constituted as provided in
Section 4 of the Plan.

     (f)  "Common  Stock"  means the Class A Common  Stock of the Company or any
security of the Company issued in substitution, exchange or lieu thereof.

     (g)  "Company"  means  LightPath   Technologies,   Inc.  or  any  successor
corporation.

     (h)  "Consultants"  means any person who performs services on behalf of the
Company from time to time on an independent contractor basis; provided, however,
that  such  services  shall  not be in  connection  with the  offer  and sale of
securities in a capital-raising transaction.

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     (i)  "Disability"  means permanent and total  disability.  An individual is
permanently  and  totally  disabled  if he or she is  unable  to  engage  in any
substantial gainful activity by reason of any medically determinable physical or
mental  impairment  which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of not less than 12 months.

     (j) "Exchange  Act" means the  Securities  Exchange Act of 1934, as amended
and in effect from time to time, or any successor statute.

     (k) "Fair  Market  Value"  means on any given date (i) the highest  closing
price of the Common Stock on any established  national exchange or exchanges or,
if no sale of Common Stock is made on such day, the next  preceding day on which
there was a sale of such  stock,  or (ii) if the  Common  Stock is quoted in the
over-the-counter  market  reported by the  National  Association  of  Securities
Dealers,  Inc., the mean between the closing bid and low asked quotations of the
Common Stock for such date, or (iii) if the Common Stock is neither quoted on an
exchange  nor in the  over-the-counter  market,  then the fair  market  value as
determined by the Committee, taking into account various factors consistent with
the  provisions  of  applicable  law  pertaining  to the  valuation of stock for
federal income tax purposes.

     (l) "Incentive Stock Option" means any Stock Option (as defined below) that
is intended to be and is specifically  designated as an "incentive stock option"
within the meaning of Section 422 of the Code.

     (m) "Nonqualified  Stock Option" means any Stock Option granted pursuant to
the provisions of Section 7 of the Plan that is not an Incentive Stock Option.

     (n  "Participant"  means an  employee  or  officer  of the  Company  or any
Subsidiary, who is granted an Award under the Plan.

     (o)  "Performance  Bonus  Award"  means an Award of cash  and/or  shares of
Common Stock granted pursuant to the provisions of Section 10 of the Plan.

     (p) "Plan" means this Omnibus Incentive Plan, as set forth herein and as it
may be hereafter amended.

     (q) "Restricted Award" means an Award granted pursuant to the provisions of
Section 9 of the Plan.

     (r)  "Restricted  Stock  Grant"  means an Award of shares  of Common  Stock
granted pursuant to the provisions of Section 9 of the Plan.

     (s) "Restricted Unit Grant" means an Award of units representing  shares of
Common Stock granted pursuant to the provisions of Section 9 of the Plan.

     (t)  "Stock  Appreciation  Right"  means  an  Award  to  benefit  from  the
appreciation of Common Stock granted  pursuant to the provisions of Section 8 of
the Plan.

     (u)  "Stock  Option"  means an Award to  purchase  shares of  Common  Stock
granted pursuant to the provisions of Section 7 of the Plan.

     (v)  "Subsidiary"  means any  corporation  or  entity in which the  company
directly or  indirectly  controls  50% or more of the total  voting power of all
classes  of its stock  having  voting  power,  whether  existing  at the date of
institution of this Plan or subsequently.

     (w) "Ten Percent  Shareholder" means a person who owns (or is considered to
own after taking into  account the  attribution  of  ownership  rules of Section
424(d) of the code) more than ten  percent  (10%) of the total  combined  voting
power of all classes of stock of the Company or any Subsidiary.

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4. ADMINISTRATION.

     (a) The Plan shall be administered by the Committee, as appointed from time
to time by the Board.  The Board may from time to time remove  members  from, or
add members to, the Committee.  In the event the Company  becomes subject to the
provisions  of the Exchange  Act, the Committee  shall be  constituted  so as to
permit the Plan to comply  with Rule 16b-3  promulgated  by the  Securities  and
Exchange  Commission ("SEC") under the Exchange Act or any successor rule ("Rule
16b-3") and shall be comprised of those members of the Board who are not, during
the one  year  period  prior to  service  as  members  of the  Committee  or any
committee of any similar plan of the Company or any affiliate of the Company, or
during the period in which  they serve as members of the  Committee,  granted or
awarded an equity  securities (as determined  under Rule 16b-3) pursuant to this
Plan or any similar plan of the Company or any affiliate of the Company.

     (b) A majority of the members of the  Committee  shall  constitute a quorum
for the transaction of business. Action approved in writing by a majority of the
members of the Committee then serving shall be as effective as if the action had
been taken by unanimous vote at a meeting duly called and held.

     (c) The  Committee is  authorized  to construe and  interpret  the Plan, to
promulgate,   amend,   and  rescind  rules  and   procedures   relating  to  the
implementation  of the Plan, and to make all other  determinations  necessary or
advisable for the  administration of the Plan. Any determination,  decision,  or
action of the Committee in  connection  with the  construction,  interpretation,
administration,   or   application  of  the  Plan  shall  be  binding  upon  all
Participants and any person validly claiming under or through any Participant.

     (d) The Committee may designate persons other than members of the Committee
to carry out its  responsibilities  under such  conditions and limitations as it
may  prescribe,  except  that in the event the  Company  becomes  subject to the
provisions  of the Exchange  Act, the  Committee  may not delegate its authority
with regard to selection  for  participation  of, and the granting of Awards to,
persons  subject  to  Sections  16(a) and 16(b) of the  Exchange  Act or who are
eligible to receive Awards under the Plan.

     (e) The Committee is expressly authorized to make modifications to the Plan
as necessary to effectuate  the intent of the Plan as a result of any changes in
the tax, accounting,  or securities laws treatment of Participants and the Plan,
subject to those restrictions that are set forth in Section 15 below.

     (f) The Company  shall  effect the  granting of Awards  under the Plan,  in
accordance  with the  determinations  made by the  Committee,  by  execution  of
instruments in writing in such form as approved by the Committee.

5. ELIGIBILITY.

Persons eligible for Awards under the Plan shall consist of employees,  officers
and Consultants of the Company or its  Subsidiaries  who from time to time shall
be designated by the Committee.

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6. COMMON STOCK SUBJECT TO PLAN.

     Shares of Common  Stock  Subject to Plan.  The maximum  number of shares of
Class A Common  Stock in respect of which  Awards may be granted  under the Plan
(the "Plan  Maximum")  shall be 3,275,000,  subject to adjustment as provided in
Section 13 below.  Common Stock  issued under the Plan may be either  authorized
and unissued  shares or issued shares which have been reacquired by the Company.
The following  terms and  conditions  shall apply to Common Stock subject to the
Plan:

         (i)   In no event  shall  more than the Plan  Maximum  be  cumulatively
               available for Awards under the Plan;

         (ii)  For the purpose of computing the total number of shares of Common
               Stock available for Awards under the Plan, there shall be counted
               against the  foregoing  limitations,  (A) the number of shares of
               Common Stock  subject to issuance  upon exercise or settlement of
               Awards  (regardless of vesting),  and (B) the number of shares of
               Common Stock which equal the value of  Restricted  Unit Grants or
               Stock  Appreciation  Rights determined at the dates on which such
               Awards are granted;

         (iii) If any  Awards are  forfeited,  terminated,  expire  unexercised,
               settled in cash in lieu of stock or exchanged  for other  Awards,
               the shares of Common Stock which were  previously  subject to the
               Awards shall again be available  for Awards under the Plan to the
               extent of such forfeiture or expiration of the Awards;

         (iv)  Any  shares of  Common  Stock  which are used as full or  partial
               payment to the Company by a Participant  of the purchase price of
               shares of Common  Stock upon  exercise  of a Stock  Option  shall
               again be available for Awards under the Plan; and

         (v)   Any shares of Common  Stock  that may remain  unsold and that are
               not subject to outstanding Options at the termination of the Plan
               shall cease to be reserved for the purpose of the Plan, but until
               termination  of the Plan the Company shall at all times reserve a
               sufficient number of shares to meet the requirements of the Plan.

7. STOCK OPTIONS.

     Stock Options  granted under the Plan may be in the form of Incentive Stock
Options,  Deferred  Compensation Stock Options,  or Non-Qualified  Stock Options
(collectively, the "Stock Options").

     Subject to the provisions of the Code, any Stock Option granted in the form
of an  Incentive  Stock Option  shall  continue to be treated as an  outstanding
Stock Option  hereunder,  even if it ceases to be treated as an Incentive  Stock
Option  under the Code.  Such Stock  Option  shall be treated as a  Nonqualified
Stock Option,  subsequent to the time it ceases to qualify as an Incentive Stock
Option under the Code.

     Stock Options shall be subject to the following terms and  conditions,  and
each Stock  Option shall  contain  such  additional  terms and  conditions,  not
inconsistent  with the express  provisions of the Plan,  as the Committee  shall
deem desirable:

     (a) Grant.  Stock  Options  shall be granted  separately.  In no event will
Stock Options or Awards be issued in tandem  whereby the exercise of one affects
the right to exercise the other.

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     (b) Stock  Option  Price.  The  exercise  price  per share of Common  Stock
purchasable  under a Stock Option shall be  determined  by the  Committee at the
time of grant and set forth in the Award Agreement. The Committee may specify an
exercise price for a Nonqualified  Stock Option which is less than, equal to, or
greater  than the Fair Market Value of the Common Stock on the date of the grant
of the  Nonqualified  Stock Option.  The  Committee may also issue  Nonqualified
Stock  Options  with an exercise  price less than the Fair  Market  Value of the
Common  Stock  on the  date  of the  grant,  in  satisfaction  of the  Company's
obligations to pay deferred  compensation.  Such Stock Options shall be referred
to hereunder as "Deferred Compensation Stock Options. However, in no event shall
the exercise price of an Incentive Stock Option be less than one hundred percent
(100%) of the Fair Market  Value of the Common Stock on the date of the grant of
the  Incentive  Stock  Option.  In the case of a Ten  Percent  Shareholder,  the
exercise  price of an Incentive  Stock Option shall be not less than one hundred
ten percent  (110%) of the Fair Market  Value of the Common Stock on the date of
the grant.

     (c) Option Term.  The term of each  Nonqualified  Stock Option and Deferred
Compensation  Stock Options,  shall be determined by the Committee and set forth
in the Award Agreement. The term of Incentive Stock Options shall not exceed ten
(10) years after the date the Incentive Stock Option is granted, and the term of
any Incentive Stock Options granted to Ten Percent Shareholders shall not exceed
five (5) years after the date of the grant.

     (d) Exercisability.

          (i)  Incentive Stock Options and  Nonqualified  Stock Options shall be
               exercisable at the time or times  determined by the Committee and
               set forth in the Award Agreement,  provided, however, that except
               as provided in sections 11(a), 11(b), 11(c), and 14, no Incentive
               Stock Option shall be exercisable  prior to the first anniversary
               of the date of  grant.  Notwithstanding  the  previous  sentence,
               Stock  Options may be exercised at an earlier  date,  pursuant to
               the provisions of Section 14 hereof.

          (ii) Reload  Options  shall  become  exercisable  in  accordance  with
               Section 7(h)(iii)  hereof.  Deferred  Compensation  Stock Options
               shall  become  exercisable  in  accordance  with the terms of the
               grant  thereof as  established  by the Committee and set forth in
               the Award Agreement.

     (e) Method of Exercise.  Subject to applicable  exercise  restrictions  set
forth in Section  7(d) above,  a Stock Option may be  exercised,  in whole or in
part, by giving written notice of exercise to the Company  specifying the number
of shares to be purchased. The notice shall be accompanied by payment in full of
the  purchase  price.  The  purchase  price may be paid by any of the  following
methods, subject to the restrictions set forth in Section 7(f) hereof:

         (i)   in cash,  by certified or cashier's  check,  by money order or by
               personal  check (if approved by the Committee) of an amount equal
               to the aggregate  purchase price of the shares of Common Stock to
               which such exercise relates;

         (ii)  if acceptable to the  Committee,  by delivery of shares of Common
               Stock already owned by the Participant,  which shares,  including
               any cash tendered therewith,  have an aggregate Fair Market Value
               (determined  as of the date  preceding the  Company's  receipt of
               exercise  notice)  equal to the aggregate  purchase  price of the
               shares of Common Stock to which such exercise relates; or

         (iii) if acceptable to the Committee,  by delivery to the Company of an
               exercise notice that (i) requests the Company,  subsequent to the
               exercise  of the Option and prior to the actual  delivery  of any
               shares of Common  Stock to the  Participant,  to arrange  for the
               sale of that  number of shares of Common  Stock that have a value
               equal to the  exercise  price of the Option and (ii)  agrees that
               the Company may use the  proceeds of such sale to  discharge  the
               Participant's  liability to pay to the Company the exercise price
               of such Option.

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     (f)  Restrictions  on Method of  Exercise.  Notwithstanding  the  foregoing
payment  provisions,  the Committee,  in granting Stock Options  pursuant to the
Plan,  may limit the  methods by which a Stock  Option may be  exercised  by any
person and in  processing  any  purported  exercise  of a Stock  Option  granted
pursuant to the Plan, may refuse to recognize the method of exercise selected by
the  Participant  (other  than the  method  of  exercise  set  forth in  Section
7(e)(i)),  if, in the opinion of counsel to the Company, (i) the Participant is,
or within the six months preceding such exercise was, subject to reporting under
Section 16(a) of the Exchange  Act, and (ii) there is a  substantial  likelihood
that the method of  exercise  selected  by the  Participant  would  subject  the
Participant  to substantial  risk of liability  under Section 16 of the Exchange
Act. Furthermore,  no Incentive Stock Option may be exercised in accordance with
the methods of exercise set forth in  subsections  7(e)(ii) and 7(e)(iii)  above
unless, in the opinion of counsel to the Company, such exercise would not have a
material  adverse  effect upon the  incentive  stock option tax treatment of any
outstanding  Incentive  Stock Options or Incentive Stock Options that thereafter
may be granted pursuant to the Plan.

     (g) Tax Withholding. In addition to the alternative methods of exercise set
forth in Section 7(e),  holders of  Nonqualified  Stock Options,  subject to the
discretion  of the  Committee,  may be entitled to elect at or prior to the time
the exercise  notice is delivered to the Company,  to have the Company  withhold
from  the  shares  of  Common  Stock  to  be  delivered  upon  exercise  of  the
Nonqualified Stock Option the number of shares of Common Stock (determined based
on the Fair Market Value as of the date  preceding the Company's  receipt of the
exercise notice) that is necessary to satisfy any withholding taxes attributable
to the exercise of the Nonqualified Stock Option;  provided,  however,  that the
amount of the Fair Market  Value of the shares so  withheld  does not exceed the
tax on such exercise at the maximum marginal tax rate. If withholding is made in
shares  of the  Common  Stock  pursuant  to the  method  set  forth  above,  the
Committee, in its sole discretion,  may grant " Reload Option(s)" (as defined in
Section 7(h) below) on the terms  specified in Section 7(h) below for the shares
so  withheld.   Notwithstanding  the  foregoing   provisions,   a  holder  of  a
Nonqualified  Stock Option may not elect to satisfy his or her  withholding  tax
obligation in respect of any exercise as  contemplated  above if, in the opinion
of counsel to the Company,  (i) the holder of the Nonqualified  Stock Option is,
or within the six months preceding such exercise was, subject to reporting under
Section 16(a) of the Exchange Act, (ii) there is a substantial  likelihood  that
the election or timing of the election would subject the holder to a substantial
risk  of  liability  under  Section  16 of  the  Exchange  Act,  or  (iii)  such
withholding would have an adverse tax or accounting effect to the Company.

     (h) Grant of Reload Options. Whenever the Participant holding any Incentive
Stock Option or Nonqualified  Stock Option (the "Original  Option")  outstanding
under this Plan (including any "Reload  Options" granted under the provisions of
this Section 7(h)) exercises the Original Option, then the Committee may, in its
sole discretion,  grant a new option (the "Reload Option") for additional shares
of Common Stock in an amount to be determined in its sole  discretion.  All such
Reload Options granted hereunder shall be on the following terms and conditions:

         (i)   The Reload  Option  price per share  shall be  determined  by the
               Committee and set forth in the Award Agreement;

         (ii)  The option  exercise  period shall expire,  and the Reload Option
               shall no longer be exercisable,  on terms specified in the Reload
               Option, as determined by the Committee; and

         (iii) Any Reload  Option  granted  under this Section 7(h) shall become
               exercisable  on  terms   specified  in  the  Reload  Option,   as
               determined by the Committee.

     In the event the  Committee  determines  that the price per share of Common
Stock  under a Reload  Option is one hundred  percent  (100%) of the Fair Market
Value of such a share on the date of grant of such  option (or one  hundred  ten
percent  (110%)  of such  Fair  Market  Value of a share  under a grant to a Ten
Percent  Shareholder),  the Committee in its sole  discretion may designate such
Reload Option as an Incentive Stock Option.

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     Even if the shares of Common  Stock which are issued  upon  exercise of the
Original  Option are sold  within one (1) year  following  the  exercise  of the
Original Option such that the sale  constitutes a disqualifying  disposition for
purposes of Incentive  Stock Option  treatment  under the Code,  no provision of
this Plan shall be construed as prohibiting such a sale.

     (i) Special Rule for  Incentive  Stock  Options.  With respect to Incentive
Stock  Options   granted  under  the  Plan,  the  aggregate  Fair  Market  Value
(determined as of the date Incentive Stock Options are granted) of the number of
shares with respect to which  Incentive  Stock Options are  exercisable  for the
first  time by a  Participant  during  any  calendar  year  shall not exceed one
hundred thousand  dollars  ($100,000) or such other limits as may be required by
the Code.

     (j) Incentive  Stock Options.  Notwithstanding  anything in the Plan to the
contrary,  no term of this Plan  relating to Incentive  Stock  Options  shall be
interpreted,  amended, or altered, nor shall any discretion or authority granted
under the Plan be so exercised,  so as to disqualify  the Plan under Section 422
of the  Code  or,  without  the  consent  of  the  Participant(s)  affected,  to
disqualify any Incentive Stock Option under such Section 422 of the Code. To the
extent  permitted  under  Section  422 of the  Code  or  applicable  regulations
thereunder or any applicable Internal Revenue Service pronouncements:

         (i)   if a Participant's employment is terminated by reason of death or
               Disability  and the  Incentive  Stock  Option  by  action  of the
               Committee  becomes  exercisable  in  whole or in part  after  the
               post-termination period specified in Section 11(a) or 11(b), such
               Stock   Option  or  portion   thereof   shall  be  treated  as  a
               Nonqualified Stock Option;

         (ii)  if the exercise of an Incentive  Stock Option is  accelerated  by
               reason of a Change in Control  (as  defined in Section 14 below),
               such that the holding period or term of exercise rules applicable
               to Incentive Stock Options are not met, then such Incentive Stock
               Option shall be treated as a Nonqualified Stock Option;

         (iii) if the Committee so approves,  an Incentive Stock Option exercise
               may be made which  exceeds the $100,000  limitation  set forth in
               Section  7(i)  above,  with  such  excess  to  be  treated  as  a
               Nonqualified Stock Option; and

         (iv)  if the  Committee so  approves,  the option term and the terms of
               exercise of the Incentive  Stock Option can be changed,  with the
               consent of the Participant,  such that the Incentive Stock Option
               loses its  status as such under the Code,  and the  entire  Stock
               Option is treated as a Nonqualified Stock Option.

8. STOCK APPRECIATION RIGHTS

     The grant of Stock  Appreciation  Rights under the Plan shall be subject to
the following terms and conditions,  and shall contain such additional terms and
conditions,  not  inconsistent  with  the  express  terms  of the  Plan,  as the
Committee shall deem desirable:

     (a)  Stock  Appreciation  Rights.  A Stock  Appreciation  Right is an Award
entitling  a  Participant  to receive an amount  equal to the excess of the Fair
Market  Value of a share of Common  Stock on the date of exercise  over the Fair
Market  Value of a share  of  Common  Stock  on the  date of grant of the  Stock
Appreciation  Right, (or such other lesser or greater price as may be set by the
Committee),  multiplied  by the number of shares of Common Stock with respect to
which the Stock Appreciation Right shall have been exercised.

     (b) Grant. A Stock  Appreciation Right shall be granted  separately.  In no
event  will  Stock  Appreciation  Rights  and  other  Awards be issued in tandem
whereby the exercise of one such Award affects the right to exercise the other.

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     (c) Exercise.  A Stock Appreciation Right may be exercised by a Participant
in accordance with procedures established by the Committee.  The Committee shall
establish procedures to provide that, with respect to any Participant subject to
Section  16(b) of the  Exchange  Act who would  receive cash in whole or in part
upon  exercise of the Stock  Appreciation  Right,  such  exercise may only occur
during an exercise period described in Rule  16b-3(e)(3)(iii) (as such provision
exists from time to time) which,  as of the date of adoption of this Plan,  is a
period  beginning on the third (3rd) business day following the Company's public
release of  quarterly  or annual  summary  statements  of sales and earnings and
ending on the twelfth (12th) business day following such public release ("Window
period"). To the extent it is not inconsistent with the preceding sentence,  the
Committee, in its discretion,  may provide that a Stock Appreciation Right shall
be  automatically  exercised  on one or more  specified  dates,  or that a Stock
Appreciation Right may be exercised during only limited time periods.

     (d) Form of Payment.  Payment to the  Participant  upon exercise of a Stock
Appreciation  Right may be made (i) in cash, by certified or cashier's  check or
by money order,  (ii) in shares of Common Stock, or (iii) any combination of the
above,  as the Committee shall  determine.  The Committee may elect to make this
determination  either at the time the Stock  Appreciation  Right is granted,  or
with respect to payments contemplated in clauses (i) and (ii) above, at the time
of the exercise.

9. RESTRICTED AWARDS.

     Restricted  Awards  granted  under  the Plan  may be in the form of  either
Restricted  Stock Grants or Restricted Unit Grants.  Restricted  Awards shall be
subject to the following terms and  conditions,  and may contain such additional
terms and conditions,  not inconsistent with the express provisions of the Plan,
as the Committee shall deem desirable:

     (a) Restricted Stock Grants. A Restricted Stock Grant is an Award of shares
of  Common  Stock  transferred  to a  Participant  subject  to  such  terms  and
conditions  as the  Committee  deems  appropriate,  as set forth in Section 9(d)
below; provided, however, that the Committee shall require a Participant who has
not been  employed by or  performed  services  for the Company as of the date of
grant,  to pay an amount at least equal to the par value of the shares of Common
Stock  subject to the  Restricted  Stock  Grant  within  thirty (30) days of the
grant.  Failure to pay such amount shall result in the automatic  termination of
the Restricted Stock Grant.

     (b) Restricted  Unit Grants.  A Restricted  Unit Grant is an Award of units
granted to a Participant  subject to such terms and  conditions as the Committee
deems  appropriate,  including,  without  limitation,  the requirement  that the
Participant  forfeit such units upon  termination  of  employment  for specified
reasons  within a  specified  period  of time,  and  restrictions  on the  sale,
assignment,  transfer or other disposition of the units. Based on the discretion
of  the  Committee  at  the  time  a  Restricted  Unit  Grant  is  awarded  to a
Participant,  a unit  will have a value  (i)  equivalent  to one share of Common
Stock,  or (ii)  equivalent to the excess of the Fair Market Value of a share of
Common Stock on the date the restriction  lapses over the Fair Market Value of a
share of Common Stock on the date of the grant of the Restricted  Unit Grant (or
over such other value as the Committee determines at the time of the grant).

     (c) Grant of Awards.  Restricted  Awards shall be granted  separately under
the Plan in such form and on such terms and conditions as the Committee may from
time to time approve.  Restricted Awards,  however, may not be granted in tandem
with other Awards  whereby the  exercise of one such Award  affects the right to
exercise  the  other.  Subject  to the terms of the Plan,  the  Committee  shall
determine the number of Restricted Awards to be granted to a Participant and the
Committee may impose different terms and conditions on any particular Restricted
Award made to any  Participant.  Each  Participant  receiving a Restricted Stock
Grant  shall be issued a stock  certificate  in  respect of the shares of Common
Stock. The certificate shall be registered in the name of the Participant, shall
be accompanied by a stock power duly executed by the Participant, and shall bear
an  appropriate  legend  referring  to the terms,  conditions  and  restrictions
applicable to the Award. The certificates evidencing the shares shall be held in
custody by the Company until the restrictions  imposed thereon shall have lapsed
or been removed.

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     (d) Restriction Period. Restricted Awards shall provide that in order for a
Participant to vest in the Awards,  the Participant  must  continuously  provide
services for the Company or its  Subsidiaries,  subject to relief for  specified
reasons,  for a period specified by the Committee  commencing on the date of the
Award and ending on such later date or dates as the  Committee  may designate at
the time of the Award  ("Restriction  period") During the Restriction  Period, a
Participant  may not sell,  assign,  transfer,  pledge,  encumber,  or otherwise
dispose of shares of Common Stock received under a Restricted  Stock Grant.  The
Committee, in its sole discretion,  may provide for the lapse of restrictions in
installments  during the Restriction  Period.  Upon expiration of the applicable
Restriction Period (or lapse of restrictions during the Restriction Period where
the restrictions  lapse in  installments),  the Participant shall be entitled to
receive his or her Restricted Award or the applicable  portion  thereof,  as the
case may be. Upon termination of a Participant's  employment with the Company or
any Subsidiary for any reason during the Restriction Period, all or a portion of
the shares or units, as applicable,  that are still subject to a restriction may
vest or be forfeited, in accordance with the terms and conditions established by
the Committee at or after grant.

     (e) Payment of Awards.  A Participant  shall be entitled to receive payment
for a  Restricted  Unit Grant (or  portion  thereof)  in an amount  equal to the
aggregate  Fair  Market  Value  of the  units  covered  by the  Award  upon  the
expiration  of the  applicable  Restriction  Period.  Payment in settlement of a
Restricted  Unit  Grant  shall  be made as soon  as  practicable  following  the
conclusion  of the  respective  Restriction  Period (i) in cash, by certified or
cashier's  check or by money order,  (ii) in shares of Common Stock equal to the
number of units  granted under the  Restricted  Unit Grant with respect to which
such payment is made, or (iii) in any combination of the above, as the Committee
shall determine,  subject,  however, to any applicable Window Period requirement
imposed by the Committee with respect to Restricted Unit Grants settled in whole
or in part in cash. The Committee may elect to make this determination either at
the time the Award is  granted,  or with  respect to  payments  contemplated  in
clause (i) and (ii) above, at the time the Award is settled.

     (f) Rights as a Shareholder.  A Participant shall have, with respect to the
shares of Common  Stock  received  under a Restricted  Stock  Grant,  all of the
rights of a shareholder of the Company,  including the right to vote the shares,
and the right to receive any cash dividends. Stock dividends issued with respect
to the shares covered by a Restricted Stock Grant shall be treated as additional
shares  under  the  Restricted  Stock  Grant and  shall be  subject  to the same
restrictions  and other  terms and  conditions  that  apply to shares  under the
Restricted Stock Grant with respect to which the dividends are issued

10. PERFORMANCE BONUS AWARDS.

     Performance  Bonus Awards granted under the Plan may be in the form of cash
or shares of Common Stock, or a combination  thereof.  Performance  Bonus Awards
may be  granted  under the Plan in such form as the  Committee  may from time to
time approve.  Subject to the terms of the Plan, the Committee  shall  determine
the  Performance  Bonus  Awards to be  granted  to a  Participant  for any given
calendar  year, and the Committee may impose  different  terms and conditions on
any particular  Performance Bonus Award made to any Participant  including,  but
not limited to,  restrictions  on the sale,  assignment  and  transfer of Common
Stock covered by a Performance Bonus Award.

11. TERMINATION OF EMPLOYMENT.

     The terms  and  conditions  under  which an Award  (other  than an Award of
Incentive Stock Options) may be exercised  after a Participant's  termination of
employment  shall be  determined  by the  Committee  and set  forth in the Award
Agreement.  The conditions under which such post-termination  exercises shall be
permitted  with  respect to  Incentive  Stock  Options  shall be  determined  as
provided below:

     (a)  Termination  by Death.  Subject to Section  7(j),  if a  Participant's
employment  by the  Company  or  any  Subsidiary  terminates  by  reason  of the
Participant's  death or if the  Participant's  death occurs  within three months
after  the  termination  of  his or her  employment,  any  Award  held  by  such
Participant may thereafter be exercised,  to the extent such Award otherwise was

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<PAGE>
then  exercisable  by  the  Participant,  by  the  legal  representative  of the
Participant's estate or by any person who acquired the Award by will or the laws
of descent  and  distribution,  for a period of one year from the  Participant's
termination of employment (as  contemplated  in this Section 11(a)) or until the
expiration of the stated term of the Award, whichever period is the shorter. Any
right of exercise  under a nonvested  Award held by a Participant at the time of
his or her death is extinguished and terminated.

     (b)  Termination  by Reason of  Disability.  Subject to Section  7(j), if a
Participant's  employment by the Company or  Subsidiary  terminates by reason of
Disability,  any Award held by such  Participant  may thereafter be exercised by
the Participant,  to the extent such Award otherwise was then exercisable by the
Participant,  for a period  of one year  from  the date of such  termination  of
employment or until the  expiration of the stated term of such Award,  whichever
period is the shorter;  provided,  however,  that if the Participant dies within
such one-year  period,  any  unexercised  Award held by such  Participant  shall
thereafter be exercisable to the extent to which it was  exercisable at the time
such death or until the  expiration of the stated term of such Award,  whichever
period is  shorter.  Any right of exercise  under a nonvested  Award held by the
Participant  at the time of his or her  termination  by reason of  Disability is
terminated and extinguished.

     (c)  Other  Termination.  Subject  to  Section  7(j),  if  a  Participant's
employment by the Company or any  Subsidiary is terminated  for any reason,  any
Award held by the  Participant  at the time of his or her  termination  shall be
exercisable,  to the extent otherwise then exercisable,  for the lesser of three
(3) months from the date of such  termination  or the balance of the term of the
Award, and any right of exercise under any nonvested Award held by a Participant
at the time of his or her termination is terminated and  extinguished.  Pursuant
to Section 7(j)(iv), the Committee with the Participant's consent may change the
option term and the terms of exercise of an Incentive  Stock  Option  subject to
this Section  11(c),  such that the  Incentive  Stock Option loses its status as
such under the Code,  and the entire Stock  Option is treated as a  Nonqualified
Stock Option.

12. NON-TRANSFERABILITY OF AWARDS.

     No Award  under the  Plan,  and no rights  or  interest  therein,  shall be
assignable  or  transferable  by a  Participant  except  by will or the  laws of
descent and  distribution,  after which  assignment  Section  11(a) hereof shall
apply to  exercise  of the  Award by the  assignee.  During  the  lifetime  of a
Participant,  Awards are  exercisable  only by, and  payments in  settlement  of
Awards  will  be  payable  only  to,  the   Participant  or  his  or  her  legal
representative.

13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC.

     (a) The existence of the Plan and the Awards  granted  hereunder  shall not
affect  or  restrict  in  any  way  the  right  or  power  of the  Board  or the
shareholders   of  the   Company   to  make   or   authorize   any   adjustment,
recapitalization,  reorganization  or  other  change  in the  Company's  capital
structure or its business, any merger or consolidation of the Company, any issue
of bonds, debentures, preferred or prior preference stocks ahead of or affecting
the Company's Common Stock or the rights thereof, the dissolution or liquidation
of the  Company,  or any sale or  transfer  of all or any part of its  assets or
business, or any other corporate act or proceeding.

     (b) In the event of any change in capitalization affecting the Common Stock
of the Company, such as a stock dividend, stock split, recapitalization, merger,
consolidation,   split-up,  combination,  exchange  of  shares,  other  form  of
reorganization,  or any other change  affecting the Common Stock,  the Board, in
its  discretion,  may make  proportionate  adjustments  it deems  appropriate to
reflect such change with  respect to (i) the maximum  number of shares of Common
Stock which may be sold or awarded to any Participant, (ii) the number of shares
of Common Stock covered by each outstanding Award, and (iii) the price per share
in respect of the outstanding Awards.  Notwithstanding the foregoing,  the Board
may only  increase  the  aggregate  number of  shares of Common  Stock for which
Awards may be granted  under the Plan solely to reflect  the change,  if any, of
the capitalization of the Company or a Subsidiary.

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<PAGE>
     (c) The  Committee may also make such  adjustments  in the number of shares
covered by, and the price or other value of any outstanding  Awards in the event
of a spin-off  or other  distribution  (other than  normal  cash  dividends)  of
Company assets to shareholders.

14. CHANGE OF CONTROL.

     (a) In the event of Change of Control (as defined in  Paragraph  (b) below)
of the  Company,  and except as the Board may  expressly  provide  otherwise  in
resolutions adopted prior to the date of the Change of Control:

          (i)  All Stock Options or Stock  Appreciation  Rights then outstanding
               with  respect  to an  affected  Participant  shall  become  fully
               exercisable as of the applicable date; and

          (ii) All  restrictions  and conditions of all Restricted Stock Grants,
               Restricted  Unit  Grants  and   Performance   Bonus  Awards  then
               outstanding  with  respect to an  affected  Participant  shall be
               deemed satisfied as of the applicable date.

     For  purposes  of this  subsection  (a),  "applicable  date" shall mean the
earlier of the three dates on which occur the events  described  in  subsections
(b)(i) through (b)(ii) below:

     (b) A "Change of Control"  shall be deemed to have occurred with respect to
a Participant upon the occurrence of any one of the following events, other than
a transaction  with another person  controlled by the Company or its officers or
directors,  or a  benefit  plan or  trust  established  by the  Company  for its
employees:

          (i)  Any person,  including a group as defined in Section  13(d)(3) of
               the Exchange Act,  becomes owner of shares of Common Stock of the
               Company  with  respect to which  fifty-one  (51 %) or more of the
               total number of votes for the election of the Board may be cast;

          (ii) The  stockholders of the Company  approve an agreement  providing
               for the sale or other  disposition of all or substantially all of
               the assets of the Company; or

15. AMENDMENT AND TERMINATION.

     (a)  Amendments  Without  Shareholder  Approval.  Except  as set  forth  in
Sections 15(b) and 15(c) below,  the Board may,  without further approval of the
shareholders,  at any time amend, alter,  discontinue or terminate this Plan, in
such respects as the Board may deem advisable.

     (b)  Amendments  Requiring  Shareholder  Approval.  Except  as set forth in
Section  15(c) below,  to comply with the  restrictions  set forth in Rule 16b-3
promulgated  under the Exchange  Act, as amended and in effect from time to time
(or  any  successor  rule)  and  to  comply  with  the  Code  and   accompanying
regulations,  but  subject  to  changes  in  law  or  other  legal  requirements
(including  any  change  in the  provisions  of  Rule  16b-3  and the  Code  and
accompanying  Regulations  that would permit  otherwise),  the Board must obtain
approval of the  shareholders  to make any amendment that would (a) increase the
aggregate  number of shares of Common  Stock  that may be issued  under the Plan
(except  for  adjustments  pursuant to Section 13 of the plan),  (b)  materially
modify the requirements as to eligibility for  participation in the Plan, or (c)
materially  increase the benefits  accruing to Participants  under the Plan. (c)
Prohibited  Amendments.  Notwithstanding  Sections  15(a)  and  15(b),  under no
circumstances  may the Board or  Committee  (i)  amend,  alter,  discontinue  or
terminate the  requirements set forth in Sections 7(b), 7(c), 7(i) and 7(j) with
respect to Incentive Stock Options (except as otherwise permitted in Section 7),
unless (a) such  modifications  are made to comply with changes in the tax laws,
or (b) the Plan is completely terminated, or (ii) make any amendment, alteration
or modification to the Plan that would impair the vested rights of a Participant
under any Award  theretofore  granted  under this Plan,  except as  provided  in
Section 16(c).

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<PAGE>
16. MISCELLANEOUS MATTERS.

     (a) Tax Withholding. In addition to the authority set forth in Section 7(g)
above, the Company shall have the right to deduct from a Participant's  wages or
from any settlement,  including the delivery of shares,  made under the Plan any
federal,  state,  or local taxes of any kind required by law to be withheld with
respect to such  payments,  or to take such other  action as may be necessary in
the opinion of the Company to satisfy  all  obligations  for the payment of such
taxes.

     (b) No  Right  to  Employment.  Neither  the  adoption  of the Plan nor the
granting of any Award shall  confer upon any  Participant  any right to continue
employment with the Company or any Subsidiary,  as the case may be, nor shall it
interfere in any way with the right of the Company or a Subsidiary  to terminate
the employment of any Participant at any time, with or without cause.

     (c)  Annulment of Awards.  The grant of any Award under the Plan payable in
cash is provisional until cash is paid in settlement  thereof.  The grant of any
Award  payable in Common  Stock is  provisional  until the  Participant  becomes
entitled to the certificates in settlement  thereof. In the event the employment
of a Participant is terminated for cause (as defined below),  any Award which is
provisional  shall be annulled as of the date of such termination for cause. For
the purpose of this Section  16(c),  the term  "terminated  for cause" means any
discharge  for  violation  of the policies  and  procedures  of the Company or a
Subsidiary or for other job  performance  or conduct which is detrimental to the
best interests of the Company or a Subsidiary.

     (d) Securities Law Restrictions.  No shares of Common Stock shall be issued
under the Plan  unless  counsel  for the Company  shall be  satisfied  that such
issuance  will be in compliance  with  applicable  Federal and state  securities
laws.  Certificates  for shares of Common Stock  delivered under the Plan may be
subject to such  stock-transfer  orders and other  restrictions as the Committee
may deem advisable under the rules,  regulations,  and other requirements of the
Securities  and Exchange  Commission,  any stock  exchange upon which the Common
Stock is then listed,  and any applicable  Federal or state  securities law. The
Committee  may cause a legend or legends to be put on any such  certificates  to
refer to those restrictions.

     (e) Award  Agreement.  Each  Participant  receiving an Award under the Plan
shall enter into an, Award Agreement with the Company in a form specified by the
Committee  agreeing to the terms and  conditions  of the Award and such  related
matters as the Committee, in its sole discretion, shall determine.

     (f) Costs of Plan. The costs and expenses of  administering  the Plan shall
be borne by the Company.

     (g)  Governing  Law.  The Plan and all actions  taken  thereunder  shall be
governed by and construed in  accordance  with the laws of the State of Delaware
November 14, 2000

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