<PAGE>

                                                                    Exhibit 10.1




                             MAIN STREET TRUST, INC.

                            2000 STOCK INCENTIVE PLAN





























<PAGE>


                             MAIN STREET TRUST, INC.
                            2000 STOCK INCENTIVE PLAN


SECTION 1.        PURPOSE OF THE PLAN.

         The MAIN STREET TRUST, INC. 2000 STOCK INCENTIVE PLAN (the "PLAN") is
intended to provide a means whereby directors, officers, employees, consultants
and advisors of MAIN STREET TRUST, INC., an Illinois corporation (the
"COMPANY"), and the Related Corporations may sustain a sense of proprietorship
and personal involvement in the continued development and financial success of
the Company and the Related Corporations, and to encourage them to remain with
and devote their best efforts to the business of the Company and the Related
Corporations, thereby advancing the interests of the Company and its
stockholders. Accordingly, the Company may permit certain directors, officers,
employees, consultants and advisors to acquire Shares or otherwise participate
in the financial success of the Company, on the terms and conditions established
herein.

SECTION 2.        DEFINITIONS.

         The following terms, when used herein and unless the context clearly
requires otherwise, shall have the following meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):

         (a)      "BOARD" means the board of directors of the Company.

         (b)      "CAUSE" means the commission of fraud, the misappropriation of
or intentional material damage to the property or business of the Company, the
material failure to fulfill the duties and responsibilities of a regular
position and/or comply with the Company's policies, rules or regulations, or the
conviction of a felony.

         (c)      "CHANGE OF CONTROL" means:

                  (i)      the consummation of the acquisition by any person (as
such term is defined in Section 13(d) or 14(d)(2) of the Exchange Act) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of thirty-three percent (33%) or more of the combined voting power
of the then outstanding voting securities of the Company other than through the
receipt of Shares pursuant to the Plan;

                  (ii)     the individuals who, as of the Effective Date, are
members of the Board cease for any reason to constitute a majority of the Board,
unless the election, or nomination for election by the stockholders of the
Company, of any new director was approved by a vote of a majority of the Board,
and such new director shall, for purposes of the Plan, be considered as a member
of the Board; or

                  (iii)    consummation by the Company of: (A) a merger or
consolidation if those who are stockholders of the Company, immediately before
such merger or consolidation,

<PAGE>

do not, as a result of such merger or consolidation, own, directly or
indirectly, more than sixty-seven percent (67%) of the combined voting power of
the then outstanding voting securities of the entity resulting from such merger
or consolidation in substantially the same proportion as their ownership of the
combined voting power of the voting securities of the Company outstanding
immediately before such merger or consolidation; or (B) a complete liquidation
or dissolution or an agreement for the sale or other disposition of all or
substantially all of the assets of the Company.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because thirty-three percent (33%) or more of the combined voting power
of the then outstanding securities of the Company are acquired by: (x) a trustee
or other fiduciary holding securities under one or more employee benefit plans
maintained for employees of the Company or a Related Corporation; or (y) any
corporation which, immediately prior to such acquisition, is owned directly or
indirectly by the stockholders of the Company in substantially the same
proportion as their ownership of stock of the Company immediately prior to such
acquisition.

         (d)      "CODE" means the Internal Revenue Code of 1986, as amended
from time to time, and the rules and regulations promulgated thereunder.

         (e)      "COMMITTEE" means a committee appointed by the Board to
administer the Plan, or if no Committee is appointed, the Board. Each member of
the Committee shall be (i) a "non-employee director" for purposes of Section 16
and Rule 16b-3 of the Exchange Act, and (ii) an "outside director" for purposes
of Section 162(m) of the Code, unless the Board has fewer than two (2) such
outside directors.

         (f)      "DISABILITY" means a physical or mental disability (within the
meaning of Section 22(e)(3) of the Code) which impairs the individual's ability
to substantially perform his or her current duties for a period of at least
twelve (12) consecutive months, as determined by the Committee.

         (g)      "EFFECTIVE DATE" means  _____________________________,  which
was the date that the Plan was adopted by the Board.

         (h)      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time, and the rules and regulations promulgated thereunder.

         (i)      "FAIR MARKET VALUE" means as of any date, the value of a share
of the Company's common stock determined as follows:

                  (i)      if such common stock is then quoted on the NASDAQ
National Market, its last reported sale price on the NASDAQ National Market on
such date or, if no such reported sale takes place on such date, the average of
the closing bid and asked prices;

                  (ii)     if such common stock is publicly traded and is then
listed on a national securities exchange, the last reported sale price on such
date or, if no such reported sale takes place on such date, the average of the
closing bid and asked prices on the principal national securities exchange on
which the common stock is listed or admitted to trading;

                                       2

<PAGE>

                  (iii)    if such common stock is publicly traded but is not
quoted on the NASDAQ National Market nor listed or admitted to trading on a
national securities exchange, the average of the closing bid and asked prices on
such date, as reported by The Wall Street Journal, for the over-the-counter
market; or

                  (iv)     if none of the foregoing is applicable, by the Board
of Directors of the Company in good faith.

         (j)      "INCENTIVE STOCK OPTION" means an award under the Plan that
satisfies the general requirements of Section 422 of the Code, namely: (i)
grantees must be employees; (ii) the exercise price may not be less than the
fair market value of the underlying Shares at the date of grant; (iii) no more
than $100,000 worth of Shares may become exercisable in any year; (iv) the
maximum duration of an award may be ten (10) years; (v) awards must be exercised
within three (3) months after termination of employment, except in the event of
Disability or death; and (vi) Shares received upon exercise must be retained for
the greater of two (2) years from the date of grant or one (1) year from the
date of exercise.

         (k)      "NONQUALIFIED OPTION" means an option award under the Plan
that is not an Incentive Stock Option.

         (l)      "RELATED CORPORATION" means any corporation, bank or other
entity which would be a parent or subsidiary corporation with respect to the
Company as defined in Section 424(e) or (f), respectively, of the Code.

         (m)      "RETIREMENT" means Termination of Service, other than for
Cause, after attainment of age sixty-five (65) for directors, officers,
employees, consultants and advisors.

         (n)      "RESTRICTED STOCK" means an award of Shares under the Plan
that are restricted as to transfer and subject to forfeiture.

         (o)      "RULE 16b-3" means Rule 16b-3 promulgated under the Exchange
Act, as amended from time to time.

         (p)      "SHARES" means shares of the common stock, $.01 par value per
share, of the Company.

         (q)      "STOCK APPRECIATION RIGHTS" means rights entitling the grantee
to receive the appreciation in the market value of a stated number of Shares.

         (r)      "SECURITIES ACT" means the Securities Act of 1933, as amended
from time to time, and the rules and regulations promulgated thereunder.

         (s)      "TERMINATION OF SERVICE" means the termination of a person's
status as a director, officer, employee, advisor or consultant of the Company or
a Related Corporation.

                                       3

<PAGE>

SECTION 3.        ADMINISTRATION OF THE PLAN.

         The Plan shall be administered by the Board, or a committee appointed
by the Board. The Board, or the Committee, as the case may be, shall have sole
authority to:

         (a)      select the directors,  officers, employees,  consultants and
advisors to whom awards shall be granted under the Plan;

         (b)      establish the amount and conditions of each such award;

         (c)      prescribe any legend to be affixed to certificates
representing such awards;

         (d)      interpret the Plan;

         (e)      correct any defect,  supply any omission,  or reconcile  any
inconsistency  in the Plan,  any award or any
agreement related thereto; and

         (f)      adopt such rules, regulations, forms and agreements, not
inconsistent with the provisions of the Plan, as it may deem advisable to carry
out the Plan.

All decisions made by the Board, or the Committee, as the case may be, in
administering the Plan shall be final.

SECTION 4.        SHARES SUBJECT TO THE PLAN.

         The aggregate number of Shares that may be obtained by directors,
officers, employees, consultants and advisors under the Plan shall be 2,000,000
Shares. Each person is eligible to receive awards with respect to an aggregate
maximum of 1,000,000 Shares over the term of the Plan. Any Shares that remain
unissued at the termination of the Plan shall cease to be subject to the Plan,
but until termination of the Plan, the Company shall at all times make available
sufficient Shares to meet the requirements of the Plan.

SECTION 5.        STOCK OPTIONS.

         (a)      TYPE OF OPTIONS. The Board may issue options that constitute
Incentive Stock Options to officers and employees and Nonqualified Options to
directors, officers, employees, consultants and advisors of the Company and the
Related Corporations; provided that such consultants and advisors render bona
fide services not in connection with the offer and sale of securities in a
capital-raising transaction. The grant of each option shall be confirmed by a
stock option agreement that shall be executed by the Company and the optionee as
soon as practicable after such grant. The stock option agreement shall expressly
state or incorporate by reference the provisions of the Plan and state whether
the option is an Incentive Stock Option or a Nonqualified Option.

         (b)      TERMS OF OPTIONS. Except as provided in paragraphs (c) and (d)
of this Section, each option granted under the Plan shall be subject to the
terms and conditions set forth by the Board in the stock option agreement
including, without limitation, option price, vesting schedule and option term.

                                       4

<PAGE>

         (c)      ADDITIONAL  TERMS  APPLICABLE  TO ALL  OPTIONS.  Each option
shall be subject to the  following  terms and conditions:

                  (i)      WRITTEN NOTICE. An option may be exercised only by
giving written notice to the Company specifying the number of Shares to be
purchased. The Committee may specify a reasonable minimum number of Shares that
may be purchased on any exercise of an option; provided that the minimum number
will not prevent the option holder from exercising an option for the full number
of Shares for which it is then exercisable.

                  (ii)     METHOD OF EXERCISE. Except as otherwise provided in
any written option agreement, the exercise price of an option shall be paid in
full (i) in cash; (ii) in Common Stock valued at its Fair Market Value on the
date of exercise, provided it has been owned by the optionee for at least six
(6) months prior to the exercise; (iii) in cash by an unaffiliated broker-dealer
to whom the holder of the option has submitted an exercise notice consisting of
a fully endorsed option; (iv) by agreeing to surrender SARs then exercisable by
him valued at their Fair Market Value on the date of exercise; (v) by such other
medium of payment as the Committee, in its discretion, shall authorize; or (vi)
by any combination of clauses (i) through (v) above, as the optionee shall
elect. In the case of payment pursuant to clauses (ii) through (v) above, the
optionee's election must be made on or prior to the date of exercise of the
option and must be irrevocable. In lieu of a separate election governing each
exercise of an option, an optionee may file a blanket election that shall govern
all future exercises of options until revoked by the optionee.

                  (iii)    TERM OF OPTION.  An option shall be exercisable as
provided under the Plan or by the Board.

                  (iv)     DISABILITY OR DEATH OF OPTIONEE. If an optionee's
Termination of Service occurs due to Retirement, Disability or death prior to
exercise in full of any options, he or she, or his or her beneficiary, executor,
administrator or personal representative, shall have the right to exercise the
options within a period of twelve (12) months after the date of such termination
to the extent that the right was exercisable at the date of such termination as
provided in the stock option agreement, or as may otherwise be provided by the
Board.

                  (v)      TRANSFERABILITY.  No option may be  transferred,
assigned or encumbered  by an optionee,  except: (a) by will or the laws of
descent and  distribution;  (b) by  gifting for the  benefit of  descendants
for estate  planning purposes; or (c) pursuant to a certified domestic relations
order.

         (d)      ADDITIONAL TERMS APPLICABLE TO INCENTIVE  OPTIONS.  Each
Incentive Option shall be subject to the following terms and conditions:

                  (i)      OPTION PRICE. The option price per Share shall be
100% of the fair market value of a Share on the date the option is granted.
Notwithstanding the preceding sentence, the option price per Share granted to an
individual who, at the time such option is granted, owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company (a "10% STOCKHOLDER") shall not be less than 110% of the fair market
value of a Share on the date the option is granted.

                                       5

<PAGE>

                  (ii)     TERM OF OPTION. No option may be exercised more than
ten (10) years after the date of grant. No option granted to a 10% Stockholder
may be exercised more than five (5) years after the date of grant.
Notwithstanding any other provisions hereof, no option may be exercised more
than three (3) months after the optionee terminates employment with the Company,
except in the event of death or Disability, in which case the option may be
exercised as provided in subparagraph (c)(iv) of this Section.

                  (iii)    ANNUAL EXERCISE LIMIT. The aggregate fair market
value of Shares which first become exercisable during any calendar year shall
not exceed $100,000. For purposes of the preceding sentence, the fair market
value of each Share shall be determined on the date the option with respect to
such Share is granted.

                  (iv)     TRANSFERABILITY. No option may be transferred,
assigned or encumbered by an optionee, except by will or the laws of descent and
distribution, and during the optionee's lifetime an option may only be exercised
by him or her.

                  (v)      NOTICE OF DISQUALIFYING DISPOSITIONS. If an optionee
sells or otherwise disposes of any Shares acquired pursuant to the exercise of
an Incentive Option on or before the later of (1) the date two (2) years after
the date of grant, and (2) the date one year after the exercise of the Incentive
Option (in either case, a "Disqualifying Disposition"), the optionee must
immediately notify the Company in writing of such disposition. The optionee may
be subject to income tax withholding by the Company on the compensation income
recognized by the optionee from the Disqualifying Disposition.

SECTION 6.        RESTRICTED STOCK AWARDS.

         (a)      GRANTS. An award of Restricted Stock under the Plan ("RSAS")
shall be evidenced by a written agreement in such form and consistent with the
Plan as the Board shall approve from time to time. A grantee can accept an RSA
only by signing and delivering to the Company a purchase agreement in such form
as the Board shall establish, and full payment of the purchase price, within
thirty (30) days from the date the RSA agreement was delivered to the grantee.
If the grantee does not accept the RSA in this manner within thirty (30) days,
then the offer of the RSA will terminate, unless the Committee determines
otherwise.

         (b)      RESTRICTION PERIOD. RSAs awarded under the Plan shall be
subject to such terms, conditions and restrictions as shall be determined by the
Board at the time of grant, including, without limitation: (i) prohibitions
against transfer; (ii) substantial risks of forfeiture; (iii) attainment of
performance objectives; and (iv) repurchase by the Company or right of first
refusal for such period or periods as shall be determined by the Board. The
Board shall have the power to permit, in its discretion, an acceleration of the
expiration of the applicable restriction period with respect to any part or all
of the RSAs awarded to a grantee.

         (c)      RESTRICTIONS UPON TRANSFER. RSAs awarded, and the right to
vote underlying Shares and to receive dividends thereon, may not be sold,
assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered
during the restriction period applicable to such Shares, except: (i) by will or
the laws of descent and distribution; (ii) by gifting for the benefit of
descendants for estate planning purposes; or (iii) pursuant to a certified
domestic relations order. Subject to the foregoing, and except as otherwise
provided in the Plan, the grantee shall

                                       6

<PAGE>


have all the other rights of a stockholder including, without limitation, the
right to receive dividends and the right to vote such Shares.

         (d)      LAPSE OF RESTRICTIONS. Each restricted stock agreement shall
specify the terms and conditions upon which any restrictions upon Shares awarded
under the Plan shall lapse, as determined by the Board. Upon the lapse of such
restrictions, Shares, free of the foregoing restrictive legend, shall be issued
to the grantee or his or her legal representative.

         (e)      TERMINATION PRIOR TO LAPSE OF RESTRICTIONS. In the event of a
grantee's Termination of Service prior to the lapse of restrictions applicable
to any RSAs awarded to such grantee, all Shares as to which there still remain
restrictions shall be forfeited by such grantee without payment of any
consideration to the grantee, and neither the grantee nor any successors, heirs,
assigns, or personal representatives of such grantee shall thereafter have any
further rights or interest in such Shares or certificates.

SECTION 7.        STOCK APPRECIATION RIGHTS.

         (a)      GRANTS. An award of Stock Appreciation Rights under the Plan
("SARS") may be granted separately or in tandem with or by reference to an
option granted prior to or simultaneously with the grant of such rights, to such
eligible directors, officers, employees, consultants and advisors as may be
selected by the Board, and shall be evidenced by a written agreement in such
form and consistent with the Plan as the Board shall approve from time to time.

         (b)      TERMS OF GRANT. SARs may be granted in tandem with or with
reference to a related option, in which event the grantee may elect to exercise
either the option or the SAR, but not both, as to the same Share subject to the
option and the SAR, or the SAR may be granted independently of a related option.
SARs shall not be transferable, except: (i) by will or the laws of descent and
distribution; (ii) by gifting for the benefit of descendants for estate planning
purposes; or (iii) pursuant to a certified domestic relations order.

         (c)      PAYMENT ON EXERCISE. Upon exercise of a SAR, the grantee shall
be paid the excess of the then fair market value of the number of Shares to
which the SAR relates over the fair market value of such number of Shares at the
date of grant of the SAR or of the related option, as the case may be. Such
excess shall be paid in cash or in such other form as the Board shall determine.

SECTION 8.        RIGHT OF FIRST REFUSAL

         (a)      RESTRICTIONS ON TRANSFER. As a condition to the receipt of any
award under this Plan and without the express prior written consent of the
Company, an owner of any Shares issued under the Plan ("PLAN SHARES") shall not
sell any Plan Shares without first complying with the terms of this Section. The
terms of this Section shall apply if any Shares issued under the Plan are not
readily tradable on an established market on the date an owner intends to sell
such Shares. Any owner of Plan Shares (the "OWNER") who receives a bona fide
offer to purchase all of any portion of the Owner's Plan Shares (the "OFFER")
shall first offer the Plan Shares to the Company in accordance with the terms of
this Section. The Owner shall give written notice to the Company stating that he
or she has received the Offer, stating the number

                                       7

<PAGE>

of Plan Shares to be sold, the name and address of the person(s) making the
Offer and the purchase price and terms of payment described in the Offer. The
Company or any assignee named by the Company shall have sixty (60) days to
exercise the Company's right to purchase the Plan Shares which are the subject
of the Offer. If the Company assigns such right to purchase, then such assignee
shall have all of the rights of the Company with respect to such right to
purchase as described in this Section. If neither the Company nor any assignee
of the Company decides to purchase the Plan Shares, the Owner may accept the
Offer and sell the Plan Shares, but only in strict accordance with the terms of
the Offer and only if consummated within sixty (60) days after the expiration of
the Company's and assignee's 60-day exercise period. If the Company decides to
purchase the Plan Shares, it may make payment to the Owner in a lump sum or, if
the lump sum exceeds $50,000, in substantially equal annual or more frequent
installments over a period not exceeding three (3) years in the discretion of
the Board. If a method of deferred payment is selected, the unpaid balance shall
earn interest at a rate that is substantially equal to the rate at which the
Company could borrow the amount due and shall be secured by a pledge of the Plan
Shares purchased or such other adequate security as agreed to by the Company and
the Owner. For purposes of this Section, the Owner shall include any person who
acquires Shares from any other person and for any reason; including, without
limitation, by gift, death or sale.

         (b)      LEGENDS.  Each  certificate  issued by the Company that
represents any Plan Shares shall bear the following legends:

         "This certificate and the shares represented hereby are subject to the
         terms and conditions (including forfeiture and restrictions against
         transfer) contained in the Main Street Trust, Inc. 2000 Stock Incentive
         Plan. Release from such terms and conditions shall be obtained only in
         accordance with the provisions of such Plan, a copy of which is on file
         in the office of the Secretary of said Company."

         "The shares represented by this certificate have not been registered
         under the Securities Act of 1933, as amended (the "Act"), or any
         applicable state law, and such shares may not be sold or otherwise
         transferred unless (a) they are registered under the Act and any
         applicable state law or (b) such sale or transfer is exempt from such
         registration."

SECTION 9.        AMENDMENT OR TERMINATION OF THE PLAN

         The Board may amend, suspend or terminate the Plan or any portion
thereof at any time, but (except as provided in SECTION 13 below) no amendment
shall be made without approval of the stockholders of the Company which shall:
(a) materially increase the aggregate number of Shares with respect to which
Incentive Stock Option awards may be made under the Plan; or (b) change the
class of persons eligible to receive Incentive Stock Option awards under the
Plan; PROVIDED, HOWEVER, that no amendment, suspension or termination shall
impair the rights of any individual, without his or her consent, in any award
theretofore made pursuant to the Plan.

                                       8

<PAGE>

SECTION 10.       TERM OF PLAN.

         The Plan shall be effective upon the date of its adoption by the Board;
provided that Incentive Stock Options may be granted only if the Plan is
approved by the stockholders within twelve (12) months before or after the date
of adoption by the Board. Unless sooner terminated under the provisions of
SECTION 9 above, options, RSAs and SARs shall not be granted under the Plan
after the expiration of ten (10) years from the Effective Date. However, awards
may be exercisable after the end of the term of the Plan.

SECTION 11.       RIGHTS AS STOCKHOLDER.

         Upon delivery of any Share to a director, officer, employee, consultant
or advisor, such person shall have all of the rights of a stockholder of the
Company with respect to such Share, including the right to vote such Share and
to receive all dividends or other distributions paid with respect to such Share.

SECTION 12.       MERGER OR CONSOLIDATION.

         In the event the Company is merged or consolidated with another
corporation and the Company is not the surviving corporation, the surviving
corporation may agree to exchange options and SARs issued under this Plan for
options and SARs (with the same aggregate option price) to acquire and
participate in that number of shares in the surviving corporation that have a
fair market value equal to the fair market value (determined on the date of such
merger or consolidation) of Shares that the grantee is entitled to acquire and
participate in under this Plan on the date of such merger or consolidation. In
the event of a Change of Control, options and SARs shall become immediately and
fully exercisable.

SECTION 13.       CHANGES IN CAPITAL AND CORPORATE STRUCTURE.

         The aggregate number of Shares and interests awarded and which may be
awarded under the Plan shall be adjusted to reflect a change in the outstanding
Shares of the Company by reason of a recapitalization, reclassification,
reorganization, stock split, reverse stock split, combination of shares, stock
dividend or similar transaction. The adjustment shall be made in an equitable
manner which will cause the awards and the economic benefits thereof to remain
unchanged as a result of the applicable transaction.

SECTION 14.       ASSUMPTION OF AWARDS BY THE COMPANY.

         The Company, from time to time, may substitute or assume outstanding
awards granted by it or another company, whether in connection with an
acquisition of another company or otherwise, by either (a) granting an Award
under the Plan in substitution of such other company's award, or (b) assuming
such award as if it had been granted under the Plan if the terms of such assumed
award could be applied to an Award granted under the Plan. Such substitution or
assumption shall be permissible if the holder of the substituted or assumed
award would have been eligible to be granted an Award under the Plan if the
other company had applied the rules of the Plan to such grant. In the event the
Company assumes an award granted by another company, the terms and conditions of
such award shall remain unchanged

                                       9

<PAGE>

(except that the exercise price and the number and nature of Shares issuable
upon exercise of any such option will be adjusted appropriately pursuant to
Section 424(a) of the Code). In the event the Company elects to grant a new
option rather than assuming an existing option, such new option may be granted
with a similarly adjusted exercise price.

SECTION 15.       SERVICE.

         An individual shall be considered to be in the service of the Company
or a Related Corporation as long as he or she remains a director, officer,
employee, consultant or advisor of the Company or such Related Corporation.
Nothing herein shall confer on any individual the right to continued service
with the Company or a Related Corporation or affect the right of the Company or
such Related Corporation to terminate such service.

SECTION 16.       WITHHOLDING OF TAX.

         (a)      GENERALLY. To the extent the award, issuance, vesting or
exercise of option, RSAs or SARs results in the receipt of compensation by a
director, officer, employee, consultant or advisor, the Company may require the
director, officer, employee, consultant or advisor to pay to the Company or the
grantee may authorize the Company to withhold a portion of any cash compensation
then or thereafter payable to such person, an amount, sufficient to satisfy
federal, state and local withholding tax requirements prior to the delivery of
any certificate for the Shares. If an award is to be paid in cash, the payment
will be net of an amount sufficient to satisfy such tax withholding obligations

         (b)      STOCK WITHHOLDING. To the extent a grantee incurs tax
liability in connection with the exercise or vesting of any Award that is
subject to tax withholding and the grantee is obligated to pay the Company the
amount required to be withheld, the Board may, in its sole discretion, allow the
grantee to satisfy the minimum withholding tax obligation by electing to have
the Company withhold from the Shares to be issued that number of Shares having a
Fair Market Value equal to the minimum amount required to be withheld,
determined on the date that the amount of tax to be withheld is to be
determined. All elections by a grantee to have Shares withheld for this purpose
shall be made in writing in a form acceptable to the Board.

SECTION 17.       DELIVERY AND REGISTRATION OF STOCK.

         The Company's obligation to deliver Shares with respect to an award
shall, if the Board so requests, be conditioned upon the receipt of a
representation as to the investment intention of the individual to whom such
Shares are to be delivered, in such form as the Board shall determine to be
necessary or advisable to comply with the provisions of the Securities Act or
any other federal, state or local securities legislation or regulation. It may
be provided that any representation requirement shall become inoperative upon a
registration of the Shares or other action eliminating the necessity of such
representation under securities legislation. The Company shall not be required
to deliver any Shares under the Plan prior to: (a) the admission of such Shares
to listing on any stock exchange on which Shares may then be listed, and (b) the
completion of such registration or other qualification of such Shares under any
state or federal law, rule or regulation, as the Board shall determine to be
necessary or advisable. The Plan is intended to comply with Rule 16b-3, if
applicable. Any provision of the Plan which is

                                       10

<PAGE>

inconsistent with said rule shall, to the extent of such inconsistency, be
inoperative and shall not affect the validity of the remaining provisions of the
Plan.






                                       11