Exhibit 10.24


                          SUMMIT GLOBAL LOGISTICS, INC.

                         2007 MANAGEMENT INCENTIVE PLAN




                                   I. PURPOSES

         1.1 GENERAL.  The purposes of the Summit  Global  Logistics,  Inc. 2007
Management  Incentive  Plan (the "PLAN") are to retain and motivate the Eligible
Employees and Directors of Summit Global Logistics,  Inc. (the "COMPANY") or any
Parent or  Subsidiary  thereof  who have been  designated  by the  Committee  to
participate  in the Plan for a specified  Performance  Period by providing  them
with the  opportunity to earn incentive  payments based upon the extent to which
specified  performance  or other goals have been  achieved  or  exceeded  for an
applicable  Performance Period.  Additional definitions are contained in Article
II and certain other Sections of the Plan.

         1.2  STATUS  OF  COMPENSATION  FOR  "COVERED  EMPLOYEES"  AS  QUALIFIED
PERFORMANCE-BASED  COMPENSATION.  It is  intended  that all  amounts  payable to
Participants who are "covered employees" within the meaning of Section 162(m) of
the Code will constitute "qualified  performance-based  compensation" within the
meaning of U.S. Treasury regulations  promulgated  thereunder,  and the Plan and
the terms of any awards hereunder to such  Participants  shall be so interpreted
and construed to the maximum extent possible.  Notwithstanding  any provision of
the Plan to the contrary,  however, an individual Award Agreement, as defined in
Section 4.1(f) hereof,  may contain terms that do not comply with the "qualified
performance-based compensation" exception to the applicability of Section 162(m)
of the Code to the Individual  Award  Opportunity(ies)  granted  thereunder,  in
which  case  the  provisions  of  the  individual  Award  Agreement  shall  take
precedence  over the provisions of the Plan with respect to compliance with such
exception.

                           II.      CERTAIN DEFINITIONS

         2.1      "AFFILIATE" shall mean

                  (a)      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

                  (b)      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

<PAGE>

                           outstanding  securities or other equity  interests of
                           such Person.

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

         2.3      "BOARD" shall mean the Board of Directors of the Company.

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

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

         2.6      "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

                  (a)      material  act  of  dishonesty  with  respect  to  the
                           Business Entity that employs the Participant;

                  (b)      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

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

         2.7      "CODE"   shall   mean   the Internal  Revenue Code of 1986, as
amended.

         2.8      "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,  to
constitute a compensation  committee,  and which consists of two or more members
of the Board,  each of whom may be an "outside  director"  within the meaning of
Section 162(m) of the Code.  Notwithstanding  the foregoing,  in the case of any
Individual  Award  Opportunity  granted  to any  Participant  who is a  "covered
employee"  within the meaning of Section 162(m) of the Code, the Committee shall
consist  solely of two or more members of the Board who are "outside  directors"
within the meaning of such Section.

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

         2.10     "COMPANY"  shall  mean  Summit  Global  Logistics,  Inc.,  and
any successor thereto, and 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.

         2.11     "CONTROL"  (including  the terms  "Controlled  by" and  "under
common  Control  with") means the  possession,  directly or  indirectly  or as a
trustee or executor, of the power to


                                       2
<PAGE>

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.

         2.12     "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.

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

         2.14     "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 the Business Entity.

         2.15     "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.

         2.16     "EFFECTIVE DATE" shall mean January 1, 2007.

         2.17     "ELIGIBLE  EMPLOYEE"  shall mean an employee of the Company or
any Parent or Subsidiary  thereof,  but only if the employee is reported as such
in the payroll records of such Business Entity.

         2.18     "ERISA" shall mean the Employee Retirement Income Security Act
of 1974 as currently in effect, and as it may be amended from time to time.

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

         2.20     "FISCAL YEAR" shall mean the calendar year.

         2.21      "FUNDAMENTAL TRANSACTION"  shall mean that the Company shall,
directly or indirectly,  in one or more related transactions  effected after the
Effective Date:








                                       3
<PAGE>

                  (a)      consolidate or merge with or into (whether or not the
                           Company is the surviving corporation) another Person;

                  (b)      sell, assign,  transfer,  convey or otherwise dispose
                           of all or  substantially  all  of the  properties  or
                           assets of the Company to another Person;

                  (c)      be the  subject  of a  purchase,  tender or  exchange
                           offer  by  another  Person  that is  accepted  by the
                           holders of more than 50% of the outstanding shares of
                           voting stock of the Company; or

                  (d)      consummate  a  stock  purchase   agreement  or  other
                           business combination (including,  without limitation,
                           a  reorganization,   recapitalization,   spin-off  or
                           scheme or  arrangement)  with another  Person whereby
                           such other Person  acquires  more than the 50% of the
                           outstanding shares of Common Stock.

         In  addition,  a  "Fundamental  Transaction"  shall occur if, after the
Effective Date, any "person" or "group" (as these terms are used for purposes of
Sections  13(d) and 14(d) of the  Exchange  Act) shall  become  the  "beneficial
owner"  (as  defined  in  Rule  13d-3  under  the  Exchange  Act),  directly  or
indirectly,  of 50% of the aggregate ordinary voting power represented by issued
and outstanding Common Stock.

         2.22  "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:

                  (a)      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  2.22(a),  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;

                  (b)      any  failure  by  the  Business  Entity  to  pay  the
                           Participant  any  portion of the Base Salary to which
                           the  Participant is entitled under Section 2.2 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   notice  by  the
                           Participant  of such  acts or  omissions  and no less
                           than 30 days to cure the same;

                  (c)      without the Participant's prior written consent,  the
                           relocation   of   the   principal    place   of   the
                           Participant's  employment  to a  location  a  further
                           distance than the Business  Entity Location where the
                           individual  was  working  immediately  prior  to  the
                           relocation; or

                                       4
<PAGE>

                  (d)      a material  breach by the  Business  Entity of any of
                           the  material  provisions  of  this  Plan,  provided,
                           however,  that prior to any  termination  pursuant to
                           this Section 2.22(d),  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.

         2.23  "INDIVIDUAL  AWARD  OPPORTUNITY"  shall mean the  potential  of a
Participant  to receive an  incentive  payment  based on the extent to which the
applicable  performance or other goals for a Performance  Period shall have been
satisfied.  An Individual Award  Opportunity may be expressed in U.S. dollars or
pursuant to a formula that is consistent with the provisions of the Plan.

         2.24 "PARENT" shall mean a "parent  corporation," within the meaning of
Section 424(e) of the Code,  with respect to the Company or an entity,  directly
or indirectly, in Control of the Company.

         2.25 "PARTICIPANT" shall mean an Eligible Employee who is designated by
the Company to participate in the Plan for a Performance  Period,  in accordance
with Article III.

         2.26  "PERFORMANCE  PERIOD"  shall mean a one (1), two (2),  three (3),
four (4) or five (5) Fiscal Year period for which performance or other goals are
established pursuant to Article IV.

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

         2.28  "PLAN"  shall  mean  the  Summit  Global  Logistics,   Inc.  2007
Management  Incentive Plan, as set forth herein,  as it may be amended from time
to time.

         2.29 "QUALIFIED  SUCCESSOR"  shall have the meaning ascribed thereto in
the Employment Agreement or Director's  Agreement,  as applicable.  If such term
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.

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

         2.31  "SUBSIDIARY"  shall mean a "subsidiary  corporation,"  within the
meaning of  Section  424(f) of the Code,  with  respect  to the  Company,  or an
entity, directly or indirectly, Controlled by the Company.

                               III. ADMINISTRATION

         3.1 GENERAL.  The Plan shall be  administered  by the Committee,  which
shall have the full power and  authority to interpret,  construe and  administer
the Plan and any  Individual  Award  Opportunity  granted  hereunder  (including
reconciling  any  inconsistencies,  correcting  any defects and  addressing  any
omissions).

         3.2 POWERS AND RESPONSIBILITIES. The Committee shall have the following

                                       5
<PAGE>

discretionary powers, rights and responsibilities in addition to those described
in Section 3.1.

                  (a)      to  designate  within  the  Determination  Period the
                           Participants for a Performance Period;

                  (b)      to  establish  within  the  Determination  Period the
                           performance goals and other terms and conditions that
                           are to apply to each  Participant's  Individual Award
                           Opportunity;

                  (c)      to  determine in writing  prior to the payment  under
                           any Individual Award Opportunity that the performance
                           goals for a  Performance  Period  and other  material
                           terms applicable to the Individual Award  Opportunity
                           have been satisfied;

                  (d)      to   grant   Individual   Award   Opportunities   for
                           Participants who are not "covered  employees"  within
                           the meaning of Section  162(m) of the Code based upon
                           the  attainment  of  performance  goals  that  do not
                           constitute  "objective  performance goals" within the
                           meaning of Section 162(m) of the Code;

                  (e)      to adopt, revise,  suspend, waive or repeal, when and
                           as appropriate,  in its sole and absolute discretion,
                           such administrative rules,  guidelines and procedures
                           for the Plan as it deems  necessary  or  advisable to
                           implement the terms and conditions of the Plan.

         3.3 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 Individual Award  Opportunities  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.

                    IV. PERFORMANCE GOALS AND OTHER CRITERIA

         4.1      ESTABLISHING 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
                           substantially  uncertain  at the time  the  Committee
                           establishes  such goal  and/or  (ii) other  criteria,
                           including,  but not limited to, performance  criteria

                                       6
<PAGE>

                           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 Individual Award Opportunity.

                 (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, 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.  Subject to
                           Section 1.2 hereof,  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
                           Individual  Award  Opportunity  may be based  only on
                           performance  factors  that  are  compliant  with  the
                           requirements   of   Treasury    Regulation    Section
                           1.127-27(e)(2).  For this purpose, the factors listed
                           in  Section  4.1(b)  shall be deemed to be  compliant
                           with the requirements of such Treasury Regulation.

                 (d)       PARTICIPANTS  WHO ARE  NOT  COVERED  EMPLOYEES.  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


                                       7
<PAGE>

                           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).  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. 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)      SPECIFIC LEVELS OF PERFORMANCE. Each Individual Award
                           Opportunity that is based upon performance  shall set
                           forth specific levels of performance  required during
                           the  applicable  Performance  Period in order for the
                           Participant  to  be  eligible  for  payment  of  such
                           amounts.

                  (f)      AWARD  AGREEMENTS.  Each grant of an Individual Award
                           Opportunity  hereunder  shall be made  pursuant to an
                           award grant agreement ("Award Agreement").

         4.2  IMPACT  OF  EXTRAORDINARY  ITEMS OR  CHANGES  IN  ACCOUNTING.  The
measures utilized in establishing performance goals under the Plan for any given
Performance  Period shall be determined in accordance  with  generally  accepted
accounting principles ( "GAAP") and in a manner consistent with the methods used
in  the  Company's   audited  financial   statements,   without  regard  to  (i)
extraordinary  or other  nonrecurring  or unusual  items,  or  restructuring  or
impairment   charges,   as  determined  by  the  Company's   independent  public
accountants in accordance  with GAAP or (ii) changes in accounting,  unless,  in
each case, the Committee decides otherwise within the Determination Period.

                        V. INDIVIDUAL AWARD OPPORTUNITIES

         5.1  TERMS.  At  the  time  performance  goals  are  established  for a
Performance  Period,  the Committee  also shall  establish an  Individual  Award
Opportunity for each Participant or group of Participants,  which shall be based
on the achievement of one or more specified  targets of performance  goals.  The
targets  shall be expressed in terms of an objective  formula or standard  which
may, at the discretion of the Committee,  be based upon the  Participant's  Base
Salary or a multiple thereof.  Unless otherwise provided in the applicable Award
Agreement,  to the  extent  that any such  award is made to a  Covered  Employee
within the meaning of Section 162(m) of the Code, such formula or formulas shall
be fixed by the Committee not later than the later of (x) ninety (90) days after
the commencement of the performance period; or (y) the expiration of one-quarter
(1/4) of the performance period.

         5.2 INCENTIVE  PAYMENTS.  Payments under Individual Award Opportunities
shall be in cash and at the time  determined by the  Committee  after the end of
the Performance Period for which the Individual Award Opportunities are payable,
except that, to the extent that such Individual  Award  Opportunities  are based
upon  performance  criteria  that refer to or are  dependent  upon the Company's
financial  statements,  no such payment shall be due, and  Participants  have no
right to  payments,  unless  and  until  the  Committee,  based  (to the  extent

                                       8
<PAGE>

applicable)  on the Company's  audited  financial  statements  for the Company's
taxable year in which such Performance  Period ends (as prepared and reviewed by
the  Company's  independent  public  accountants),  has certified in writing the
extent to which the applicable  performance  goals for such  Performance  Period
have  been  satisfied.  Subject  to  Sections  5.3 and  5.4  hereof,  once  this
certification  is made by the  Committee,  the  Participant's  rights to payment
under any and all Individual Award Opportunities with respect to the Performance
Period  to  which  the   certification   applies   shall  be  fully  vested  and
non-forfeitable  for any reason.  Notwithstanding  any provision of this Plan to
the  contrary,   all  payments  to  a  Participant  under  an  Individual  Award
Opportunity  for a given  Performance  Period must be made to the Participant no
later than (i) the 15th day of the third month following the Participant's first
taxable year in which the Individual Award Opportunity is no longer subject to a
"substantial  risk for  forfeiture  " (within the meaning of Section 409A of the
Code) or (ii) the 15th day of the third month following the end of the Company's
fiscal year in which the Incentive  Award  Opportunity is no longer subject to a
"substantial  risk of  forfeiture"  (within the  meaning of Section  409A of the
Code).

         5.3 PAYMENTS OF ANNUAL  INDIVIDUAL AWARD  OPPORTUNITIES IN THE EVENT OF
DEATH,  DISABILITY,  TERMINATION  FOR CAUSE,  TERMINATION  OTHER THAN FOR CAUSE,
TERMINATION  FOR  GOOD  REASON,  TERMINATION  OTHER  THAN  FOR  GOOD  REASON  OR
RETIREMENT. Notwithstanding any provision of this Plan to the contrary, payments
in the  event  of the  occurrence  of any of  the  following  events  during  an
applicable one-Fiscal Year Performance Period shall be made as follows:

                  (a)      DEATH. In the event of a  Participant's  death during
                           an applicable one-Fiscal Year Performance Period, the
                           Individual   Award   Opportunity   payable   to   the
                           Participant  with  respect  to such  one-Fiscal  Year
                           Performance Period shall be forfeited in full.

                 (b)       DISABILITY.   In  the   event   of  a   Participant's
                           Disability  during  an  applicable   one-Fiscal  Year
                           Performance  Period, the Individual Award Opportunity
                           payable  to the  Participant  with  respect  to  such
                           one-Fiscal  Year  Performance  Period  shall  be  the
                           maximum  amount  payable  under the  Incentive  Award
                           Opportunity  for  that  one-Fiscal  Year  Performance
                           Period,  as determined by the Committee as of the end
                           of the one-Fiscal Year Performance Period, multiplied
                           by a fraction,  the  numerator of which is the number
                           of  full  consecutive  months  of  the  Participant's
                           employment  during the  one-Fiscal  Year  Performance
                           Period  prior  to  his  or her  Disability,  and  the
                           denominator of which is 12.  Whether the  Participant
                           has sustained a Disability shall be determined by the
                           Committee in its sole discretion,  but in good faith.
                           For this  purpose,  the  Committee  may  require  the
                           Participant to submit medical evidence of Disability;
                           provided,  however,  that any such requirement  shall
                           comply with the applicable requirements of the Health
                           Insurance Portability and Accountability Act of 1996,
                           as   amended.   Payment  of  any   Individual   Award
                           Opportunity   on   account   of   the   Participant's
                           Disability shall be made in a single lump sum.

                  (c)      TERMINATION   FOR   CAUSE.   In  the   event  of  the
                           Participant's termination of employment by a Business
                           Entity for Cause during an applicable one-


                                       9
<PAGE>

                           Fiscal Year Performance  Period, the Individual Award
                           Opportunity  granted to the Participant  with respect
                           to such one-Fiscal Year  Performance  Period shall be
                           immediately  forfeited in full. Whether a Participant
                           has  committed  an  act or  omitted  an  action  that
                           constitutes grounds for a termination for Cause shall
                           be   determined   by  the   Committee   in  its  sole
                           discretion, but in good faith.

                 (d)       TERMINATION OTHER THAN FOR CAUSE. In the event of the
                           Participant's termination of employment by a Business
                           Entity  other  than for Cause  during  an  applicable
                           one-Fiscal Year  Performance  Period,  the Individual
                           Award  Opportunity  payable to the  Participant  with
                           respect to such  one-Fiscal Year  Performance  Period
                           shall  be  the  maximum   amount  payable  under  the
                           Individual Award Opportunity for that one-Fiscal Year
                           Performance Period, as determined by the Committee as
                           of the end of the one-Fiscal Year Performance Period,
                           multiplied  by a fraction,  the numerator of which is
                           the  number  of  full   consecutive   months  of  the
                           Participant's  employment  during the one-Fiscal Year
                           Performance  Period  prior to his or her  termination
                           other than for Cause, and the denominator of which is
                           12. Any  Individual  Award  Opportunity  that becomes
                           payable on account of the  termination  of a Business
                           Entity's termination of the Participant's  employment
                           other than for Cause shall be payable  only after the
                           Committee  certifies that the applicable  performance
                           objective(s)  or other  criteria  with respect to the
                           Individual  Award  Opportunity  have been  satisfied.
                           Payment  of  any  Individual  Award   Opportunity  on
                           account   of   the   Participant's   termination   of
                           employment by a Business  Entity other than for Cause
                           shall be made in a single lump sum.

                 (e)       TERMINATION  BY PARTICIPANT  FOR GOOD REASON.  In the
                           event of the Participant's  termination of employment
                           for Good Reason during an applicable  one-Fiscal Year
                           Performance  Period, the Individual Award Opportunity
                           payable  to the  Participant  with  respect  to  such
                           one-Fiscal  Year  Performance  Period  shall  be  the
                           maximum  amount  payable under the  Individual  Award
                           Opportunity  for  that  one-Fiscal  Year  Performance
                           Period,  as determined by the Committee as of the end
                           of the one-Fiscal Year Performance Period, multiplied
                           by a fraction,  the  numerator of which is the number
                           of  full  consecutive  months  of  the  Participant's
                           employment  during the  one-Fiscal  Year  Performance
                           Period  prior  to  his or her  termination  for  Good
                           Reason,  and the  denominator of which is 12. Whether
                           the  Participant  has  sustained a Good Reason  event
                           shall  be  determined  by the  Committee  in its sole
                           discretion,  but in good faith.  Any Individual Award
                           Opportunity  that  becomes  payable on account of the
                           termination  of  employment  for Good Reason shall be
                           payable only after the Committee  certifies  that the
                           applicable performance objective(s) or other criteria
                           with respect to the Individual Award Opportunity have
                           been  satisfied.  Payment  of  any  Individual  Award
                           Opportunity   on   account   of   the   Participant's
                           termination  of  employment  for Good Reason shall be
                           made in a single lump sum.

                                       10
<PAGE>

                  (f)      TERMINATION  BY  PARTICIPANT   OTHER  THAN  FOR  GOOD
                           REASON. Subject to Section 5.3(g) of the Plan, in the
                           event of the Participant's  voluntary  termination of
                           employment  other  than for  Good  Reason  during  an
                           applicable  one-Fiscal Year Performance  Period,  the
                           Individual   Award   Opportunity   granted   to   the
                           Participant  with  respect  to such  one-Fiscal  Year
                           Performance Period shall be immediately  forfeited in
                           full.

                 (g)       RETIREMENT.   If  the   event   of  a   Participant's
                           Retirement during an applicable  Performance  Period,
                           the  Individual  Award  Opportunity  payable  to  the
                           Participant with respect to such  Performance  Period
                           shall  be  the  maximum   amount   payable  for  that
                           Performance Period, as determined by the Committee as
                           of the end of the Performance Period, multiplied by a
                           fraction,  the  numerator  of which is the  number of
                           full   consecutive   months   of  the   Participant's
                           employment during the Performance Period prior to his
                           or her termination on account of Retirement,  and the
                           denominator  of which  is 12.  Any  Individual  Award
                           Opportunity  that  becomes  payable on account of the
                           Participant's  Retirement shall be payable only after
                           the   Committee   certifies   that   the   applicable
                           performance   objective(s)  or  other  criteria  with
                           respect to the Individual Award Opportunity have been
                           satisfied.    Payment   of   any   Individual   Award
                           Opportunity   on   account   of   the   Participant's
                           Retirement shall be made in a single lump sum.

         5.4      SPECIAL MULTI-YEAR PERFORMANCE PERIOD PAYMENT RULES.

                  (a)      IN GENERAL.  Except as provided in Section 5.4 (b) or
                           (c)   hereof,   if   the   Participant's   employment
                           terminates  for  any  reason   whatsoever   during  a
                           Performance  Period  equaling  or  exceeding  two (2)
                           years and prior to the time  payment  with respect to
                           the applicable Individual Award Opportunity otherwise
                           would  be  made,  the  Individual  Award  Opportunity
                           payable  to the  Participant  with  respect  to  such
                           multi-year  Performance  Period shall be forfeited in
                           full.

                  (b)      DISABILITY.  Section  5.4(a)  shall  not apply if the
                           Participant's  termination  of  employment  occurs on
                           account of his or her  Disability on or after October
                           1 of the last Fiscal Year  comprising  a  Performance
                           Period equaling or exceeding two (2) years.

                 (c)       OCCURRENCE OF FUNDAMENTAL  TRANSACTION.  In the event
                           of a Fundamental Transaction,  the - Individual Award
                           Opportunity  payable to the Participant  with respect
                           to  the   Performance   Period   within   which   the
                           Fundamental  Transaction  occurs shall fully vest and
                           be payable to the  Participant in accordance with the
                           terms of the applicable  Award  Agreement;  provided,
                           however,   that   the   payment   shall  be  made  in
                           immediately available funds, from the proceeds of the
                           sale giving rise to the  Fundamental  Transaction (by
                           the Company in the case of a Fundamental  Transaction
                           occurring  )in a single  lump sum,  no later than ten
                           (10) days  following the  consummation  of all events
                           contemplated by the Fundamental Transaction.


                                       11
<PAGE>

         5.5 PAYMENTS AND  PARACHUTE  AWARDS.  Notwithstanding  any provision of
this Plan to the  contrary,  but subject to any  conflicting  provisions  in any
Participant's  Employment  Agreement,  if,  in  connection  with  a  Fundamental
Transaction,  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.

                                   VI. GENERAL

         6.1  EFFECTIVE  DATE AND TERM OF PLAN.  The Plan shall be effective for
Performance Periods beginning on or after the later of the date it is adopted by
the  Committee or the date it is approved by the Company's  stockholders  of the
Company  (the  "Effective  Date").  This Plan  shall  terminate  as of the tenth
anniversary of the Effective Date, unless  terminated  earlier by the Committee.
In the event that this Plan is not approved by the  stockholders of the Company,
this Plan shall be null and void.

         6.2  AMENDMENT  OR  TERMINATION  OF PLAN.  The  Committee  may amend or
terminate this Plan as it shall deem  advisable,  subject to any  requirement of
stockholder  approval required by applicable law, rule or regulation,  including
Section  162(m) of the Code.  Notwithstanding  any provision of this Plan to the
contrary, if a Business Entity has executed a definitive  acquisition or similar
agreement  pursuant  to which a  Fundamental  Transaction  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
Fundamental Transaction.

         6.3  NON-TRANSFERABILITY  OF AWARDS.  No award  under the Plan shall be
transferable  other  than by  will,  the laws of  descent  and  distribution  or
pursuant to beneficiary  designation procedures approved by the Company.  Except
to the  extent  permitted  by the  foregoing  sentence,  no  award  may be sold,
transferred,  assigned, pledged, hypothecated,  encumbered or otherwise disposed
of  (whether  by  operation  of law or  otherwise)  or be subject to  execution,
attachment  or similar  process.  Upon any  attempt to sell,  transfer,  assign,
pledge, hypothecate, encumber or otherwise dispose of any such award, such award
and all rights thereunder shall immediately become null and void.

         6.4 TAX WITHHOLDING AND DEDUCTIONS. The Company shall have the right to
require, prior to the payment of any amount pursuant to an award made hereunder,
payment by the Participant of any Federal,  state, local, foreign or other taxes
which may be required to be withheld or paid in connection  with such award.  It
is intended that the Company's  contributions  under the Plan will be deductible
to the Company  when  benefits  are received by the  Participant  under  Section
404(a)(5) of the Code, and the  Participant  shall be taxed on the benefits upon
actual receipt of payments under Section 61 of the Code.

         6.5 NO RIGHT OF PARTICIPATION  OR EMPLOYMENT.  No person shall have any
right  to  participate  in this  Plan.  Neither  this  Plan nor any  award  made
hereunder shall confer upon any person any right to continued  employment by the
Company or any Parent or Subsidiary thereof Company, or affect in any manner the
right of the  Company,  or any Parent or  Subsidiary  thereof to  terminate  the
employment of any person at any time without liability hereunder.


                                       12
<PAGE>

         6.6 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.

                  (a)  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.

                  (b) 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.

                  (c) 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.

         6.7  GOVERNING  LAW.  This  Plan  and  each  award  hereunder,  and all
determinations  made and  actions  taken  pursuant  thereto,  to the  extent not
otherwise  governed by the laws of the United  States,  shall be governed by the
laws of the State of New Jersey and  construed in accordance  therewith  without
giving effect to principles of conflicts of laws.

         6.8 OTHER PLANS. Neither the adoption of the Plan nor the submission of
the Plan to the Company's  stockholders for their approval shall be construed as
limiting the power of the Board or the  Committee to adopt such other  incentive
arrangements as it may otherwise deem appropriate.

         6.9 BINDING EFFECT.  The Plan shall be binding upon the Company and its
successors and assigns and the  Participants and their  Beneficiaries,  personal
representatives  and  heirs.  If the  Company  becomes  a party  to any  merger,
consolidation  or  reorganization,  then the Plan shall remain in full force and
effect as an obligation of the Company or its successors in interest, unless the
Plan is amended or terminated pursuant to Section 6.2.



                                       13
<PAGE>

         6.10 NO TRUST OR ERISA PLAN CREATED.  Nothing contained herein shall be
deemed to create a trust of any kind or create any fiduciary relationship. Funds
invested  hereunder  shall continue for all purposes to be a part of the general
funds of the Company and no person,  other than the Company,  shall by virtue of
the provisions of this Plan, have any interest in such funds. To the extent that
any person  acquires a right to receive  payments  from the  Company  under this
Plan,  such right shall be no greater  than the right of any  unsecured  general
creditor of the Company.  Further,  no provision of this Plan shall be construed
as subjecting the Plan, or any portion  thereof,  to any provisions of ERISA, it
being the express intention of the Company that this Plan be so construed.

APPROVALS

2007 MANAGEMENT INCENTIVE PLAN:

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












                                       14