Exhibit 10.1
                       WIN OR LOSE ACQUISITION CORPORATION
                            2000 INCENTIVE STOCK PLAN

1.     Purpose of the Plan

       This 2000  Incentive  Stock Plan is intended to promote the  interests of
Win or Lose Acquisition Corporation., a Delaware corporation (the "Company"), by
providing  the  employees of the Company,  who are largely  responsible  for the
management,  growth  and  protection  of the  business  of the  Company,  with a
proprietary interest in the Company.

2.     Definitions

       As used  in the  Plan,  the  following  definitions  apply  to the  terms
indicated below:

       (a) "Board of Directors" shall mean the Board of Directors of Win or Lose
Acquisition Corporation, a Delaware corporation.

       (b)  "Business   Combination"  shall  mean  a  transaction  of  the  type
contemplated by the Company's proposed Form S-1 registration statement under the
Securities  Act of 1933  which will be filed with the  Securities  and  Exchange
Commission during the month of December, 2000.

       (c)  "Cause,"  when  used  in  connection   with  the  termination  of  a
Participant's  employment  with the Company,  shall mean the  termination of the
Participant's  employment by the Company by reason of (i) the  conviction of the
Participant by a court of competent  jurisdiction  as to which no further appeal
can be taken of a crime involving moral turpitude; (ii) the proven commission by
the  Participant  of an act of fraud upon the  Company;  (iii) the  willful  and
proven  misappropriation  of  any  funds  or  property  of  the  Company  by the
Participant;  (iv)  the  willful,  continued  and  unreasonable  failure  by the
Participant  to perform  duties  assigned  to him and agreed to by him;  (v) the
knowing  engagement  by the  Participant  in any  direct,  material  conflict of
interest with the Company  without  compliance  with the  Company's  conflict of
interest  policy,  if any,  then in effect;  (vi) the knowing  engagement by the
Participant,  without the  written  approval  of the Board of  Directors  of the
Company,  in any  activity  which  competes  with the business of the Company or
which would  result in a material  injury to the  Company;  or (vii) the knowing
engagement in any activity  which would  constitute a material  violation of the
provisions  of the Company's  Policies and  Procedures  Manual,  if any, then in
effect.

       (d) "Cash Bonus" shall mean an award of a bonus  payable in cash pursuant
to Section 10 hereof.

       (e) "Change in Control" shall mean:

              (1) a  "change  in  control"  of the  Company,  as  that  term  is
       contemplated in the federal securities laws; or

              (2) the occurrence of any of the following events:

                  (A) any Person becomes, after the effective date of this Plan,
              the "beneficial owner" (as defined in Rule 13d-3 promulgated under
              the Exchange Act),  directly or  indirectly,  of securities of the
              Company  representing  20% or more of the combined voting power of
              the Company's  then  outstanding  securities;  provided,  that the
              acquisition of additional voting  securities,  after the effective
              date of this Plan, by any Person who is, as of the effective  date
              of this Plan, the beneficial owner, directly or indirectly, of 20%
              or  more  of the  combined  voting  power  of the  Company's  then
              outstanding securities, shall not constitute a "Change in Control"
              of the Company for purposes of this Section 2(d).

                  (B) a majority of  individuals  who are nominated by the Board
              of  Directors  for election to the Board of Directors on any date,
              fail to be  elected  to the  Board of  Directors  as a  direct  or
              indirect  result  of any proxy  fight or  contested  election  for
              positions on the Board of Directors, or

                  (C) the Board of Directors determines in its sole and absolute
              discretion that there has been a change in control of the Company.

       (f) "Code" shall mean the Internal  Revenue Code of 1986, as amended from
time to time.

       (g)  "Committee"  shall mean the  Compensation  Committee of the Board of
Directors or such other  committee as the Board of Directors  shall appoint from
time to time to administer the Plan.

       (h) "Common Stock" shall mean the Company's Common Stock, par value $.001
per share described in the Company's  Certificate of Incorporation as filed with
the Secretary of State of the State of Delaware on December 1, 2000.

       (i) "Company" shall mean Win or Lose Acquisition Corporation,  a Delaware
corporation, and each of its Subsidiaries, and its successors.

       (j)  "Exchange  Act" shall mean the  Securities  Exchange Act of 1934, as
amended from time to time.

       (k) "Fair  Market  Value" of a share of Common Stock on any date shall be
(i) the closing sales price on the immediately preceding business day of a share
of Common Stock as reported on the principal securities exchange on which shares
of  Common  Stock are then  listed  or  admitted  to  trading  or (ii) if not so
reported,  the average of the closing bid and asked prices for a share of Common
Stock on the  immediately  preceding  business  day as  quoted  on the  National
Association of Securities Dealers Automated Quotation System ("NASDAQ") or (iii)
if not quoted on NASDAQ,  the average of the closing bid and asked  prices for a
share of Common Stock as quoted by the National Quotation Bureau's "Pink Sheets"
or the National Association of Securities Dealers' OTC Bulletin Board System. If
the price of a share of Common Stock shall not be so  reported,  the Fair Market
Value of a share of Common  Stock shall be  determined  by the  Committee in its
absolute discretion.

       (l) "Incentive  Award" shall mean an Option, a share of Restricted Stock,
a share of Phantom  Stock,  a Stock Bonus or Cash Bonus granted  pursuant to the
terms of the Plan.

       (m) "Incentive  Stock Option" shall mean an Option which is an "incentive
stock  option"  within  the  meaning  of  Section  422 of the Code and  which is
identified  as an  Incentive  Stock  Option  in the  agreement  by  which  it is
evidenced.

       (n) "Issue  Date" shall mean the date  established  by the  Committee  on
which  certificates  representing  shares of Restricted Stock shall be issued by
the Company pursuant to the terms of Section 7(d) hereof.

       (o)  "Non-Qualified  Stock  Option"  shall mean an Option which is not an
Incentive Stock Option and which is identified as a  Non-Qualified  Stock Option
in the agreement by which it is evidenced.

       (p) "Option"  shall mean an option to purchase  shares of Common Stock of
the  Company  granted  pursuant  to  Section  6  hereof.  Each  Option  shall be
identified as either an Incentive Stock Option or a  Non-Qualified  Stock Option
in the agreement by which it is evidenced.

       (q) "Participant"  shall mean a full-time  employee of the Company who is
eligible to  participate  in the Plan and to whom an Incentive  Award is granted
pursuant to the Plan, and, upon his death, his successors,  heirs, executors and
administrators, as the case may be, to the extent permitted hereby.

       (r)  "Person"  shall mean a  "person,"  as such term is used in  Sections
13(d) and 14(d) of the  Exchange  Act, and the rules and  regulations  in effect
from time to time thereunder.

       (s) "Phantom Stock" shall represent the right to receive in cash the Fair
Market Value of a share of Common  Stock of the Company,  which right is granted
pursuant to Section 8 hereof and subject to the terms and  conditions  contained
therein.

       (t)  "Plan"  shall  mean  the Win or Lose  Acquisition  Corporation  2000
Incentive Stock Plan, as it may be amended from time to time.

       (u) "Qualified  Domestic Relations Order" shall mean a qualified domestic
relations  order as defined in the Code,  in Title I of the Employee  Retirement
Income  Security Act, or in the rules and  regulations  as may be in effect from
time to time thereunder.

       (v)  "Restricted  Stock"  shall  mean a share of  Common  Stock  which is
granted  pursuant  to the terms of  Section 7 hereof and which is subject to the
restrictions set forth in Section 7 (c) hereof for so long as such  restrictions
continue to apply to such share.

       (w)  "Securities  Act" shall mean the  Securities Act of 1933, as amended
from time to time.

       (x)  "Stock  Bonus"  shall  mean a grant of a bonus  payable in shares of
Common Stock pursuant to Section 9 hereof.

       (y) "Subsidiary" or "Subsidiaries" shall mean any and all corporations in
which at the pertinent  time the Company  owns,  directly or  indirectly,  stock
vested  with 50% or more of the total  combined  voting  power of all classes of
stock of such corporations within the meaning of Section 424(f) of the Code.

       (z) "Vesting  Date" shall mean the date  established  by the Committee on
which a share of Restricted Stock or Phantom Stock may vest.

3.     Stock Subject to the Plan

       Under the Plan, the Committee may grant to Participants (i) Options, (ii)
shares of Restricted  Stock,  (iii) shares of Phantom Stock,  (iv) Stock Bonuses
and (v) Cash Bonuses.

       The Committee may grant Options,  shares of Restricted  Stock,  shares of
Phantom  Stock and Stock  Bonuses  under  the Plan with  respect  to a number of
shares of Common  Stock  that in the  aggregate  at any time does not exceed the
lesser of (y) 750,000 shares of common stock, or (z) 10% of the number of shares
of common stock issued and  outstanding  immediately  after the  completion of a
Business  Combination.  The grant of a Cash Bonus shall not reduce the number of
shares of Common  Stock with  respect  to which  Options,  shares of  Restricted
Stock,  shares of Phantom Stock or Stock Bonuses may be granted  pursuant to the
Plan.

       If any  outstanding  Option  expires,  terminates  or is canceled for any
reason,  the shares of Common Stock subject to the  unexercised  portion of such
Option  shall  again be  available  for grant  under the Plan.  If any shares of
Restricted  Stock or Phantom  Stock,  or any shares of Common Stock granted in a
Stock Bonus are forfeited or canceled for any reason, such shares shall again be
available for grant under the Plan.

       Shares of Common  Stock  issued under the Plan may be either newly issued
or treasury shares, at the discretion of the Committee.

4.     Administration of the Plan

       The Plan shall be  administered  by a Committee of the Board of Directors
consisting  of two or  more  persons,  each of whom  shall  be a  "disinterested
person" within the meaning of Rule  16b-3(c)(2)(i)  promulgated under Section 16
of the  Exchange  Act.  The  Committee  shall  from time to time  designate  the
employees  of the Company who shall be granted  Incentive  Awards and the amount
and type of such Incentive Awards.

       The Committee shall have full authority to administer the Plan, including
authority to interpret  and construe any  provision of the Plan and the terms of
any Incentive  Award issued under it and to adopt such rules and regulations for
administering  the Plan as it may deem  necessary.  Decisions  of the  Committee
shall be final and binding on all parties.

       The Committee may, in its absolute  discretion (i) accelerate the date on
which any Option  granted  under the Plan becomes  exercisable,  (ii) extend the
date on which any Option granted under the Plan ceases to be exercisable,  (iii)
accelerate  the  Vesting  Date or Issue  Date,  or waive any  condition  imposed
pursuant to Section 7(b) hereof,  with respect to any share of Restricted  Stock
granted  under  the Plan and  (iv)  accelerate  the  Vesting  Date or waive  any
condition  imposed  pursuant to Section 8 hereof,  with  respect to any share of
Phantom Stock granted under the Plan.

       In  addition,  the  Committee  may,  in its  absolute  discretion,  grant
Incentive  Awards  to  Participants  on the  condition  that  such  Participants
surrender  to  the  Committee  for  cancellation  such  other  Incentive  Awards
(including, without limitation, Incentive Awards with higher exercise prices) as
the Committee  specifies.  Notwithstanding  Section 3 hereof,  Incentive  Awards
granted on the condition of surrender of outstanding  Incentive Awards shall not
count  against  the limits  set forth in such  Section 3 until Such time as such
Incentive Awards are surrendered.

       Whether  an  authorized  leave of  absence,  or absence  in  military  or
government  service,   shall  constitute  termination  of  employment  shall  be
determined by the Committee in its absolute discretion.

       No member of the Committee shall be liable for any action,  omission,  or
determination  relating to the Plan,  and the Company  shall  indemnify and hold
harmless each member of the Committee and each other director or employee of the
Company  to  whom  any  duty  or  power  relating  to  the   administration   or
interpretation  of the Plan  has been  delegated  from and  against  any cost or
expense  (including  attorneys'  fees) or liability  (including  any sum paid in
settlement  of a claim with the  approval of the  Committee)  arising out of any
action,  omission or determination relating to the Plan, unless, in either case,
such  action,  omission  or  determination  was  taken  or made by such  member,
director or employee in bad faith and without  reasonable  belief that it was in
the best interests of the Company.

5.     Eligibility

       The persons who shall be eligible to receive Incentive Awards pursuant to
the Plan shall be such full-time  employees of the Company as the Committee,  in
its absolute  discretion,  shall select from time to time.  Notwithstanding  the
generality  of the  foregoing,  no employee of the Company  shall be eligible to
receive  Incentive Awards pursuant to this Plan if the employee is also entitled
to receive an Incentive  Award under the terms of his employment  agreement with
the  Company,  or any  specialty  Incentive  Stock Plan  adopted  after the date
hereof,  unless such employment  agreement or specialty plan expressly  provides
otherwise.

6.     Options

       The Committee may grant Options pursuant to the Plan, which Options shall
be evidenced by agreements in such form as the Committee shall from time to time
approve.  Options  shall comply with and be subject to the  following  terms and
conditions:

       (a)    Identification of Options

       All Options  granted  under the Plan shall be clearly  identified  in the
agreement  evidencing  such  Options  as either  Incentive  Stock  Options or as
Non-Qualified Stock Options.

       (b)    Exercise Price

       The exercise  price of any  Non-Qualified  Stock Option granted under the
Plan shall be such price as the Committee  shall  determine on the date on which
such Non-Qualified Stock Option is granted; provided, that such price may not be
less than the minimum price required by law.  Except as provided in Section 6(d)
hereof,  the exercise price of any Incentive Stock Option granted under the Plan
shall be not less than 100% of the Fair Market  Value of a share of Common Stock
on the date on which such Incentive Stock Option is granted.

       (c)    Term and Exercise of Options

         (1) Each Option shall be exercisable on such date or dates, during such
       period  and for  such  number  of  shares  of  Common  Stock  as shall be
       determined  by the  Committee  on the day on which such Option is granted
       and set forth in the agreement evidencing the Option; provided,  however,
       that no Option shall be  exercisable  after the  expiration  of ten years
       from the date such Option was granted; and, provided,  further, that each
       Option   shall  be  subject  to  earlier   termination,   expiration   or
       cancellation as provided in the Plan.

         (2) Each Option shall be  exercisable  in whole or in part with respect
       to whole shares of Common Stock.  The partial exercise of an Option shall
       not cause the  expiration,  termination or  cancellation of the remaining
       portion thereof.  Upon the partial  exercise of an Option,  the agreement
       evidencing  such Option shall be returned to the  Participant  exercising
       such Option together with the delivery of the  certificates  described in
       Section 6(c)(5) hereof.

         (3) An Option shall be exercised by delivering  notice to the Company's
       principal office,  to the attention of its Secretary,  no fewer than five
       business days in advance of the effective date of the proposed  exercise.
       Such notice shall be accompanied by the agreement  evidencing the Option,
       shall  specify the number of shares of Common Stock with respect to which
       the Option is being  exercised  and the  effective  date of the  proposed
       exercise,  and shall be signed by the  Participant.  The  Participant may
       withdraw  such  notice at any time prior to the close of  business on the
       business day  immediately  preceding the  effective  date of the proposed
       exercise,  in  which  case  such  agreement  shall  be  returned  to  the
       Participant.  Payment  for  shares of  Common  Stock  purchased  upon the
       exercise  of an  Option  shall  be  made  on the  effective  date of such
       exercise either (i) in cash, by certified check,  bank cashier's check or
       wire transfer or (ii) subject to the approval of the Committee, in shares
       of Common Stock owned by the  Participant and valued at their Fair Market
       Value on the effective date of such  exercise,  or (iii) partly in shares
       of Common  Stock  with the  balance in cash,  by  certified  check,  bank
       cashier's  check or wire transfer.  Any payment in shares of Common Stock
       shall be effected by the delivery of such shares to the  Secretary of the
       Company,  duly  endorsed  in blank or  accompanied  by stock  powers duly
       executed in blank, together with any other documents and evidences as the
       Secretary of the Company shall require from time to time.

         (4)  Any  Option   granted  under  the  Plan  may  be  exercised  by  a
       broker-dealer  acting on behalf of a Participant if (i) the broker-dealer
       has  received  from  the  Participant  or the  Company  a  duly  endorsed
       agreement   evidencing  such  Option  and  instructions   signed  by  the
       Participant  requesting the Company to deliver the shares of Common Stock
       subject to such Option to the  broker-dealer on behalf of the Participant
       and  specifying  the account into which such shares  should be deposited,
       (ii) adequate  provision has been made with respect to the payment of any
       withholding  taxes due upon such exercise and (iii) the broker-dealer and
       the  Participant  have  otherwise  complied with Section  220.3(e)(4)  of
       Regulation T, 12 CFR Part 220.

         (5) Certificates for shares of Common Stock purchased upon the exercise
       of an Option shall be issued in the name of the Participant and delivered
       to the Participant as soon as practicable following the effective date on
       which the Option is  exercised;  provided,  however,  that such  delivery
       shall be effected for all  purposes  when a stock  transfer  agent of the
       Company shall have deposited such certificates in the United States mail,
       addressed to the Participant.

         (6) During the  lifetime of a  Participant  each Option  granted to him
       shall be  exercisable  only by him.  No  Option  shall be  assignable  or
       transferable  otherwise  than  by  will or by the  laws  of  descent  and
       distribution.

       (d)    Limitations on Grant of Incentive Stock Options

         (1) The  aggregate  Fair  Market  Value of shares of Common  Stock with
       respect to which "incentive stock options" (within the meaning of Section
       422,  without regard to Section 422(d) of the Code) are  exercisable  for
       the first time by a  Participant  during any calendar year under the Plan
       (and any other stock option plan of the Company, or any subsidiary of the
       Company  shall not  exceed  $100,000.  Such Fair  Market  Value  shall be
       determined  as of the date on which each such  Incentive  Stock Option is
       granted.  If such  aggregate  Fair Market Value of shares of Common Stock
       underlying such Incentive Stock Options exceeds $100,000,  then Incentive
       Stock Options granted hereunder to such Participant  shall, to the extent
       and in the order required by Regulations  promulgated  under the Code (or
       any other authority  having the force of  Regulations),  automatically be
       deemed  to be  Non-Qualified  Stock  Options,  but all  other  terms  and
       provisions of such Incentive Stock Options shall remain unchanged. In the
       absence of such Regulations  (and authority),  or if such Regulations (or
       authority)  require or permit a  designation  of the options  which shall
       cease to constitute  Incentive  Stock  Options,  Incentive  Stock Options
       shall,  to the extent of such  excess and in the order in which they were
       granted,  automatically be deemed to be Non-Qualified Stock Options,  but
       all other terms and  provisions  of such  Incentive  Stock  Options shall
       remain unchanged.

         (2) No Incentive  Stock Option may be granted to an  individual  if, at
       the  time of the  proposed  grant,  such  individual  owns,  directly  or
       indirectly (based on the attribution rules in Section 424(d) of the Code)
       stock possessing more than ten percent of the total combined voting power
       of all classes of stock of the Company or any of its subsidiaries, unless
       (i) the exercise price of such Incentive Stock Option is at least 110% of
       the  Fair  Market  Value  of a share of  Common  Stock  at the time  such
       Incentive Stock Option is granted and (ii) such Incentive Stock Option is
       not  exercisable  after the  expiration  of five years from the date such
       Incentive Stock Option is granted.

       (e)    Effect of Termination of Employment

         (1) If the employment of a Participant with the Company shall terminate
       for any reason other than Cause,  "permanent and total disability (within
       the  meaning  of  Section  22(e)(3)  of the  Code)  or the  death  of the
       Participant (i) Options granted to such  Participant,  to the extent that
       they  were  exercisable  at the time of such  termination,  shall  remain
       exercisable until the expiration of one month after such termination,  on
       which  date  they  shall  expire,   and  (ii)  Options  granted  to  such
       Participant,  to the extent that they were not exercisable at the time of
       such  termination,  shall  expire at the close of business on the date of
       such termination;  provided, however, that no Option shall be exercisable
       after the expiration of its term.

         (2) If the employment of a Participant with the Company shall terminate
       as a result of the "permanent and total disability (within the meaning of
       Section  22(e)(3)  of  the  Code)  of  the  Participant,   the  voluntary
       retirement of the Participant in accordance with the Company's retirement
       policy  as then in effect or the  death of the  Participant  (i)  Options
       granted to such Participant,  to the extent that they were exercisable at
       the  time  of  such  termination,  shall  remain  exercisable  until  the
       expiration of one year after such  termination,  on which date they shall
       expire, and (ii) Options granted to such Participant,  to the extent that
       they were not exercisable at the time of such  termination,  shall expire
       at the  close  of  business  on the date of such  termination;  provided,
       however,  that no Option shall be exercisable after the expiration of its
       term.

         (3) In the event of the termination of a  Participant's  employment for
       Cause, all outstanding  Options granted to such Participant  shall expire
       at the commencement of business on the date of such termination.

       (f) Acceleration of Exercise Date Upon Change in Control

       Upon the occurrence of a Change in Control, each Option granted under the
Plan and outstanding at such time shall become fully and immediately exercisable
and shall remain  exercisable until its expiration,  termination or cancellation
pursuant to the terms of the Plan.

7.     Restricted Stock

       The Committee may grant shares of Restricted  Stock pursuant to the Plan.
Each grant of shares of  Restricted  Stock shall be evidenced by an agreement in
such form as the Committee shall from time to time approve. Each grant of shares
of Restricted  Stock shall comply with and be subject to the following terms and
conditions:

       (a)    Issue Date and Vesting Date

       At the time of the grant of shares of  Restricted  Stock,  the  Committee
shall establish an Issue Date or Issue Dates and a Vesting Date or Vesting Dates
with respect to such shares.  The  Committee may divide such shares into classes
and assign a different Issue Date and/or Vesting Date for each class.  Except as
provided in Sections 7(c) and 7(f) hereof, upon the occurrence of the Issue Date
with respect to a share of Restricted  Stock, a share of Restricted  Stock shall
be issued in accordance  with the  provisions  of Section 7(d) hereof.  Provided
that all  conditions  to the  vesting  of a share of  Restricted  Stock  imposed
pursuant  to Section  7(b)  hereof are  satisfied,  and  except as  provided  in
Sections  7(c) and 7(f)  hereof,  upon the  occurrence  of the Vesting Date with
respect  to a  share  of  Restricted  Stock,  such  share  shall  vest  and  the
restrictions of Section 7(c) hereof shall cease to apply to such share.

       (b)    Conditions to Vesting

       At the time of the grant of shares of Restricted Stock, the Committee may
impose such  restrictions or conditions,  not  inconsistent  with the provisions
hereof,  to the vesting of such shares as it in its  absolute  discretion  deems
appropriate.  By way of example and not by way of limitation,  the Committee may
require,  as a  condition  to the  vesting  of any class or classes of shares of
Restricted   Stock,   that  the  Participant  or  the  Company  achieve  certain
performance criteria, such criteria to be specified by the Committee at the time
of the grant of such shares.

       (c)    Restrictions on Transfer Prior to Vesting

       Prior to the  vesting of a share of  Restricted  Stock,  no transfer of a
Participant's   rights  with  respect  to  such  share,   whether  voluntary  or
involuntary,  by operation of law or otherwise,  shall vest the transferee  with
any interest or right in or with respect to such share, but immediately upon any
attempt to  transfer  such  fights,  such share,  and all of the rights  related
thereto,  shall be forfeited by the  Participant and the transfer shall be of no
force or effect.

       (d)    Issuance of Certificates

         (1) Except as  provided  in Sections  7(c) or 7(f)  hereof,  reasonably
       promptly after the Issue Date with respect to shares of Restricted Stock,
       the Company shall cause to be issued a stock  certificate,  registered in
       the name of the Participant to whom such shares were granted,  evidencing
       such shares: provided, that the Company shall not cause to be issued such
       a stock  certificates  unless it has received a stock power duly endorsed
       in blank with respect to such shares.  Each such stock  certificate shall
       bear the following legend:

       The   transferability  of  this  certificate  and  the  shares  of  stock
represented  hereby  are  subject  to the  restrictions,  terms  and  conditions
(including forfeiture and restrictions against transfer) contained in the Win or
Lose Acquisition  Corporation 2000 Incentive Stock Plan and an Agreement entered
into  between the  registered  owner of such shares and Win or Lose  Acquisition
Corporation.  A copy of the Plan and  Agreement  is on file in the office of the
Secretary of Win or Lose Acquisition Corporation.

       Such legend shall not be removed  from the  certificate  evidencing  such
       shares until such shares vest pursuant to the terms hereof.

         (2) Each  certificate  issued  pursuant to  Paragraph 7 (d)(1)  hereof,
       together with the stock powers relating to the shares of Restricted Stock
       evidenced by such certificate,  shall be held by the Company. The Company
       shall issue to the Participant a receipt evidencing the certificates held
       by it which are registered in the name of the Participant.

       (e)    Consequences Upon Vesting

       Upon the  vesting of a share of  Restricted  Stock  pursuant to the terms
hereof,  the  restrictions  of Section  7(c) hereof shall cease to apply to such
share.  Reasonably  promptly after a share of Restricted Stock vests pursuant to
the terms  hereof,  the Company  shall cause to be issued and  delivered  to the
Participant  to whom such shares were  granted,  a certificate  evidencing  such
share, free of the legend set forth in Paragraph 7 (d)(1) hereof,  together with
any other property of the Participant  held by Company  pursuant to Section 7(d)
hereof, provided, however, that such delivery shall be effected for all purposes
when the Company shall have deposited such certificate and other property in the
United States mail, addressed to the Participant.

       (f)    Effect of Termination of Employment

         (1) If the employment of a Participant with the Company shall terminate
       for any  reason  other  than  Cause  prior to the  vesting  of  shares of
       Restricted Stock granted to such  Participant,  a portion of such shares,
       to the extent not  forfeited or canceled on or prior to such  termination
       pursuant  to any  provision  hereof,  shall  vest  on the  date  of  such
       termination.  The portion referred to in the preceding  sentence shall be
       determined  by the  Committee  at the time of the grant of such shares of
       Restricted  Stock and may be based on the  achievement  of any conditions
       imposed by the Committee with respect to such shares  pursuant to Section
       7(b). Such portion may equal zero.

         (2) In the event of the termination of a  Participant's  employment for
       Cause, all shares of Restricted  Stock granted to such Participant  which
       have not vested as of the date of such termination  shall  immediately be
       forfeited.

       (g)    Effect of Change in Control

       Upon the  occurrence  of a Change in  Control,  all shares of  Restricted
Stock which have not theretofore  vested  (including those with respect to which
the Issue Date has not yet occur-red) shall immediately vest.

8.     Phantom Stock

       The  Committee  may grant shares of Phantom  Stock  pursuant to the Plan.
Each grant of shares of Phantom Stock shall be evidenced by an agreement in such
form as the Committee  shall from time to time approve.  Each grant of shares of
Phantom  Stock  shall  comply  with and be  subject to the  following  terms and
conditions:


       (a)    Vesting Date

       At the time of the grant of shares of Phantom Stock,  the Committee shall
establish  a Vesting  Date or Vesting  Dates with  respect to such  shares.  The
Committee  may divide such shares  into  classes and assign a different  Vesting
Date for each class.  Provided that all  conditions to the vesting of a share of
Phantom Stock imposed pursuant to Section 8(c) hereof are satisfied,  and except
as provided in Section 8(d) hereof, upon the occurrence of the Vesting Date with
respect to a share of Phantom Stock, such share shall vest.

       (b)    Benefit Upon Vesting

       Upon the  vesting of a share of Phantom  Stock,  a  Participant  shall be
entitled  to  receive  in cash,  within 90 days of the date on which  such share
vests,  an amount in cash in a lump sum equal to the sum of (i) the Fair  Market
Value of a share of Common  Stock of the Company on the date on which such share
of Phantom Stock vests and (ii) the aggregate amount of cash dividends paid with
respect to a share of Common Stock of the Company  during the period  commencing
on the date on which the share of Phantom Stock was granted and  terminating  on
the date on which such share vests.

       (c)    Conditions to Vesting

       At the time of the grant of shares of Phantom  Stock,  the  Committee may
impose such  restrictions or conditions,  not  inconsistent  with the provisions
hereof,  to the vesting of such shares as it, in its absolute  discretion  deems
appropriate.  By way of example and not by way of limitation,  the Committee may
require,  as a  condition  to the  vesting  of any class or classes of shares of
Phantom Stock,  that the Participant or the Company achieve certain  performance
criteria,  such  criteria to be  specified  by the  Committee at the time of the
grant of such shares.

       (d)    Effect of Termination of Employment

         (1) If the employment of a Participant with the Company shall terminate
       for any reason other than Cause prior to the vesting of shares of Phantom
       Stock granted to such Participant a portion of such shares, to the extent
       not forfeited or canceled on or prior to such termination pursuant to any
       provision hereof, shall vest on the date of such termination. The portion
       referred  to in  the  preceding  sentence  shall  be  determined  by  the
       Committee  at the time of the grant of such  shares of Phantom  Stock and
       may  be  based  on  the  achievement  of any  conditions  imposed  by the
       Committee  with  respect to such shares  pursuant to Section  8(c).  Such
       portion may equal zero.

         (2) In the event of the termination of a  Participant's  employment for
       Cause, all shares of Phantom Stock granted to such Participant which have
       not  vested  as of the  date of such  termination  shall  immediately  be
       forfeited.

       (e)    Effect of Change in Control

       Upon the  occurrence of a Change in Control,  all shares of Phantom Stock
which have not theretofore vested shall immediately vest.

9.     Stock Bonuses

       The  Committee  may, in its absolute  discretion,  grant Stock Bonuses in
such  amounts as it shall  determine  from time to time.  A Stock Bonus shall be
paid at  such  time  and  subject  to such  conditions  as the  Committee  shall
determine at the time of the grant of such Stock Bonus.  Certificates for shares
of Common  Stock  granted  as a Stock  Bonus  shall be issued in the name of the
Participant  to whom such grant was made and  delivered to such  Participant  as
soon as  practicable  after the date on which such Stock Bonus is required to be
paid. 10. Cash Bonuses

       The Committee may, in its absolute  discretion,  grant in connection with
any grant of Restricted Stock or Stock Bonus or at any time  thereafter,  a cash
bonus,  payable  promptly after the date on which the Participant is required to
recognize  income  for  federal  income tax  purposes  in  connection  with such
Restricted  Stock  or  Stock  Bonus,  in such  amounts  as the  Committee  shall
determine  from  time to time;  provided,  however,  that in no event  shall the
amount of a Cash Bonus  exceed the Fair Market  Value of the  related  shares of
Restricted  Stock or Stock Bonus on such date.  A Cash Bonus shall be subject to
such  conditions  as the Committee  shall  determine at the time of the grant of
such Cash Bonus.

11.    Adjustment Upon Changes in Common Stock

       (a)    Outstanding Restricted Stock and Phantom Stock

       Unless the Committee in its absolute discretion otherwise determines,  if
a Participant  receives any  securities or other property  (including  dividends
paid in cash) with respect to a share of Restricted  Stock,  the Issue Date with
respect to which occurs prior to such event,  but which has not vested as of the
date of such event, as a result of any dividend,  stock split  recapitalization,
merger,  consolidation,  combination,  exchange  of  shares or  otherwise,  such
securities or other property will not vest until such share of Restricted  Stock
vests, and shall be held by the Company pursuant to Paragraph 7 (d) (2) hereof.

       The Committee may, in its absolute discretion, adjust any grant of shares
of Restricted Stock, the Issue Date with respect to which has not occurred as of
the date of the  occurrence  of any of the  following  events,  or any  grant of
shares of Phantom Stock, to reflect any dividend, stock split, recapitalization,
merger,  consolidation,  combination,  exchange  of shares or similar  corporate
change as the  Committee  may deem  appropriate  to prevent the  enlargement  or
dilution of rights of Participants under the grant.

       (b)    Outstanding Options, Increase or Decrease in Issued Shares Without
              Consideration

       Subject to any required action by the shareholders of the Company, in the
event of any increase or decrease in the number of issued shares of Common Stock
resulting from a subdivision or  consolidation  of shares of Common Stock or the
payment of a stock  dividend  (but only on the shares of Common  Stock),  or any
other increase or decrease in the number of such shares effected without receipt
of consideration by the Company, the Committee shall  proportionally  adjust the
number of shares and the  exercise  price per share of Common  Stock  subject to
each outstanding Option.

       (c)    Outstanding Options, Certain Mergers

       Subject to any required action by the shareholders of the Company, if the
Company  shall be the  surviving  corporation  in any  merger  or  consolidation
(except a merger of  consolidation as a result of which the holders of shares of
Common Stock receive securities of another corporation), each Option outstanding
on the date of such merger or  consolidation  shall entitle the  Participant  to
acquire upon exercise the  securities  which a holder of the number of shares of
Common  Stock  subject to such  Option  would have  received  in such  merger or
consolidation.

       (d)    Outstanding Options, Certain Other Transactions

       In the event of a dissolution or  liquidation  of the Company,  a sale of
all or  substantially  all of the Company's  assets,  a merger or  consolidation
involving the Company in which the Company is not the surviving corporation or a
merger or  consolidation  involving  the  Company  in which the  Company  is the
surviving  corporation  but the  holders  of  shares  of  Common  Stock  receive
securities of another  corporation  and/or other  property,  including cash, the
Committee shall, in its absolute discretion, have the power to:

       (1) cancel,  effective immediately prior to the occurrence of such event,
       each Option  outstanding  immediately prior to such event (whether or not
       then exercisable),  and, in full consideration of such cancellation,  pay
       to the Participant to whom such Option was granted an amount in cash, for
       each share of Common Stock  subject to such Option equal to the excess of
       (A) the value, as determined by the Committee in its absolute discretion,
       of the property  (including  cash)  received by the holder of a. share of
       Common  Stock as a result of such  event over (B) the  exercise  price of
       such Option; or

       (2) provide for the exchange of each Option outstanding immediately prior
       to such event (whether or not then  exercisable) for an option on some or
       all of the  property  for which such Option is  exchanged  and,  incident
       thereto,  make an equitable  adjustment as determined by the Committee in
       its  absolute  discretion  in the  exercise  price of the option,  or the
       number  of shares or amount of  property  subject  to the  option  or, if
       appropriate,  provide for a cash payment to the  Participant to whom such
       Option was  granted  in partial  consideration  for the  exchange  of the
       Option.

       (e)    Outstanding Options. Other Changes

       In the  event of any  change  in the  capitalization  of the  Company  or
corporate  change other than those  specifically  referred to in Sections 11(b),
(c) or (d) hereof,  the  Committee  may, in its absolute  discretion,  make such
adjustments in the number and class of shares subject to Options  outstanding on
the date on which such change occurs and in the per share exercise price of each
such Option as the Committee  may consider  appropriate  to prevent  dilution or
enlargement of rights.

       (f)    No Other Rights

       Except as expressly  provided in the Plan, no Participant  shall have any
rights by reason of any subdivision or  consolidation  of shares of stock of any
class,  the payment of any  dividend,  any increase or decrease in the number of
shares  of  stock  of any  class  or any  dissolution,  liquidation,  merger  or
consolidation  of the  Company  or any other  corporation.  Except as  expressly
provided  in the Plan,  no  issuance  by the  Company  of shares of stock of any
class,  or  securities  convertible  into  shares of stock of any  class,  shall
affect,  and no adjustment by reason  thereof shall be made with respect to, the
number of shares of Common Stock  subject to an Incentive  Award or the exercise
price of any Option.

12.    Rights as a Shareholder

       No person  shall have any  rights as a  shareholder  with  respect to any
shares of Common Stock  covered by or relating to any  Incentive  Award  granted
pursuant to this Plan until the date of the issuance of a stock certificate with
respect to such  shares.  Except as otherwise  expressly  provided in Section 11
hereof,  no  adjustment  to any  Incentive  Award shall be made for dividends or
other  rights  for which the  record  date  occurs  prior to the date such stock
certificate is issued.

13.    No Special Employment Rights; No Right to Incentive Award

       Nothing  contained in the Plan or any  Incentive  Award shall confer upon
any Participant any right with respect to the  continuation of his employment by
the Company or interfere  in any way with the right of the  Company,  subject to
the terms of any separate employment  agreement to the contrary,  at any time to
terminate  such  employment or to increase or decrease the  compensation  of the
Participant  from the rate in existence at the time of the grant of an Incentive
Award.

       No person  shall have any claim or right to receive  an  Incentive  Award
hereunder.  The  Committee's  granting of an Incentive Award to a Participant at
any time shall neither require the Committee to grant an Incentive Award to such
Participant  or any other  Participant  or other person at any time nor preclude
the Committee  from making  subsequent  grants to such  Participant or any other
Participant or other person.

14.    Securities Matters

       (a) The Company shall be under no  obligation to effect the  registration
pursuant  to the  Securities  Act of any  shares  of  Common  Stock to be issued
hereunder or to effect similar compliance under any state laws.  Notwithstanding
anything herein to the contrary,  the Company shall not be obligated to cause to
be  issued or  delivered  any  certificates  evidencing  shares of Common  Stock
pursuant to the Plan unless and until the Company is advised by its counsel that
the  issuance  and  delivery  of such  certificates  is in  compliance  with all
applicable laws,  regulations of governmental  authority and the requirements of
any  securities  exchange  on which  shares of  Common  Stock  are  traded.  The
Committee  may  require,  as  a  condition  of  the  issuance  and  delivery  of
certificates  evidencing  shares of Common Stock  pursuant to the terms  hereof,
that  the  recipient  of  such  shares  make  such  covenants,   agreements  and
representations, and that such certificates bear such legends, as the Committee,
in its sole discretion, deems necessary or desirable.

       (b) The exercise of any Option granted  hereunder shall only be effective
at such time as counsel to the Company shall have  determined  that the issuance
and  delivery  of  shares  of  Common  Stock  pursuant  to such  exercise  is in
compliance with all applicable laws, regulations of governmental authorities and
the requirements of any securities  exchange on which shares of Common Stock are
traded. The Company may, in its sole discretion,  defer the effectiveness of any
exercise of an Option granted hereunder in order to allow the issuance of shares
of Common  Stock  pursuant  thereto to be made  pursuant to  registration  or an
exemption  from  registration  or other methods for compliance  available  under
federal or state  securities  laws. The Company shall inform the  Participant in
writing of its decision to defer the  effectiveness of the exercise of an Option
granted  hereunder.  During the period that the effectiveness of the exercise of
an Option has been deferred,  the Participant  may, by written notice,  withdraw
such exercise and obtain the refund of any amount paid with respect thereto.

15.    Withholding Taxes

       Whenever  shares of Common Stock are to be issued upon the exercise of an
Option, the occurrence of the Issue Date or Vesting Date with respect to a share
of Restricted  Stock or the payment of a Stock Bonus, the Company shall have the
right to  require  the  Participant  to remit to the  Company  in cash an amount
sufficient to satisfy federal, state and local withholding tax requirements,  if
any, attributable to such exercise,  occurrence or payment prior to the delivery
of any certificate or certificates for such shares. In addition,  upon the grant
of a Cash  Bonus or the making of a payment  with  respect to a share of Phantom
Stock,  the  Company  shall  have the right to  withhold  from any cash  payment
required  to be made  pursuant  thereto  an amount  sufficient  to  satisfy  the
federal,  state and local withholding tax requirements,  if any, attributable to
such exercise or grant.

16.    Amendment of the Plan

       The Board of Directors may at any time suspend or discontinue the Plan or
revise or amend it in any respect whatsoever,  provided,  however,  that without
approval  of the  shareholders  no  revision  or  amendment  shall (i) except as
provided  in Section 11 hereof,  increase  the number of shares of Common  Stock
that may be  issued  under the  Plan,  (ii)  materially  increase  the  benefits
accruing to individuals holding Incentive Awards granted pursuant to the Plan or
(iii) materially  modify the requirements as to eligibility for participation in
the Plan.

17.    No Obligation to Exercise

       The grant to a Participant  of an Option shall impose no obligation  upon
such Participant to exercise such Option.

18.    Transfers Upon Death

       Upon the death of a Participant,  outstanding Incentive Awards granted to
such Participant may be exercised only by the executors or administrators of the
Participant's  estate or by any person or persons who shall have  acquired  such
right  to  exercise  by will or by the  laws of  descent  and  distribution.  No
transfer by will or the laws of descent and distribution of any Incentive Award,
or the right to exercise  any  Incentive  Award,  shall be effective to bind the
Company  unless the Committee  shall have been furnished with (a) written notice
thereof and with a copy of the will and/or such  evidence as the  Committee  may
deem necessary to establish the validity of the transfer and (b) an agreement by
the  transferee  to comply with all the terms and  conditions  of the  Incentive
Award that are or would have been  applicable to the Participant and to be bound
by the  acknowledgments  made by the Participant in connection with the grant of
the Incentive Award.

19.    Expenses and Receipts

       The  expenses  of the Plan  shall be paid by the  Company.  Any  proceeds
received by the Company in connection  with any Incentive Award will be used for
general corporate purposes.

20.    Failure to Comply

       In addition to the remedies of the Company elsewhere provided for herein,
failure by a Participant  to comply with any of the terms and  conditions of the
Plan or the  agreement  executed by such  Participant  evidencing  an  Incentive
Award, unless such failure is remedied by such Participant within ten days after
having been notified of such failure by the Committee,  shall be grounds for the
cancellation  and forfeiture of such Incentive Award, in whole or in part as the
Committee, in its absolute discretion, may determine.

21.    Effective Date and Term of Plan

       The Plan was adopted by the Board of  Directors  effective  December  20,
2000,  and  approved  by the  shareholders  of the  Company in  accordance  with
applicable law, the requirements of Section 422 of the Code and the requirements
of Rule 16b-3 under Section 16(b) of the Exchange Act. No Incentive Award may be
granted under the Plan after December 20, 2010.

       IN WITNESS  WHEREOF,  this 2000 Incentive Stock Plan has been executed in
Clearwater, Florida, this 20 day of December 2000.

Win or Lose Acquisition Corporation              Attest



/s/ Sally A. Fonner                              /s/ Rachel A. Fefer
---------------------------                      ---------------------------
Sally A. Fonner, President                       Rachel A. Fefer, Secretary