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                                                                  Exhibit 10.1.1


                              AMENDED AND RESTATED

                        CONDOR TECHNOLOGY SOLUTIONS, INC.

                          1997 LONG-TERM INCENTIVE PLAN

        1. PURPOSE. The purpose of this 1997 Long-Term Incentive Plan (the
"Plan") of Condor Technology Solutions, Inc., a Delaware corporation (the
"Company"), is to advance the interests of the Company and its stockholders by
providing a means to attract, retain, motivate and reward executive officers,
key employees, directors and consultants of and service providers to the Company
and its subsidiaries (including consultants and others providing services of
substantial value) and to enable such persons to acquire or increase their
proprietary interest in the Company, thereby promoting a closer identity of
interests between such persons and the Company's stockholders.

        2. DEFINITIONS. The definitions of awards under the Plan, including
Options, SARs (including Limited SARs), Restricted Stock, Deferred Stock, Stock
granted as a bonus in lieu of other awards, Dividend Equivalents and Other
Stock-Based Awards are set forth in Section 6 of the Plan. Such awards, together
with any other right or interest granted to a Participant under the Plan, are
termed "Awards." for purposes of the Plan, the following additional terms shall
be defined as set forth below:

             (a) "Award Agreement" means any written agreement, contract, notice
or other instrument or document evidencing an Award.

             (b) "Beneficiary" shall mean the person, persons, trust or trusts
which have been designated by a Participant in his or her most recent written
beneficiary designation filed with the Committee to receive the benefits
specified under the Plan upon such Participant's death or, if there is no
designated Beneficiary or surviving designated Beneficiary, then the person,
persons, trust or trusts entitled by will or the laws of descent and
distribution to receive such benefits.

             (c) "Beneficial Owner" and related terms shall have the meaning
ascribed under Section 13(d) of the Exchange Act, including Rule 13d-3, and any
successor thereto.

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

             (e) A "Change in Control" shall be deemed to have occurred if:

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                 (i) any person, other than the Company or an employee benefit
      plan of the Company, acquires a voting security of the company and
      thereafter is, directly or indirectly, the Beneficial Owner of voting
      securities representing 50 percent or more of the total voting power of
      all of the then-outstanding voting securities of the Company;

                  (ii) the following individuals no longer constitute a majority
      of the members of the Board: (a) the individuals who, as of the closing
      date of the Initial Public Offering, constitute the board (the "Original
      Directors"); (B) the individuals who thereafter are elected to the Board
      and whose election, or nomination for election, to the Board was approved
      by a vote of at least two-thirds (2/3) of the Original Directors then
      still in office (such directors becoming "Additional Original Directors"
      immediately following their election); and (C) the individuals who are
      elected to the Board and whose election, or nomination for election, to
      the Board was approved by a vote of at least two-thirds (2/3) of the
      Original Directors and Additional Original Directors then still in office
      (such directors also becoming "Additional Original Directors" immediately
      following their election);

                  (iii) the stockholders of the Company approve a merger,
      consolidation, recapitalization or reorganization of the Company, or a
      reverse stock split of outstanding voting securities, or consummation of
      any such transaction if stockholder approval is not obtained, other than
      any such transaction which would result in at least 75 percent of the
      total voting power represented by the voting securities of the surviving
      entity outstanding immediately after such transaction being Beneficially
      Owned by at least 75 percent of the holders of outstanding voting
      securities of the Company immediately prior to the transaction, with the
      voting power of each such continuing holder relative to other such
      continuing holders not substantially altered in the transaction; or

                  (iv) the stockholders of the Company approve a plan of
      complete liquidation of the Company or an agreement for the sale or
      disposition by the Company of all or substantially all of the Company's
      assets.

              (f) "Code" means the Internal Revenue Code of 1986, as amended
from time to time. References to any provision of the Code shall be deemed to
include regulations thereunder and successor provisions and regulations thereto.

              (g) "Committee" means the Compensation Committee of the Board, or
such other Board committee as may be designated by the Board to administer the
Plan; PROVIDED, HOWEVER, that the Committee shall consist solely

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of two or more directors. In appointing members of the Committee, the Board will
consider whether each member will qualify as a "Non-Employee Director" within
the meaning of Rule 16b-3(b)(3) and as an "outside director" within the meaning
of Treasury Regulation 1.162-27(e)(3) under Code Section 162(m), but such
members are not required to so qualify at the time of appointment or during
their term of service on the Committee.

              (h) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time. References to any provision of the Exchange Act shall
be deemed to include rules thereunder and successor provisions and rules
thereto.

              (i) "Fair Market Value" means, with respect to Stock, Awards or
other property, the fair market value of such Stock, Awards or other property
determined by such methods or procedures as shall be established from time to
time by the Committee; PROVIDED, HOWEVER, that (i) if the Stock is listed on a
national securities exchange or quoted in an interdealer quotation system, the
Fair Market Value of such Stock on a given date shall be based upon the last
sales price or, if unavailable, the average of the closing bid and asked prices
per share of the Stock on such date (or, if there was no trading or quotation in
the Stock on such date, on the next preceding date on which there was trading or
quotation) as reported in the WALL STREET JOURNAL (or other reporting service
approved by the Committee), (ii) the "Fair Market Value" of Stock subject to
Options granted effective upon commencement of the Initial Public Offering shall
be the Initial Public Offering price of the shares so issued and sold in the
Initial Public Offering, as set forth in the first final prospectus used in such
offering (the provisions of clause (i) notwithstanding) and (iii) the "Fair
Market Value" of Stock prior to the date of the Initial Public Offering shall be
as determined by the Board of Directors.

              (j) "Initial Public Offering" shall mean the Company's first
public offering of shares of Stock in a firm commitment underwriting registered
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended.

              (k) "ISO" means any Option intended to be and designated as an
incentive stock option within the meaning of Section 422 of the Code.

              (l) "Non-Employee Director" means a director of the Company who is
not, at the time an Option is to be granted under Section 8(a) or (b) (or, in
the case of an Option granted under Section 8(a)(i) in connection with the
Initial Public Offering, who is not at the date the Initial Public Offering is
closed), an employee of the Company or any subsidiary of the Company.

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              (m) "Non-Employee Director Initial Option" or "Annual Option"
means an Option to purchase the number of shares specified in or under Section
8(a) or (b), subject to adjustment as provided in Section 4(c), granted to a
Non-Employer Director.

              (n) "Participant" means a person who, at a time when eligible
under Section 5 hereof, has been granted an Award under the Plan.

              (o) "Rule 16b-3" means Rule 16b-3, as from time to time in effect
and applicable to the Plan and Participants, promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act.

              (p) "Stock" means the Common Stock, $.01 par value, of the Company
and such other securities as may be substituted or resubstituted for Stock
pursuant to Section 4.

        3.  ADMINISTRATION

              (a) AUTHORITY OF THE COMMITTEE. Except as otherwise provided
below, the Plan shall be administered by the Committee. The Committee shall have
full and final authority to take the following actions, in each case subject to
and consistent with the provisions of the Plan:

                 (i)  to select persons to whom Awards may be granted;

                 (ii) to determine the type or types of Awards to be granted to
each such person;

                 (iii) to determine the number of Awards to be granted, the
number of shares of Stock to which an Award will relate, the terms and
conditions of any Award granted under the Plan (including, but not limited to,
any exercise price, grant price or purchase price, any restriction or condition,
any schedule for lapse of restrictions or conditions relating to transferability
or forfeiture, exercisability or settlement of an Award, and waivers or
accelerations thereof, performance conditions relating to an Award (including
waivers and modifications thereof), based in each case on such considerations as
the Committee shall determine), and all other matters to be determined in
connection with an Award;

                 (iv) to determine whether, to what extent and under what
circumstances an Award may be settled, or the exercise price of an Award may be
paid, in cash, Stock, other Awards or other property, or an Award may be
cancelled, forfeited or surrendered;

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                 (v) to determine whether, to what extent and under what
circumstances cash, Stock, other Awards or other property payable with respect
to an Award will be deferred either automatically, at the election of the
Committee or at the election of the Participant;

                 (vi) to prescribe the form of each Award Agreement, which need
not be identical for each Participant;

                 (vii) to adopt, amend, suspend, waive and rescind such rules
and regulations and appoint such agents as the Committee may deem necessary or
advisable to administer the Plan;

                 (viii) to correct any defect or supply any omission or
reconcile any inconsistency in the Plan and to construe and interpret the Plan
and any Awards, rules and regulations, Award Agreement or other instrument
hereunder; and

                 (ix) to make all other decisions and determinations as may be
required under the terms of the Plan or as the Committee may deem necessary or
advisable for the administration of the Plan.

Other provisions of the Plan notwithstanding, the Board shall perform the
functions of the Committee for purposes of granting Awards (subject to the
Section 8, which provides for certain automatic grants) to Non-Employee
Directors, and the Board may perform any function of the Committee under the
Plan for any other purpose, including without limitation for the purpose of
ensuring that transactions under the Plan by Participants who are then subject
to Section 16 of the Exchange Act in respect of the Company are exempt under
Rule 16b-3. In any case in which the Board is performing a function of the
Committee under the Plan, each reference to the Committee herein shall be deemed
to refer to the Board, except where the context otherwise requires.

              (b) MANNER OF EXERCISE OF COMMITTEE AUTHORITY. Any action of the
Committee with respect to the Plan shall be final, conclusive and binding on all
persons, including the Company, subsidiaries of the Company, Participants, any
person claiming any rights under the Plan from or through any Participant and
stockholders, except to the extent the Committee may subsequently modify, or
take further action not consistent with, its prior action. If not specified in
the Plan, the time at which the Committee must or may make any determination
shall be determined by the Committee, and any such determination may thereafter
be modified by the Committee (subject to Section 9(e)). The express grant of any
specific power to the Committee, and the taking of any action by the Committee,
shall not be construed as limiting any power or authority of the Committee. The
Committee may delegate to officers or managers of the

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Company or any subsidiary of the Company the authority, subject to such terms as
the Committee shall determine, to perform such functions as the Committee may
determine, to the extent permitted under applicable law.

              (c) LIMITATION OF LIABILITY. Each member of the Committee shall be
entitled to, in good faith, rely or act upon any report or other information
furnished to him by any officers or other employee of the Company or any
subsidiary, the Company's independent certified public accounts or any executive
compensation consultant, legal counsel or other professional retained by the
Company to assist in the administration of the Plan. No member of the Committee,
or any officer or employee of the Company acting on behalf of the Committee,
shall be personally liable for any action, determination or interpretation taken
or made in good faith with respect to the Plan, and all members of the Committee
and any officer or employee of the Company acting on its behalf shall, to the
extent permitted by law, be fully indemnified and protected by the Company with
respect to any such action, determination or interpretation.

        4.  STOCK SUBJECT TO PLAN.

              (a) AMOUNT OF STOCK RESERVED. The total amount of Stock that may
be subject to outstanding Awards, determined as of the time immediately after
the grant of any Award, shall not exceed 15% of the total number of shares of
Stock then outstanding, minus the number of shares previously issued pursuant to
awards granted under the Plan. The foregoing notwithstanding, the number of
shares that may be delivered upon the exercise of ISOs shall not exceed
1,000,000 (subject to adjustment as provided in Section 4(c)), PROVIDED,
HOWEVER, that shares subject to ISOs, Restricted Stock or Deferred Stock Awards
shall not be deemed delivered if such Awards are forfeited, expire or otherwise
terminate without delivery of shares to the Participant. If an Award valued by
reference to Stock may only be settled in cash, the number of shares to which
such Award relates shall be deemed to be Stock subject to such Award for
purposes of this Section 4(a). Any shares of Stock delivered pursuant to an
Award may consist, in whole or in part, of authorized and unissued shares,
treasury shares or shares acquired in the market for a Participant's Account.

              (b) ANNUAL PER-PARTICIPANT LIMITATIONS. During any calendar year,
no Participant may be granted Options and SARs exercisable for more than 400,000
shares of Stock and Awards other than Options and SARs that may be settled by
delivery of more than 200,000 shares of Stock, subject to adjustment as provided
in Section 4(c). In addition, with respect to Awards that may be settled in cash
(in whole or in part), no Participant may be paid during any calendar year cash
amounts relating to such Awards that exceed the greater of the Fair Market Value
of the shares of Stock at the date of grant or the date of

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settlement of Award. This provision sets forth separate limitations, so that
Awards that may be settled solely by delivery of Stock will not operate to
reduce the amount of cash-only Awards, and vice versa; nevertheless, Awards that
may be settled in Stock or cash must not exceed any applicable limitation.

              (c) ADJUSTMENTS. In the event that the Committee shall determine
that any recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase or exchange of Stock or other
securities, Stock dividend or other special, large and non-recurring dividend or
distribution (whether in the form of cash, securities or other property),
liquidation, dissolution or other similar corporate transaction or event,
affects the Stock such that an adjustment is appropriate in order to prevent
dilution or enlargement of the rights of Participants under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and kind of shares of Stock reserved and available for Awards
under Section 4(a), including shares reserved for ISOs and Restricted and
Deferred Stock, (ii) the number and kind of shares of Stock specified in the
Annual Per-Participant Limitations under Section 4(b), (iii) the number and kind
of shares of Stock to be subject to Non-Employee Director Initial and Annual
Options thereafter granted, (iv) the number and kind of shares of outstanding
Restricted Stock or other outstanding Award in connection with which shares have
been issued, (v) the number and kind of shares that may be issued in respect of
other outstanding Awards and (vi) the exercise price, grant price or purchase
price relating to any Award (or, if deemed appropriate, the Committee may make
provision for a cash payment with respect to any outstanding Award). In
addition, the Committee is authorized to make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, events described in the
preceding sentence) affecting the Company or any subsidiary or the financial
statements of the Company or any subsidiary, or in response to changes in
applicable laws, regulations, or accounting principles. The foregoing
notwithstanding, no adjustments shall be authorized under this Section 4(c) with
respect to ISOs or SARs in tandem therewith to the extent that such authority
would cause the Plan to fail to comply with Section 422(b)(1) of the Code.

        5. ELIGIBILITY. Executive officers and key employees of the Company and
its subsidiaries, including any director or officer who is also such an
executive officer or key employee, directors of the Company, and persons who
provide consulting or other services to the Company deemed by the Committee to
be of substantial value to the Company, are eligible to be granted Awards under
the Plan. In addition, a person who has been offered employment by the Company
or its subsidiaries or agreed to become a director of the Company (including as
provided in Section 8(a)(i) is eligible to be granted an Award under the Plan;
PROVIDED, HOWEVER, that such Award shall be

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cancelled if such person fails to commence such employment or service as a
director, and no payment of value may be made in connection with such Award
until such person has commenced such employment or service.

        6.  SPECIFIC TERMS OF AWARDS.

              (a) GENERAL. Awards may be granted on the terms and conditions set
forth in this Section 6. In addition, the Committee may impose on any Award or
the exercise thereof such additional terms and conditions, not inconsistent with
the provisions of the Plan, as the Committee shall determine, including terms
requiring forfeiture of Awards in the event of termination of employment or
service of the Participant. The Committee shall retain full power and discretion
to accelerate, waive or modify, at any time, any term or condition of an Award
that is not mandatory under the Plan. Except as expressly provided by the
Committee (including for purposes of complying with requirements of the Delaware
General Corporation Law relating to lawful consideration for issuance of
shares), no consideration other than services will be required for the grant
(but not the exercise) of any Award.

              (b) OPTIONS. The Committee is authorized to grant Options
(including "reload" options automatically granted to offset specified exercises
of Options) on the following terms and conditions ("Options"):

                 (i) EXERCISE PRICE. The exercise price per share of Stock
      purchasable under an Option shall be determined by the Committee;
      PROVIDED, HOWEVER, that, except as provided in Section 7(a), such exercise
      price shall be no less than the Fair Market Value of a share on the date
      of grant of such Option.

                 (ii) TIME AND METHOD OF EXERCISE. The Committee shall determine
      the time or times at which an Option may be exercised in whole or in part,
      the methods by which such exercise price may be paid or deemed to be paid,
      the form of such payment, including, without limitation, cash, Stock,
      other Awards or awards granted under other Company plans or other property
      (including notes or other contractual obligations of Participants to make
      payment on a deferred basis, such as through "cashless exercise"
      arrangements, to the extent permitted by applicable law), and the methods
      by which Stock will be delivered or deemed to be delivered to
      Participants.

                 (iii) ISOS. The terms of any ISO granted under the Plan shall
      comply in all respects with the provisions of Section 422 of the Code,
      including but not limited to the requirement that no ISO shall be

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      granted more than 10 years after the effective date of the Plan. Anything
      in the Plan to the contrary notwithstanding, no term of the Plan relating
      to ISOs shall be interpreted, amended, or altered, nor shall any
      discretion or authority granted under the Plan be exercised, so as to
      disqualify either the Plan or any ISO under Section 422 of the Code,
      unless requested by the affected Participant.

              (c) STOCK APPRECIATION RIGHTS. The Committee is authorized to
grant SARs on the following terms and conditions ("SARs"):

                 (i) RIGHT TO PAYMENT. An SAR shall confer on the Participant to
      whom it is granted a right to receive, upon exercise thereof, the excess
      of (A) the Fair Market Value of one share of Stock on the date of exercise
      (or, if the Committee shall so determine in the case of any such right
      other than one related to an ISO, the Fair Market Value of one share at
      any time during a specified period before or after the date of exercise),
      over (B) the grant price of the SAR as determined by the Committee as of
      the date of grant of the SAR, which, except as provided in Section 7(a),
      shall be not less than the Fair Market Value of one share of Stock on the
      date of grant.

                 (ii) OTHER TERMS. The Committee shall determine the time or
      times at which an SAR may be exercised in whole or in part, the method of
      exercise, method of settlement, form of consideration payable in
      settlement, method by which Stock will be delivered or deemed to be
      delivered to Participants, whether or not an SAR shall be in tandem with
      any other Award, and any other terms and conditions of any SAR. Limited
      SARs that may only be exercised upon the occurrence of a Change in Control
      may be granted on such terms, not inconsistent with this Section 6(c), as
      the Committee may determine. Limited SARs may be either freestanding or in
      tandem with other Awards.

              (d) RESTRICTED STOCK. The Committee is authorized to grant
Restricted Stock on the following terms and conditions ("Restricted Stock"):

                 (i) GRANTS AND RESTRICTIONS. Restricted Stock shall be subject
      to such restrictions on transferability and other restrictions, if any, as
      the Committee may impose, which restrictions may lapse separately or in
      combination at such times, under such circumstances, in such installments,
      or otherwise, as the Committee may determine. Except to the extent
      restricted under the terms of

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      the Plan and any Award Agreement relating to the Restricted Stock, a
      Participant granted Restricted Stock shall have all of the rights of a
      stockholder including, without limitation, the right to vote Restricted
      Stock or the right to receive dividends thereon.

                 (ii) FORFEITURE. Except as otherwise determined by the
      Committee, upon termination of employment or service (as determined under
      criteria established by the Committee) during the applicable restriction
      period, Restricted Stock that is at that time subject to restrictions
      shall be forfeited and reacquired by the Company; PROVIDED, HOWEVER, that
      the Committee may provide, by rule or regulation or in any Award
      Agreement, or may determine in any individual case, that restrictions or
      forfeiture conditions relating to Restricted Stock will be waived in whole
      or in part in the event of termination resulting from specified causes.

                 (iii) CERTIFICATES FOR STOCK. Restricted Stock granted under
      the Plan may be evidenced in such manner as the Committee shall determine.
      If certificates representing Restricted Stock are registered in the name
      of the Participant, such certificates may bear an appropriate legend
      referring to the terms, conditions, and restrictions applicable to such
      Restricted Stock, the Company may retain physical possession of the
      certificate, in which case the Participant shall be required to have
      delivered a stock power to the Company, endorsed in blank, relating to the
      Restricted Stock.

                 (iv) DIVIDENDS. Dividends paid on Restricted Stock shall be
      either paid at the dividend payment date in cash or in shares of
      unrestricted Stock having a Fair Market Value equal to the amount of such
      dividends, or the payment of such dividends shall be deferred and/or the
      amount or value thereof automatically reinvested in additional Restricted
      Stock, other Awards, or other investment vehicles, as the Committee shall
      determine or permit the Participant to elect. Stock distributed in
      connection with a Stock split or Stock dividend, and other property
      distributed as a dividend, shall be subject to restrictions and a risk of
      forfeiture to the same extent as the Restricted Stock with respect to
      which such Stock or other property has been distributed, unless otherwise
      determined by the Committee.

              (c) DEFERRED STOCK. The Committee is authorized to grant Deferred
Stock subject to the following terms and conditions ("Deferred Stock"):

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                 (i) AWARD AND RESTRICTIONS. Delivery of Stock will occur upon
      expiration of the deferral period specified for an Award of Deferred Stock
      by the Committee (or, if permitted by the Committee, as elected by the
      Participant). In addition, Deferred Stock shall be subject to such
      restrictions as the Committee may impose, if any, which restrictions may
      lapse at the expiration of the deferral period or at earlier specified
      times, separately or in combination, in installments or otherwise, as the
      Committee may determine.

                 (ii) FORFEITURE: Except as otherwise determined by the
      Committee, upon termination of employment or service (as determined under
      criteria established by the Committee) during the applicable deferral
      period or portion thereof to which forfeiture conditions apply (as
      provided in the Award Agreement evidencing the Deferred Stock), all
      Deferred Stock that is at that time subject to such forfeiture conditions
      shall be forfeited; PROVIDED, HOWEVER, that the Committee may provide, by
      rule or regulation or in any Award Agreement, or may determine in any
      individual case, that restrictions or forfeiture conditions relating to
      Deferred Stock will be waived in whole or in part in the event of
      termination resulting from specified causes.

              (f) BONUS STOCK AND AWARDS IN LIEU OF CASH OBLIGATIONS. The
Committee is authorized to grant Stock as a bonus, or to grant Stock or other
Awards in lieu of Company obligations to pay cash under other plans or
compensatory arrangements.

              (g) DIVIDEND EQUIVALENTS. The Committee is authorized to grant
Dividend Equivalents entitling the Participant to receive cash, Stock, other
Awards or other property equal in value to dividends paid with respect to a
specified number of shares of Stock ("Dividend Equivalents"). Dividend
Equivalents may be awarded on a free-standing basis or in connection with
another Award. The Committee may provide that Dividend Equivalents shall be paid
or distributed when accrued or shall be deemed to have been reinvested in
additional Stock, Awards or other investment vehicles, and subject to such
restrictions on transferability and risks of forfeiture, as the Committee may
specify.

              (h) OTHER STOCK-BASED AWARDS. The Committee is authorized, subject
to limitations under applicable law, to grant such other Awards that may be
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on, or related to, Stock and factors that may influence the
value of Stock, as deemed by the Committee to be consistent with the purposes of
the Plan, including, without limitation, convertible or exchangeable debt

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securities, other rights convertible or exchangeable into Stock, purchase rights
for Stock, Awards with value and payment contingent upon performance of the
Company or any other factors designated by the Committee and Awards valued by
reference to the book value of Stock or the value of securities of or the
performance of specified subsidiaries ("Other Stock-Based Awards"). The
Committee shall determine the terms and conditions of such Awards. Stock issued
pursuant to an Award in the nature of a purchase right granted under this
Section 6(h) shall be purchased for such consideration, paid for at such times,
by such methods, and in such forms, including, without limitation, cash, Stock,
other Awards or other property, as the Committee shall determine. Cash awards,
as an element of or supplement to any other Award under the Plan, may be granted
pursuant to this Section 6(h).

        7.  CERTAIN PROVISIONS APPLICABLE TO AWARDS.

              (a) STAND-ALONE, ADDITIONAL, TANDEM, AND SUBSTITUTE AWARDS. Awards
granted under the Plan may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with or in substitution for any other
Award granted under the Plan or any award granted under any other plan of the
Company, any subsidiary or any business entity to be acquired by the Company or
a subsidiary, or any other right of a Participant to receive payment from the
Company or any subsidiary. Awards granted in addition to or in tandem with other
Awards or awards may be granted either as of the same time as or a different
time from the grant of such other Awards or awards.

              (b) TERM OF AWARDS. The term of each Award shall be for such
period as may be determined by the Committee; PROVIDED, HOWEVER, that in no
event shall the term of any ISO or an SAR granted in tandem therewith exceed a
period of ten years from the date of its grant (or such shorter period as may be
applicable under Section 422 of the Code).

              (c) FORM OF PAYMENT UNDER AWARDS. Subject to the terms of the Plan
and any applicable Award Agreement, payments to be made by the Company or a
subsidiary upon the grant, exercise or settlement of an Award may be in such
forms as the Committee shall determine, including, without limitation, cash,
Stock, other Awards or other property, and may be made in a single payment or
transfer, in installments or on a deferred basis. Such payments may include,
without limitation, provisions for the payment or crediting of reasonable
interest on installment or deferred payments or the grant or crediting of
Dividend Equivalents in respect of installment or deferred payments denominated
in Stock.

              (d) RULE 16B-3 COMPLIANCE.

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                 (i) SIX-MONTH HOLDING PERIOD. Unless a Participant could
      otherwise dispose of equity securities, including derivative securities,
      acquired under the Plan without incurring liability under Section 16(b) of
      the Exchange Act, equity securities acquired under the
       Plan must be held for a period of six months following the date of such
      acquisition, provided that this condition shall be satisfied with respect
      to a derivative security if at least six months elapse from the date of
      acquisition of the derivative security to the date of disposition of the
      derivative security (other than upon exercise or conversion) or its
      underlying equity security.

                 (ii) OTHER COMPLIANCE PROVISIONS. With respect to a Participant
      who is then subject to Section 16 of the Exchange Act in respect of the
      Company, the Committee shall implement transactions under the Plan and
      administer the Plan in a manner that will ensure that each transaction by
      such a Participant is exempt from liability under Rule 16b-3, except that
      such a Participant may be permitted to engage in a non-exempt transaction
      under the Plan if written notice has been given to the Participant
      regarding the non-exempt nature of such transaction. The Committee may
      authorized the Company to repurchase any Award or shares of Stock
      resulting from any Award in order to prevent a Participant who is subject
      to Section 16 of the Exchange Act from incurring liability under Section
      16(b). Unless otherwise specified by the Participant, equity securities,
      including derivative securities, acquired under the Plan which are
      disposed of by a Participant shall be deemed to be disposed of in the
      order acquired by the Participant.

              (e) LOAN PROVISIONS. With the consent of the Committee, and
subject at all times to, and only to the extent, if any, permitted under and in
accordance with, laws and regulations and other binding obligations or
provisions applicable to the Company, the Company may make, guarantee or arrange
for a loan or loans to a Participant with respect to the exercise of any Option
or other payment in connection with any Award, including the payment by a
Participant of any or all federal, state or local income or other taxes due in
connection with any Award. Subject to such limitations, the Committee shall have
full authority to decide whether to make a loan or loans hereunder and to
determine the amount, terms and provisions of any such loan or loans, including

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the interest rate to be charged in respect of any such loan or loans, whether
the loan or loans are to be with or without recourse against the borrower, the
terms on which the loan is to be repaid and conditions, if any, under which the
loan or loans may be forgiven.

               (f) PERFORMANCE-BASED AWARDS. The Committee may, in its
discretion, designate any Award the exercisability or settlement of which is
subject to the achievement of performance conditions as a performance-based
Award subject to this Section 7(f). The performance objectives for an Award
subject to this Section 7(f) shall consist of one or more business criteria and
a targeted level or levels of performance with respect to such criteria, as
specified by the Committee. Such levels of performance may be expressed in
absolute or relative levels. Achievement of performance objectives with respect
to such Awards shall be measured over a period of not less than one year nor
more than five years, as the Committee may specify. Performance objectives may
differ for such Awards to different Participants. The Committee shall specify
the weighting to be given to each performance objective for purposes of
determining the final amount payable with respect to any such Award. The
Committee may, in its discretion, reduce the amount of a payout otherwise to be
made in connection with an Award subject to this Section 7(f), and the Committee
may consider other performance criteria in exercising such discretion. All
determinations by the Committee as to the achievement of performance objectives
shall be in writing.

              (g) ACCELERATION UPON A CHANGE OF CONTROL. Notwithstanding
anything contained herein to the contrary, unless otherwise provided by the
Committee in an Award Agreement, all conditions and restrictions relating to an
Award, including limitations on exercisability, risks of forfeiture, deferral
periods and conditions and restrictions requiring the continued performance of
services or the achievement of performance objectives with respect to the
exercisability or settlement of such Award, shall immediately lapse upon a
Change in Control.

        8. OPTIONS GRANTED AUTOMATICALLY TO NON-EMPLOYEE DIRECTORS.

               (a)  INITIAL OPTION GRANTS. A Non-Employee Director Initial
                    Option will be automatically granted (i) at the commencement
                    of the Initial Public Offering to each Non-Employee Director
                    at that date and to each other person who has agreed to
                    become a director and who, if he or she were serving at the
                    date of commencement of the Initial Public Offering, would
                    qualify as a Non-Employee Director at that date, and (ii),
                    after the Initial Public Offering, at the effective date of
                    any other director's initial election to the Board of
                    Directors if he or she qualifies as a Non-Employee Director
                    at that date. The

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                    foregoing notwithstanding, any Initial Option granted at the
                    commencement of the Initial Public Offering shall be
                    cancelled and forfeited if the Initial Public Offering is
                    not consummated or if, in the case of an Initial Option
                    granted to a person who has agreed to become a director,
                    such person does not commence serving as a Non-Employee
                    Director at or promptly following the closing of the Initial
                    Public Offering.

               (b)  ANNUAL OPTION GRANTS. A Non-Employee Director Annual Option
                    will be automatically granted, at the close of business on
                    the date of final adjournment of each annual meeting of
                    stockholders of the Company, to each member of the Board of
                    Directors who then qualifies as a Non-Employee Director. The
                    foregoing notwithstanding, any person who has been
                    automatically granted a Non-Employee Director Initial Option
                    under Section 8(a)(ii) shall not be automatically granted a
                    Non-Employee Director Annual Option at the first annual
                    meeting of stockholders following such grant of the Initial
                    Option if such annual meeting takes place within three
                    months after the effective date of such grant of the Initial
                    Option.

               (c)  NUMBER OF SHARES SUBJECT TO AUTOMATIC OPTION GRANTS. In the
                    case of any Initial or Annual Option granted on or before
                    the date of the first annual meeting of stockholders
                    following the Initial Public Offering, the number of shares
                    of Stock to be subject to each Initial Option shall be
                    10,000, and the number of shares of Stock to be subject to
                    each Annual Option shall be 5,000, in each case subject to
                    adjustment as provided in Section 4(c). In the case of any
                    Initial or Annual Option granted thereafter, the number of
                    shares of Stock to be subject to each Initial and Annual
                    Option shall be the applicable number specified in the
                    preceding sentence or, if so determined by the Board, such
                    other number of shares specified in the most recent
                    resolution of the Board adopted on or prior to the date of
                    the annual meeting of stockholders that coincides with or
                    most recently precedes the date of grant of the Option.

               (d)  OTHER NON-EMPLOYEE DIRECTOR INITIAL AND ANNUAL OPTION TERMS.
                    Other terms of Initial and Annual Options shall be as
                    follows:

                           (i) The exercise price per share of Stock purchasable
                         upon exercise of a Non-Employee Director Initial or
                         Annual Option will be equal to 100% of the Fair Market
                         Value of a share of Stock on the date of grant of the
                         Option.

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                           (ii) A Non-Employee Director Initial or Annual Option
                         will expire at the earlier of (A) 10 years after the
                         date of grant or (B) one year after the date the
                         Participant ceases to serve as a director of the
                         Company for any reason.

                           (iii) Each Non-Employee Director Initial or Annual
                         Option may be exercised, prior to its expiration,
                         commencing one year after the date of grant, or at such
                         earlier date as may be specified by the Board of
                         Directors; PROVIDED, HOWEVER, that an Option may be
                         exercised following a Participant's termination of
                         service as a director for reasons other than death or
                         disability only if the director served for at least 11
                         months after the date of grant or the option was
                         otherwise exercisable at the date of termination of
                         service.

              (e) METHOD OF EXERCISE. A Participant may exercise a Non-Employee
Director Initial or Annual Option, in whole or in part, at such time as it is
exercisable and prior to its expiration, by giving written notice of exercise to
the Secretary of the Company, specifying the Option to be exercised and the
number of shares to be purchased, and paying in full the exercise price in cash
(including by check) or by surrender of shares already owned by the Participant
(except for shares acquired from the Company by exercise of an option less than
six months before the date of surrender) having a Fair Market Value at the time
of exercise equal to the exercise price, or by a combination of cash and shares.

              (f) AVAILABILITY OF SHARES. If an automatic grant of Options
authorized under Section 8(a) or (b) cannot be made in full due to the
limitation set forth in Section 4(a), such grant shall be made (together with
other automatic grants to occur at the same time) to the greatest extent then
permitted under Section 4(a).

        9.  GENERAL PROVISIONS.

              (a) COMPLIANCE WITH LAWS AND OBLIGATIONS. The Company shall not be
obligated to issue or deliver Stock in connection with any Award or take any
other action under the Plan in a transaction subject to the registration
requirements of the Securities Act of 1933, as amended, or any other federal or
state securities law, any requirement under any listing agreement between the
Company and any national securities exchange or automated quotation system or
any other law, regulation or contractual obligation of the Company until the
Company is satisfied that such laws, regulations and other obligations of the
Company have been complied with in full. Certificates representing shares of
Stock issued under the Plan will be subject to such stop-transfer orders and
other restrictions as may be applicable under such laws, regulations and other

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obligations of the Company, including any requirement that a legend or legends
be placed thereon.

              (b) LIMITATIONS ON TRANSFERABILITY. Awards and other rights under
the Plan will not be transferable by a Participant except by will or the laws of
descent and distribution or to a Beneficiary in the event of the Participant's
death, shall not be pledged, mortgaged, hypothecated or otherwise encumbered, or
otherwise subject to the claims of creditors, and, in the case of ISOs and SARs
in tandem therewith, shall be exercisable during the lifetime of a Participant
only by such Participant or his guardian or legal representative; provided,
however, that such Awards and other rights (other than ISOs and SARs in tandem
therewith) may be transferred to one or more transferees during the lifetime of
the Participant to the extent and on such terms as then may be permitted by the
Committee.

              (c) NO RIGHT TO CONTINUED EMPLOYMENT OR SERVICE. Neither the Plan
nor any action taken hereunder shall be construed as giving any employee,
director or other person the right to be retained in the employ or service of
the Company or any of its subsidiaries, nor shall it interfere in any way with
the right of the Company or any of its subsidiaries to terminate any employee's
employment or other person's service at any time or with the right of the Board
or stockholders to remove any director.

              (d) TAXES. The Company and any subsidiary is authorized to
withhold from any Award granted or to be settled, any delivery of Stock in
connection with an Award, any other payment relating to an Award or any payroll
or other payment to a Participant amounts of withholding and other taxes due or
potentially payable in connection with any transaction involving an Award, and
to take such other action as the Committee may deem advisable to enable the
Company and Participants to satisfy obligations for the payment of withholding
taxes and other tax obligations relating to any Award. This authority shall
include authority to withhold or receive Stock or other property and to make
cash payments in respect thereof in satisfaction of a Participant's tax
obligations.

              (e) CHANGES TO THE PLAN AND AWARDS. The Board may amend, alter,
suspend, discontinue or terminate the Plan or the Committee's authority to grant
Awards under the Plan without the consent of stockholders or Participants,
except that any such action shall be subject to the approval of the Company's
stockholders at or before the next annual meeting of stockholders for which the
record date is after such Board action if such stockholder approval is required
by any federal or state law or regulation or the rules of any stock exchange or
automated quotation system on which the Stock may then be listed or quoted, and
the Board may otherwise, in its discretion, determine to submit other such

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<PAGE>

changes to the Plan to stockholders for approval; PROVIDED, HOWEVER, that,
without the consent of an affected Participant, no such action may materially
impair the rights of such Participant under any Award theretofore granted to
him. The Committee may waive any conditions or rights under, or amend, alter,
suspend, discontinue, or terminate, any Award theretofore granted and any Award
Agreement relating thereto; PROVIDED, HOWEVER, that, without the consent of an
affected Participant, no such action may materially impair the rights of such
Participant under such Award.

              (f) NO RIGHTS TO AWARDS; NO STOCKHOLDER RIGHTS. No Participant or
employee shall have any claim to be granted any Award under the Plan (except for
a director who has become entitled to Options under Section 8), and there is no
obligation for uniformity of treatment of Participants and employees. No Award
shall confer on any Participant any of the rights of a stockholder of the
Company unless and until Stock is duly issued or transferred and delivered to
the Participant in accordance with the terms of the Award or, in the case of an
Option, the Option is duly exercised.

              (g) UNFUNDED STATUS OF AWARDS; CREATION OF TRUSTS. The Plan is
intended to constitute an "unfunded" plan for incentive and deferred
compensation. With respect to any payments not yet made to a Participant
pursuant to an Award, nothing contained in the Plan or any Award shall give any
such Participant any rights that are greater than those of a general creditor of
the Company; PROVIDED, HOWEVER, that the Committee may authorized the creation
of trusts or make other arrangements to meet the Company's obligations under the
Plan to deliver cash, Stock, other Awards or other property pursuant to any
Award, which trusts or other arrangements shall be consistent with the
"unfunded" status of the Plan unless the Committee otherwise determines with the
consent of each affected Participant.

              (h) NONEXCLUSIVITY OF THE PLAN. Neither the adoption of the Plan
by the board nor any submission of the Plan or amendments thereto to the
stockholders of the Company for approval shall be construed as creating any
limitations on the power of the Board to adopt such other compensatory
arrangements as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under the Plan, and such arrangements
may be either applicable generally or only in specific cases.

              (i) NO FRACTIONAL SHARES. No fractional shares of Stock shall be
issued or delivered pursuant to the Plan or any Award. The Committee shall
determine whether cash, other Awards or other property shall be issued or paid
in lieu of such fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.

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              (j) GOVERNING LAW. The validity, construction and effect of the
Plan, any rules and regulations relating to the Plan and any Award Agreement
shall be determined in accordance with the laws of the State of Delaware,
without giving effect to principles of conflicts of laws, and applicable federal
law.

              (k) EFFECTIVE DATE; PLAN TERMINATION. The Plan shall become
effective as of the date of its adoption by the Board, subject to stockholder
approval prior to the commencement of the Initial Public Offering, and shall
continue in effect until terminated by the Board.












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