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                                                                   EXHIBIT 10.3

                             SCHULER HOLDINGS, INC.

                            2000 STOCK INCENTIVE PLAN

              (AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 21, 2000)



                                  ARTICLE ONE

                               GENERAL PROVISIONS

         I.   PURPOSES OF THE PLAN

              A.  This 2000 Stock Incentive Plan (the "Plan") is hereby
amended and restated as of November 21, 2000 and is designed to promote the
interests of Schuler Holdings, Inc., a Delaware corporation (the
"Corporation"), by providing a method whereby eligible individuals may be
offered the opportunity to acquire a proprietary interest, or otherwise
increase their proprietary interest, in the Corporation as an incentive for
them to remain in the service of the Corporation (or its Parent Corporations
or Subsidiary Corporations or Affiliated Entities, each as defined below).

              B.  For purposes of the Plan, the following definitions shall
be applicable:

                  "Affiliated Entity" - Any entity other than a Subsidiary
         Corporation, if the Corporation and/or one or more Subsidiary
         Corporations own not less than 50% of such entity. For purposes of
         determining an individual's "Service," this definition shall include
         any entity other than a Subsidiary Corporation, if the Corporation, a
         Parent Corporation and/or one or more Subsidiary Corporations own not
         less than 50% of such entity.

                  "Parent Corporation" - Any corporation (other than the
         Corporation) in an unbroken chain of corporations ending with the
         Corporation shall be considered to be a Parent Corporation of the
         Corporation, provided each such corporation in the unbroken chain
         (other than the Corporation) owns, at the time of the determination,
         stock possessing fifty percent (50%) or more of the total combined
         voting power of all classes of stock in one of the other corporations
         in such chain.

                  "Schuler Holdings, Inc. Reorganization" - The Closing Date
         pursuant to and as defined by that certain Agreement and Plan of
         Reorganization, dated as of September 12, 2000, by and among Schuler
         Homes, Inc., Apollo Real Estate Investment Fund, L.P., Blackacre
         WPH, LLC, Highridge Pacific Housing Investors, L.P., AP WP Partners,
         L.P., AP Western GP Corporation, AP LHI, Inc. and Lamco Housing,
         Inc., pursuant to which the Corporation was formed.

                  "Subsidiary Corporation" - Each corporation (other than the
         Corporation) in an unbroken chain of corporations beginning with the
         Corporation shall be considered to be a subsidiary of the Corporation,
         provided each such corporation (other than the last corporation) in the
         unbroken chain owns, at the time of the determination, stock possessing
         fifty percent (50%) or more of the total combined voting power of all
         classes

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         of stock in one of the other corporations in such chain.

                  "10% Stockholder" - Any individual who is the owner of stock
         (as determined under Section 424(d) of the Internal Revenue Code)
         possessing more than 10% of the total combined voting power of all
         classes of stock of the Corporation or any one of its Parent
         Corporations or Subsidiary Corporations.

         II.  STRUCTURE OF THE PLAN.

              A.  OPTION PROGRAMS. The Plan shall be divided into two
separate components: the Discretionary Option Grant Program described in
Article Two and the Automatic Option Grant Program described in Article
Three. Under the Discretionary Option Grant Program, eligible individuals
may, at the discretion of the Plan Administrator, be granted options to
purchase shares of Class A Common Stock ("Common Stock") in accordance with
the provisions of Article Two. Under the Automatic Option Grant Program, each
eligible member of the Corporation's Board of Directors (the "Board") will
automatically receive an option grant to purchase shares of Common Stock in
accordance with the provisions of Article Three.

              B.  GENERAL PROVISIONS.  Unless the context clearly indicates
otherwise, the provisions of Articles One and Four of the Plan shall apply to
the Discretionary Option Grant Program and the Automatic Option Grant Program
and shall accordingly govern the interests of all individuals under the Plan.

         III. ADMINISTRATION OF THE PLAN.

              A.  The Plan shall be administered by a committee of two (2) or
more Board members appointed by the Board (the "Plan Administrator"). If no
committee has been approved, the entire Board shall serve as the Plan
Administrator. Plan Administrator members shall serve for such period of time
as the Board may determine and shall be subject to removal by the Board at
any time. The Board may also at any time terminate the functions of the Plan
Administrator and reassume all powers and authority previously delegated to
the Plan Administrator.

              B.  Effective with the Schuler Holdings, Inc. Reorganization,
the Plan Adminstrator shall consist either (i) of those individuals who shall
satisfy the requirements of Rule 16b-3 (or its successor) under the
Securities and Exchange Act of 1934 (the "1934 Act") as amended with respect
to awards to persons who are officers or directors of the Corporation under
Section 16 of the 1934 Act or (ii) of the Board itself. The Board may also
appoint one or more separate committees of the Board, each composed of one or
more directors of the Corporation who need not qualify under Rule 16b-3, who
may administer the Plan with respect to individuals who are not considered
officers or directors of the Corporation under Section 16 of the 1934 Act,
may make awards under the Plan to such individuals and may determine all
terms of such awards.

              C.  The Plan Administrator shall have full power and authority
(subject to the express provisions of the Plan) to establish such rules and
regulations as it may deem appropriate for the proper administration of the
Discretionary Option Grant Program and to make such determinations under the
Plan and any outstanding option as it may deem necessary or advisable.

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Decisions of the Plan Administrator shall be final and binding on all parties
with an interest in any outstanding option under the Plan.

              D.  Administration of the Automatic Option Grant Program shall
be self-executing in accordance with the express terms and conditions of
Article Three.

         IV.  ELIGIBILITY FOR OPTION GRANTS.

              A.  The persons eligible to participate in the Option Grant
Program under Article Two of the Plan shall be limited to the following:

                  (i)   officers and other key employees of the Corporation
(or its Parent Corporations or Subsidiary Corporations or Affiliated
Entities) who render services which contribute to the management, growth and
financial success of the Corporation (or its Parent Corporations or
Subsidiary Corporations or Affiliated Entities);

                  (ii)  non-employee members of the Board (or its Parent
Corporations or Subsidiary Corporations); and

                  (iii) those consultants or independent contractors who
provide valuable services to the Corporation (or its Parent Corporations or
Subsidiary Corporations or Affiliated Entities).

              B.  Individuals eligible to participate in the Automatic Option
Grant Program shall be (i) those individuals who are serving as non-employee
Board members on the Effective Date or who are first elected or appointed as
non-employee Board members after such date, whether through appointment by
the Board or election by the Corporation's stockholders, and (ii) those
individuals who continue to serve as non-employee Board members after one or
more Annual Stockholders Meetings held after the Effective Date.

              C.  The Plan Administrator shall have full authority to
determine which eligible individuals are to receive discretionary option
grants under the Plan, the number of shares to be covered by each such grant,
whether the granted option is to be an incentive stock option ("Incentive
Option") which satisfies the requirements of Section 422 of the Internal
Revenue Code or a non-statutory option not intended to meet such
requirements, the time or times at which each such option is to become
exercisable, and the maximum term for which the option is to remain
outstanding.

         V.   STOCK SUBJECT TO THE PLAN

              A.  Shares of the Corporation's Common Stock shall be available
for issuance under the Plan and shall be drawn from either the Corporation's
authorized but unissued shares of Common Stock or from reacquired shares of
Common Stock, including shares repurchased by the Corporation on the open
market. The maximum number of shares of Common Stock which may be issued over
the term of the Plan shall not exceed 2,000,000 shares.

              B.  No one person participating in the Plan may receive options
or separately exercisable stock appreciation rights for more than 500,000
shares of Common Stock in the aggregate in any calendar year.

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              C.  Shares of Common Stock subject to outstanding options shall
be available for subsequent issuance under the Plan to the extent (i) the
options expire or terminate for any reason prior to exercise or (ii) the
options are canceled in accordance with the cancellation-regrant provisions
of Article Two. Unvested shares issued under the Plan and subsequently
repurchased by the Corporation, at the original exercise price paid per
share, pursuant to the Corporation's repurchase rights under the Plan, shall
be added back to the number of shares of Common Stock reserved for issuance
under the Plan and shall accordingly be available for reissuance through one
or more subsequent options under the Plan. Shares subject to any stock
appreciation rights exercised under the Plan shall reduce on a
share-for-share basis the number of shares of Common Stock available for
subsequent issuance under the Plan. In addition, should the exercise price of
an option under the Plan be paid with shares of Common Stock or should shares
of Common Stock otherwise issuable under the Plan be withheld by the
Corporation in satisfaction of the withholding taxes incurred in connection
with the exercise of an option under the Plan, then the number of shares of
Common Stock available for issuance under the Plan shall be reduced by the
gross number of shares for which the option is exercised, and not by the net
number of shares of Common Stock issued to the holder of such option.

              D.  In the event any change is made to the Common Stock
issuable under the Plan by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without receipt of
consideration, then appropriate adjustments shall be made to (i) the number
and/or class of shares issuable under the Plan, (ii) the number and/or class
of shares for which any one person may be granted options or separately
exercisable stock appreciation rights under the Plan, (iii) the number and/or
class of shares and price per share in effect under each outstanding option
under the Plan and (iv) the number of shares of Common Stock and price per
share to be made the subject of each subsequent automatic option grant. The
purpose of such adjustments to the outstanding options shall be to preclude
the enlargement or dilution of rights and benefits under such options.

                                 ARTICLE TWO

                            OPTION GRANT PROGRAM

         I.  TERMS AND CONDITIONS OF OPTIONS

         Options granted pursuant to this Article Two shall be authorized by
action of the Plan Administrator and may, at the Plan Administrator's
discretion, be either Incentive Options or non-statutory options. Individuals
who are not employees of the Corporation or a Parent Corporation or
Subsidiary Corporation may only be granted non-statutory options under this
Article Two. Each option granted shall be evidenced by one or more
instruments in the form approved by the Plan Administrator. Each such
instrument shall, however, comply with the terms and conditions specified
below, and each instrument evidencing an Incentive Option shall, in addition,
be subject to the applicable provisions of Section II of this Article Two.
Prior to the Schuler Holdings, Inc. Reorganization and only to the extent
required by applicable law, options granted under this Article Two shall also
be subject to the provisions specified in Appendix A to this Plan.

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              A.  OPTION PRICE.

                                    (1) The option price shall become
immediately due upon exercise of the option and shall, subject to the
provisions of Section VI of this Article Two and the instrument evidencing
the grant, be payable as follows:

                           -        full payment in cash or check drawn to
                                    the Corporation's order;

                           -        full payment in shares of Common Stock held
                                    by the optionee for the requisite period
                                    necessary to avoid a charge to the
                                    Corporation's earnings for financial
                                    reporting purposes and valued at fair market
                                    value on the Exercise Date (as such term is
                                    defined below);

                           -        full payment through a combination of shares
                                    of Common Stock held by the optionee for the
                                    requisite period necessary to avoid a charge
                                    to the Corporation's earnings for financial
                                    reporting purposes and valued at fair market
                                    value on the Exercise Date and cash or cash
                                    equivalent; or

                           -        the option price may also be paid through
                                    a broker-dealer sale and  remittance
                                    procedure pursuant to which the optionee
                                    shall provide (I) irrevocable written
                                    instructions to a designated brokerage
                                    firm to effect the immediate sale of the
                                    purchased shares and remit to the
                                    Corporation, out of the sale proceeds
                                    available on the settlement date,
                                    sufficient funds to cover the aggregate
                                    option price payable for the purchased
                                    shares plus all applicable Federal and
                                    State income and employment taxes
                                    required to be withheld by the
                                    Corporation in connection with such
                                    purchase and (II) written instructions to
                                    the Corporation to deliver the
                                    certificates for the purchased shares
                                    directly to such brokerage firm in order
                                    to complete the sale transaction.

         For purposes of this subparagraph 1, the Exercise Date shall be the
date on which written notice of the option exercise is delivered to the
Corporation. Except to the extent the sale and remittance procedure is utilized
in connection with the exercise of the option, payment of the option price for
the purchased shares must accompany such notice.

                                    (2) The fair market value per share of
Common Stock on any relevant date under the Plan shall be determined in
accordance with the following provisions:

                           -        If the Common Stock is not at the time
                                    listed or admitted to trading on any
                                    national stock exchange but is traded in
                                    the over-the-counter market, the fair
                                    market value shall be the mean between
                                    the highest bid and lowest asked prices
                                    (or, if such information is available,
                                    the closing selling price) per share of
                                    Common Stock on the date in question in
                                    the over-the-counter market, as such
                                    prices are reported by the National
                                    Association of Securities Dealers on

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                                    the Nasdaq National Market or any
                                    successor system.  If there are no
                                    reported bid and asked prices (or closing
                                    selling price) for the Common Stock on
                                    the date in question, then the mean
                                    between the highest bid price and lowest
                                    asked price (or the closing selling
                                    price) on the last preceding date for
                                    which such quotations exist shall be
                                    determinative of fair market value.

                           -        If the Common Stock is at the time listed or
                                    admitted to trading on any national stock
                                    exchange, then the fair market value shall
                                    be the closing selling price per share of
                                    Common Stock on the date in question on the
                                    stock exchange determined by the Plan
                                    Administrator to be the primary market for
                                    the Common Stock, as such price is
                                    officially quoted in the composite tape of
                                    transactions on such exchange. If there is
                                    no reported sale of Common Stock on such
                                    exchange on the date in question, then the
                                    fair market value shall be the closing
                                    selling price on the exchange on the last
                                    preceding date for which such quotation
                                    exists.

                           -        If the Common Stock is at the time neither
                                    listed nor admitted to trading on any stock
                                    exchange nor traded in the over-the-counter
                                    market, then the fair market value shall be
                                    determined by the Plan Administrator after
                                    taking into account such factors as the Plan
                                    Administrator shall deem appropriate.

              B.  TERM AND EXERCISE OF OPTIONS.

         Each option granted under this Article Two shall be exercisable at such
time or times, during such period, and for such number of shares as shall be
determined by the Plan Administrator and set forth in the instrument evidencing
the option grant. No such option, however, shall have a maximum term in excess
of ten (10) years from the grant date. During the lifetime of the optionee, the
option shall be exercisable only by the optionee and shall not be assignable or
transferable by the optionee otherwise than by will or by the laws of descent
and distribution following the optionee's death. Non-statutory options may, to
the extent permitted by the Plan Administrator, be assigned in whole or in part
during the optionee's lifetime (i) as a gift to one or more members of the
optionee's immediate family, to a trust in which the optionee and/or one or more
such family members hold more than fifty percent (50%) of the beneficial
interest or to an entity in which the optionee and/or one or more such family
members hold more than fifty percent (50%) of the voting interests or (ii)
pursuant to a domestic relations order. The terms applicable to the assigned
portion shall be the same as those in effect for the option immediately prior to
such assignment and shall be set forth in such documents issued to the assignee
as the Plan Administrator may deem appropriate.


              C. TERMINATION OF SERVICE.

                                    (1) Except to the extent otherwise
provided pursuant to Section VII of this Article Two, the following
provisions shall govern the exercise period applicable to any options held by
the optionee at the time of cessation of Service (where "Service" means

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service to the Corporation (or its Parent Corporations or Subsidiary
Corporations or Affiliated Entities) as an employee, director, consultant or
independent contractor) or death.

                           -        Should the optionee cease to remain in
                                    Service for any reason other than death or
                                    permanent disability, then the period for
                                    which each outstanding option held by such
                                    optionee is to remain exercisable shall be
                                    limited to the three (3)-month period
                                    following the date of such cessation of
                                    Service.

                           -        In the event such Service terminates by
                                    reason of permanent disability (as defined
                                    in Section 22(e)(3) of the Internal Revenue
                                    Code), then the period for which each
                                    outstanding option held by the optionee is
                                    to remain exercisable shall be limited to
                                    the twelve (12)-month period following the
                                    date of such cessation of Service.

                           -        Should the optionee die while in Service or
                                    during the three (3)-month period following
                                    his or her cessation of Service, then the
                                    period for which each of his or her
                                    outstanding options is to remain exercisable
                                    shall be limited to the twelve (12)-month
                                    period following the date of the optionee's
                                    death. During such limited period, the
                                    option may be exercised by the personal
                                    representative of the optionee's estate or
                                    by the person or persons to whom the option
                                    is transferred pursuant to the optionee's
                                    will or in accordance with the laws of
                                    descent and distribution.

                           -        Under no circumstances, however, shall any
                                    such option be exercisable after the
                                    specified expiration date of the option
                                    term.

                           -        Each such option shall, during such limited
                                    exercise period, be exercisable for any or
                                    all of the shares for which the option is
                                    exercisable on the date of the optionee's
                                    cessation of Service. Upon the expiration of
                                    such limited exercise period or (if earlier)
                                    upon the expiration of the option term, the
                                    option shall terminate and cease to be
                                    exercisable.

                                    (2) The Plan Administrator shall have
complete discretion, exercisable either at the time the option is granted or
at any time while the option remains outstanding, to permit one or more
options held by the optionee under this Article Two to be exercised, during
the limited period of exercisability provided under subparagraph 1 above, not
only with respect to the number of shares for which each such option is
exercisable at the time of the optionee's cessation of Service but also with
respect to one or more subsequent installments of purchasable shares for
which the option would otherwise have become exercisable had such cessation
of Service not occurred.

                                    (3) For purposes of the foregoing
provisions of this Section I.C (and for all other purposes under the Plan):

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                           -        The optionee shall be deemed to remain in
                                    the Service of the Corporation for so long
                                    as such individual renders services on a
                                    periodic basis to the Corporation (or any
                                    Parent Corporation or Subsidiary Corporation
                                    or Affiliated Entity) in the capacity of an
                                    Employee, a non-employee member of the Board
                                    or a consultant or independent contractor.

                           -        The optionee shall be considered to be an
                                    "Employee" for so long as such individual
                                    remains in the employ of the Corporation or
                                    one or more of its Parent Corporations or
                                    Subsidiary Corporations or Affiliated
                                    Entity, subject to the control and
                                    direction of the employer entity not only
                                    as to the work to be performed but also
                                    as to the manner and method of performance.

              D. STOCKHOLDER RIGHTS.

         An optionee shall have no stockholder rights with respect to any shares
covered by the option until such individual shall have exercised the option,
paid the option price for the purchased shares and been issued a stock
certificate for such shares.

         II.  INCENTIVE OPTIONS

         The terms and conditions specified below shall be applicable to all
Incentive Options granted under this Article Two. Incentive Options may only
be granted to individuals who are employees of the Corporation or a parent or
subsidiary corporation. Options which are specifically designated as
"non-statutory" options when issued under the Plan shall not be subject to
such terms and conditions.

              A. OPTION PRICE.  The option price per share of the Common
Stock subject to an Incentive Option shall in no event be less than one
hundred percent (100%) of the fair market value of such Common Stock on the
grant date.

              B. DOLLAR LIMITATION. The aggregate fair market value
(determined as of the respective date or dates of grant) of the Common Stock
for which one or more options granted to any Employee under this Plan (or any
other Incentive Option grants by the Corporation or a Parent Corporation or
Subsidiary Corporation) may for the first time become exercisable as
incentive stock options under the Federal tax laws during any one calendar
year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). To
the extent the Employee was granted two or more such options which become
exercisable for the first time in the same calendar year, the foregoing
limitation on the exercisability of such options as incentive stock options
under the Federal tax laws shall be applied on the basis of the order in
which such options are granted.

              C. 10% STOCKHOLDER. For any Incentive Options granted to 10%
Stockholders, the option price per share shall not be less than one hundred
and ten percent (110%) of the fair market value per share of Common Stock on
the grant date, and the option term shall not exceed five (5) years, measured
from the grant date.

         Except as modified by the preceding provisions of this Section II, the
provisions of the

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Plan shall apply to all Incentive Options granted hereunder.

         III. CORPORATE TRANSACTIONS/CHANGES IN CONTROL

              A. In the event of any of the following stockholder approved
transactions (a "Corporate Transaction") with the exception of the Schuler
Holdings, Inc. Reorganization:

                  (i)   a merger or consolidation in which the Corporation is
not the surviving entity, except for a transaction the principal purpose of
which is to change the State of the Corporation's incorporation, or

                  (ii)  any reverse merger in which the Corporation is the
surviving entity but in which securities possessing more than fifty percent
(50%) of the total combined voting power of the Corporation's outstanding
securities are transferred to holders different from those who held such
securities immediately prior to such merger, then the exercisability of each
option outstanding under this Article Two shall automatically accelerate so
that each such option shall, immediately prior to the specified effective
date for the Corporate Transaction, become fully exercisable with respect to
the total number of shares of Common Stock at the time subject to such option
and may be exercised for all or any portion of such shares. However, an
outstanding option under this Article Two shall not so accelerate if and to
the extent: (i) such option is, in connection with the Corporate Transaction,
either to be assumed by the successor corporation or parent thereof or
replaced with a comparable option to purchase shares of the capital stock of
the successor corporation or parent thereof, (ii) such option is to be
replaced by a comparable cash incentive program of the successor corporation
based on the option spread at the time of the Corporate Transaction, or (iii)
the acceleration of such option is subject to other limitations imposed by
the Plan Administrator at the time of grant. The determination of
comparability under clause (i) or (ii) above shall be made by the Plan
Administrator, and its determination shall be final, binding and conclusive.

              B. Upon the consummation of the Corporate Transaction, all
outstanding options under this Article Two shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation or its
parent company.

              C. Each outstanding option under this Article Two which is
assumed in connection with the Corporate Transaction or is otherwise to
continue in effect shall be appropriately adjusted, immediately after such
Corporate Transaction, to apply and pertain to the number and class of
securities which would have been issuable, in consummation of such Corporate
Transaction, to an actual holder of the same number of shares of Common Stock
as are subject to such option immediately prior to such Corporate
Transaction. Appropriate adjustments shall also be made to the option price
payable per share, provided the aggregate option price payable for such
securities shall remain the same. In addition, the class and number of
securities available for issuance under the Plan following the consummation
of the Corporate Transaction shall be appropriately adjusted.

              D. The grant of options under this Article Two shall in no way
affect the right of the Corporation to adjust, reclassify, reorganize or
otherwise change its capital or business

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structure or to merge, consolidate, dissolve, liquidate or sell or transfer
all or any part of its business or assets.

              E. The Plan Administrator shall have the discretionary
authority, exercisable either in advance of any anticipated Change in Control
or at the time of an actual Change in Control, to provide for the automatic
acceleration of one or more outstanding options under this Article Two upon
the occurrence of the Change in Control. The Plan Administrator shall also
have full power and authority to condition any such option acceleration upon
the subsequent termination of the optionee's Service within a specified
period following the Change in Control.

              F. For purposes of this Section III, a Change in Control shall
be deemed to occur (with the exception of the Schuler Holdings, Inc.
Reorganization) in the event:

                   (i)  any person or related group of persons (other than
the Corporation or a person that directly or indirectly controls, is
controlled by, or is under common control with, the Corporation) directly or
indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 of
the 1934 Act) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Corporation's outstanding securities
pursuant to a tender or exchange offer; or

                   (ii) there is a change in the composition of the Board
over a period of twenty-four (24) consecutive months or less such that a
majority of the Board members (rounded up to the next whole number) cease, by
reason of one or more proxy contests for the election of Board members, to be
comprised of individuals who either (A) have been Board members continuously
since the beginning of such period or (B) have been elected or nominated for
election as Board members during such period by at least two-thirds of the
Board members described in clause (A) who were still in office at the time
such election or nomination was approved by the Board.

              G. Any options accelerated in connection with the Change in
Control shall remain fully exercisable until their expiration or earlier
termination of the option term.

              H. The exercisability as incentive stock options under the
Federal tax laws of any options accelerated under this Section III in
connection with a Corporate Transaction or Change in Control shall remain
subject to the dollar limitation of Section II.

         IV. CANCELLATION AND REGRANT OF OPTIONS

         The Plan Administrator shall have the authority to effect, at any
time and from time to time, with the consent of the affected optionees, the
cancellation of any or all outstanding options under this Article Two and to
grant in substitution new options under the Plan covering the same or
different numbers of shares of Common Stock but having an option price per
share not less than eighty-five percent (85%) of the fair market value of the
Common Stock on the new grant date (or one hundred percent (100%) of such
fair market value in the case of an Incentive Option).

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         V.   STOCK APPRECIATION RIGHTS

              A.  Provided and only if the Plan Administrator determines in
its discretion to implement the stock appreciation right provisions of this
Section V, one or more optionees may be granted the right, exercisable upon
such terms and conditions as the Plan Administrator may establish, to
surrender all or part of an unexercised option under this Article Two in
exchange for a distribution from the Corporation in an amount equal to the
excess of (i) the fair market value (on the option surrender date) of the
number of shares in which the optionee is at the time vested under the
surrendered option (or surrendered portion thereof) over (ii) the aggregate
option price payable for such vested shares.

              B.  No surrender of an option shall be effective hereunder
unless it is approved by the Plan Administrator. If the surrender is so
approved, then the distribution to which the optionee shall accordingly
become entitled under this Section V may be made in shares of Common Stock
valued at fair market value on the option surrender date, in cash, or partly
in shares and partly in cash, as the Plan Administrator shall in its sole
discretion deem appropriate.

              C.  If the surrender of an option is rejected by the Plan
Administrator, then the optionee shall retain whatever rights the optionee
had under the surrendered option (or surrendered portion thereof) on the
option surrender date and may exercise such rights at any time prior to the
later of (i) five (5) business days after the receipt of the rejection notice
or (ii) the last day on which the option is otherwise exercisable in
accordance with the terms of the instrument evidencing such option, but in no
event may such rights be exercised more than ten (10) years after the date of
the option grant.

              D.  One or more officers of the Corporation subject to the
short-swing profit restrictions of the Federal securities laws may, in the
Plan Administrator's sole discretion, be granted limited stock appreciation
rights in tandem with their outstanding options under this Article Two. Upon
the occurrence of a Hostile Take-Over, each outstanding option with such a
limited stock appreciation right shall automatically be canceled and the
optionee shall in return be entitled to a cash distribution from the
Corporation in an amount equal to the excess of (i) the Take-Over Price of
the shares of Common Stock at the time subject to the canceled option
(whether or not the option is otherwise at the time exercisable for such
shares) over (ii) the aggregate exercise price payable for such shares. The
cash distribution payable upon such cancellation shall be made within five
(5) days following the consummation of the Hostile Take-Over. Neither the
approval of the Plan Administrator nor the consent of the Board shall be
required in connection with such option cancellation and cash distribution.

              E.  For purposes of Section V.D, the following definitions
shall be in effect:

         A Hostile Take-Over shall be deemed to occur in the event any person
or related group of persons (other than the Corporation or a person that
directly or indirectly controls, is controlled by, or is under common control
with, the Corporation) directly or indirectly acquires beneficial ownership
(within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing
more than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities pursuant to a tender or exchange offer
which the Board does not recommend the Corporation's stockholders to accept.

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         The Take-Over Price per share shall be deemed to be equal to the
greater of (a) the fair market value per share on the date of cancellation, as
determined pursuant to the valuation provisions of Section I.A.3 of this Article
Two, or (b) the highest reported price per share paid in effecting such Hostile
Take-Over. However, if the canceled option is an Incentive Option, the Take-Over
Price shall not exceed the clause (a) price per share.

              F.  The shares of Common Stock subject to any option
surrendered or canceled for an appreciation distribution pursuant to this
Section V shall not be available for subsequent option grant under the Plan.

         VI.  LOANS OR GUARANTEE OF LOANS

         The Plan Administrator may assist any optionee (including any
officer) in the exercise of one or more outstanding options under this
Article Two by (a) authorizing the extension of a loan to such optionee from
the Corporation, (b) permitting the optionee to pay the option price for the
purchased Common Stock in installments over a period of years or (c)
authorizing a guarantee by the Corporation of a third-party loan to the
optionee. The terms of any loan, installment method of payment or guarantee
(including the interest rate and terms of repayment) will be established by
the Plan Administrator in its sole discretion. Loans, installment payments
and guarantees may be granted without security or collateral (other than to
optionees who are consultants or independent contractors, in which event the
loan must be adequately secured by collateral other than the purchased
shares), but the maximum credit available to the optionee shall not exceed
the sum of (i) the aggregate option price (less par value) of the purchased
shares plus (ii) any Federal and state income and employment tax liability
incurred by the optionee in connection with the exercise of the option.

         VII. EXTENSION OF EXERCISE PERIOD

         The Plan Administrator shall have full power and authority to extend
the period of time for which any option granted under this Article Two is to
remain exercisable following the optionee's cessation of Service or death
from the limited period in effect under Section I.C.1 of this Article Two to
such greater period of time as the Plan Administrator shall deem appropriate;
provided, however, that in no event shall such option be exercisable after
the specified expiration date of the option term.

                                ARTICLE THREE

                         AUTOMATIC OPTION GRANT PROGRAM

         I.   ELIGIBILITY

              A.  ELIGIBLE OPTIONEES.  The individuals eligible to receive
automatic option grants pursuant to the provisions of this Article Three
shall be limited to the following:

                   (i)  Each individual who is serving as a non-employee
member of the Board on the Effective Date; and

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                   (ii) Each individual who is first appointed or elected as
a non-employee Board member at any time after the Effective Date.

         II.  TERMS AND CONDITIONS OF AUTOMATIC OPTION GRANTS

              A. GRANT DATES.  Option grants will be made under this Article
Three on the dates specified below:

                   (i)   On the date of each Annual Stockholders Meeting held
after the Effective Date, beginning with the 2001 Annual Stockholders
Meeting, each individual who is at the time serving as a non-employee member
of the Board shall automatically be granted at that meeting, whether or not
such individual is standing for re-election as a Board member at that
particular meeting, a non-statutory option under the Plan to purchase 5,000
shares of Common Stock, provided such individual has served as a non-employee
Board member for at least six (6) months prior to the date of such meeting.

                   (ii)  In no event shall any non-employee Board member be
granted options to purchase greater than 50,000 shares of Common Stock in the
aggregate after the Effective Date of the Plan. The 5,000-share limitation on
the subsequent automatic option grants to be made to each non-employee Board
member shall be subject to periodic adjustment pursuant to the applicable
provisions of paragraph V.D of Article One.

              B.  EXERCISE PRICE.  The exercise price per share shall be
equal to one hundred percent (100%) of the fair market value per share of
Common Stock on the automatic grant date.

              C.  PAYMENT.  The exercise price shall be payable in one of the
alternative forms specified below:

                   (i)   full payment in cash or check made payable to the
Corporation's order;

                   (ii)  full payment in shares of Common Stock held for the
requisite period necessary to avoid a charge to the Corporation's reported
earnings and valued at fair market value on the Exercise Date (as such term
is defined below);

                   (iii) full payment in a combination of shares of Common
Stock held for the requisite period necessary to avoid a charge to the
Corporation's reported earnings and valued at fair market value on the
Exercise Date and cash or check payable to the Corporation's order; or

                   (iv)  the option price may also be paid through a
broker-dealer sale and remittance procedure pursuant to which the optionee
shall provide irrevocable written instructions (I) to the designated
broker-dealer to effect the immediate sale of the purchased shares and remit
to the Corporation, out of the sale proceeds an amount equal to the aggregate
option price payable for the purchased shares plus all applicable Federal and
State income and employment taxes required to be withheld by the Corporation
by reason of such purchase and (II) to the Corporation to deliver the
certificates for the purchased shares directly to such broker-dealer. For
purposes of this subparagraph, the Exercise Date shall be the date on which
written

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<PAGE>

notice of the option exercise is delivered to the Corporation, and the fair
market value per share of Common Stock on any relevant date shall be
determined in accordance with the provisions of paragraph I.A.3 of Article
Two. Except to the extent the sale and remittance procedure specified above
is utilized for the exercise of the option, payment of the exercise price for
the purchased shares must accompany such notice.

              D.  OPTION TERM.  Each automatic grant under this Article Three
shall have a maximum term of ten (10) years measured from the automatic grant
date.

              E.  EXERCISABILITY.  Each automatic option will become
exercisable with respect to 25% of the option shares upon completion of one
(1) year of Board service measured from the option grant date and with
respect to the balance of the option shares in a series of successive, equal
monthly installments over the thirty-six (36) month period thereafter,
provided the optionee remains in Board service through that date.

              F.  EFFECT OF TERMINATION OF BOARD MEMBERSHIP.

                   (1)  Should the optionee cease to be a Board member for
any reason (other than death) while holding an automatic option grant under
this Article Three, then such optionee shall have a six (6)-month period
following the date of such cessation of Board membership in which to exercise
such option for any or all of the vested shares of Common Stock for which the
option is exercisable at the time the optionee ceases service as a Board
member.

                   (2)  Should the optionee die while serving as a Board
member or during the six (6)-month period following his or her cessation of
Board service, then the option may subsequently be exercised, for any or all
of the vested shares of Common Stock for which the option is exercisable at
the time of the optionee's cessation of Board membership, by the personal
representative of the optionee's estate or by the person or persons to whom
the option is transferred pursuant to the optionee's will or in accordance
with the laws of descent and distribution. Any such exercise must, however,
occur within six (6) months after the date of the optionee's death.

                   (3)  In no event shall any automatic grant under this
Article Three remain exercisable after the specified expiration date of the
ten (10)-year option term. Upon the expiration of the applicable exercise
period in accordance with subparagraphs 1 and 2 above or (if earlier) upon
the expiration of the ten (10)-year option term, the automatic grant shall
terminate and cease to be exercisable.

                   G.  STOCKHOLDER RIGHTS.  The holder of an automatic option
grant under this Article Three shall have no stockholder rights with respect
to any shares covered by such option until such individual shall have
exercised the option, paid the exercise price for the purchased shares and
been issued a stock certificate for such shares.

                   H.  REMAINING TERMS.  The remaining terms and conditions
of each automatic option grant shall be as the terms in effect for option
grants made under the Option Grant Program.

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<PAGE>

         III. CORPORATE TRANSACTION/CHANGE IN CONTROL/HOSTILE
              TAKE-OVER

              A. In the event of a Corporate Transaction (as such term is
defined in Section III.A of Article Two), then the shares of Common Stock at
the time subject to each outstanding option but not otherwise vested shall
automatically vest in full so that each such option shall, immediately prior
to the specified effective date for the Corporate Transaction, become fully
exercisable for all of the shares of Common Stock at the time subject to such
option and may be exercised for all or any portion of such shares as
fully-vested shares of Common Stock. Upon the consummation of the Corporate
Transaction, all automatic option grants under this Article Three shall
terminate and cease to be outstanding.

              B. In connection with any Change in Control (as such term is
defined in Paragraph F of Section III of Article Two above), the shares of
Common Stock at the time subject to each outstanding option but not otherwise
vested shall automatically vest in full so that each such option shall,
immediately prior to the specified effective date for the Change in Control,
become fully exercisable for all of the shares of Common Stock at the time
subject to such option and may be exercised for all or any portion of such
shares as fully-vested shares of Common Stock.

              C. Upon the occurrence of a Hostile Take-Over, each outstanding
automatic option grant shall automatically be canceled in return for a cash
distribution from the Corporation in an amount equal to the excess of (i) the
Take-Over Price of the shares of Common Stock at the time subject to the
canceled option (whether or not the option is otherwise at the time
exercisable for such shares) over (ii) the aggregate exercise price payable
for such shares. The cash distribution payable upon such cancellation shall
be made within five (5) days following the consummation of the Hostile
Take-Over. Neither the approval of the Plan Administrator nor the consent of
the Board shall be required in connection with such option cancellation and
cash distribution.

              D. For purposes of this Article Three, Hostile Take-Over shall
have the meaning assigned to such term in paragraph V.E of Section III of
Article Two. The Take-Over Price per share shall be deemed to be equal to the
greater of (a) the fair market value per share on the date of cancellation,
as determined pursuant to the valuation provisions of paragraph I.A.2 of
Article Two, or (b) the highest reported price per share paid in effecting
such Hostile Take-Over.

              E. The shares of Common Stock subject to each option canceled
in connection with the Hostile Take-Over shall not be available for
subsequent issuance under this Plan.

              F. The automatic option grants outstanding under this Article
Three shall in no way affect the right of the Corporation to adjust,
reclassify, reorganize or otherwise change its capital or business structure
or to merge, consolidate, dissolve, liquidate or sell or transfer all or any
part of its business or assets.

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<PAGE>

                                  ARTICLE FOUR

                                  MISCELLANEOUS

         I.   AMENDMENT OF THE PLAN

         The Board shall have complete and exclusive power and authority to
amend or modify the Plan in any or all respects whatsoever. However, no such
amendment or modification shall, without the consent of the holders, adversely
affect rights and obligations with respect to options at the time outstanding
under the Plan. In addition, certain amendments may require stockholder approval
pursuant to applicable laws or regulations.

         II.  TAX WITHHOLDING

              A. The Corporation's obligation to deliver shares or cash upon
the exercise of stock options or stock appreciation rights granted under the
Plan shall be subject to the satisfaction of all applicable Federal, state
and local income and employment tax withholding requirements.

              B. The Plan Administrator may, in its discretion and upon such
terms and conditions as it may deem appropriate (including the applicable
safe-harbor provisions of Rule 16b-3 of the 1934 Act) provide any or all
holders of outstanding option grants under the Plan with the election to have
the Corporation withhold, from the shares of Common Stock otherwise issuable
upon the exercise of such options, one or more of such shares with an
aggregate fair market value equal to the designated percentage (any multiple
of 5% specified by the optionee) of the Federal and state withholding taxes
("Taxes") incurred in connection with the acquisition of such shares. In lieu
of such direct withholding, one or more optionees may also be granted the
right to deliver shares of Common Stock to the Corporation in satisfaction of
such Taxes. The withheld or delivered shares shall be valued at the fair
market value on the applicable determination date for such Taxes or such
other date required by the applicable safe-harbor provisions of Rule 16b-3 of
the 1934 Act.

         III. EFFECTIVE DATE AND TERM OF PLAN

              A. The Plan was originally effective on October 12, 2000 (the
"Effective Date"). Stockholders of the Corporation approved the Plan on
October 12, 2000. Stockholders approved this amended and restated Plan on
November 21, 2000. The Plan Administrator may grant options under the Plan at
any time before the date fixed herein for termination of the Plan.

              B. The Plan shall terminate upon the earlier of (i) the tenth
(10th) anniversary of the Effective Date or (ii) the date on which all shares
available for issuance under the Plan have been issued as vested shares
pursuant to the exercise of options granted under Article Two or Article
Three. If the date of termination is determined under clause (i) above, then
no options outstanding on such date shall be affected by the termination of
the Plan, and such securities shall thereafter continue to have force and
effect in accordance with the provisions of the stock option agreements
evidencing such options.

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<PAGE>


              C. Options may be granted under this Plan to purchase shares of
Common Stock in excess of the number of shares then available for issuance
under the Plan, provided each option granted is not to become exercisable, in
whole or in part, at any time prior to stockholder approval of an amendment
authorizing a sufficient increase in the number of shares issuable under the
Plan.

         IV. USE OF PROCEEDS

         Any cash proceeds received by the Corporation from the sale of
shares pursuant to options granted under the Plan shall be used for general
corporate purposes.

         V.  REGULATORY APPROVALS

         The implementation of the Plan, the granting of any option
hereunder, and the issuance of stock upon the exercise or surrender of any
such option shall be subject to the procurement by the Corporation of all
approvals and permits required by regulatory authorities having jurisdiction
over the Plan, the options granted under it and the stock issued pursuant to
it.

         VI. NO EMPLOYMENT/SERVICE RIGHTS

         Neither the action of the Corporation in establishing the Plan, nor
any action taken by the Plan Administrator hereunder, nor any provision of
the Plan shall be construed so as to grant any individual the right to remain
in the employ or service of the Corporation (or any Parent Corporation,
Subsidiary Corporation or Affiliated Entity) for any period of specific
duration, and the Corporation (or any Parent Corporation or Subsidiary
Corporation or Affiliated Entity retaining the services of such individual)
may terminate such individual's employment or service at any time and for any
reason, with or without cause.

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<PAGE>

                                   APPENDIX A

         Prior to the Schuler Holdings, Inc. Reorganization and only to the
extent required by applicable law, options granted under Article Two of the
Plan shall also be subject to the following provisions:

         EXERCISE PRICE. The exercise price for a non-statutory option shall
not be less than 85% of the fair market value (110% for 10% Stockholders) of
a share of the Corporation's Common Stock on the date of option grant.

         EXERCISABILITY. The right to exercise an option shall vest at least
as rapidly as 20% annually over a five-year period from the date of option
grant.

         TRANSFERABILITY OF OPTIONS. To the extent permitted by the Plan
Administrator, options may be transferred in whole or in part during the
optionee's lifetime only (i) by instrument to an inter vivos or testamentary
trust in which the options are to be passed to beneficiaries upon the death
of the tristor (settlor), or (ii) by gift to "immediate family" as that term
is defined in 17 C.F.R. 240.16a-1(e).

         FINANCIAL REPORTS. The Corporation shall furnish at least annually
to optionees the Corporation's summary financial information including a
balance sheet regarding the Corporation's financial condition and results of
operations, unless such optionees have duties with the Corporation that
assure them access to equivalent information. Such financial statements need
not be audited.

         VOTING RIGHTS. Shares issued pursuant to the exercise of options
granted under the Plan shall carry equal voting rights on
all matters where such vote is permitted by applicable law.

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