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                                                                    EXHIBIT 10.4


                                    FORM OF

                          THE 2004 INCENTIVE AWARD PLAN

                                       OF

                                  A REIT, INC.

         A REIT, Inc., a Maryland corporation, has adopted the 2004 Incentive
Award Plan of A REIT, Inc., (the "PLAN"), effective ___________ __, 2004, for
the benefit of its eligible officers, employees, consultants and directors and
the eligible officers, employees and consultants of its Subsidiaries (as defined
below).

         The purposes of the Plan are as follows:

         (1) To provide an additional incentive for Directors, Officers, key
Employees and Consultants (as such terms are defined below) to further the
growth, development and financial success of the Company by personally
benefiting through the ownership of Company stock and/or rights which recognize
such growth, development and financial success.

         (2) To enable the Company to obtain and retain the services of
Directors, Officers, key Employees and Consultants considered essential to the
long range success of the Company by offering them an opportunity to own stock
in the Company and/or rights which will reflect the growth, development and
financial success of the Company.

                                   ARTICLE I.

                                   DEFINITIONS

         Wherever the following terms are used in the Plan they shall have the
meanings specified below, unless the context clearly indicates otherwise. The
singular pronoun shall include the plural where the context so indicates.

         1.1. "Administrator" shall mean the entity that conducts the general
administration of the Plan as provided herein. With reference to the
administration of the Plan with respect to Options and Restricted Stock granted
to Independent Directors, the term "Administrator" shall refer to the Board.
With reference to the administration of the Plan with respect to any other
Award, the term "Administrator" shall refer to the Committee unless the Board
has assumed the authority for administration of the Plan generally as provided
in Section 10.1.

         1.2. "Award" shall mean an Option, a Restricted Stock award, a
Performance Award, a Dividend Equivalents award, a Deferred Stock award, a Stock
Payment award or a Stock Appreciation Right which may be awarded or granted
under the Plan.

         1.3. "Award Agreement" shall mean a written agreement executed by an
authorized officer of the Company and the Holder which shall contain such terms
and conditions with respect to an Award as the Administrator shall determine,
consistent with the Plan.

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         1.4. "Award Limit" shall mean 250,000 shares of Common Stock, as
adjusted pursuant to Section 11.3; provided, however, that solely with respect
to Performance Awards granted pursuant to Section 8.2(b), Award Limit shall mean
$1,000,000.


         1.5. "Board" shall mean the Board of Directors of the Company.

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

         1.7. "Committee" shall mean the Compensation Committee of the Board, or
another committee or subcommittee of the Board, appointed as provided in Section
10.1.

         1.8. "Common Stock" shall mean the common stock of the Company, par
value $0.01 per share.

         1.9. "Company" shall mean A REIT, Inc., a Maryland corporation.

         1.10. "Consultant" shall mean any consultant or adviser if:

                  (a) The consultant or adviser renders bona fide services to
the Company or any Subsidiary;

                  (b) The services rendered by the consultant or adviser are not
in connection with the offer or sale of securities in a capital-raising
transaction and do not directly or indirectly promote or maintain a market for
the Company's securities; and

                  (c) The consultant or adviser is a natural person who has
contracted directly with the Company to render such services.

         1.11. "Deferred Stock" shall mean Common Stock awarded under Article
VIII of the Plan.

         1.12. "Director" shall mean a member of the Board.

         1.13. "Dividend Equivalent" shall mean a right to receive the
equivalent value (in cash or Common Stock) of dividends paid on Common Stock
awarded under Article VIII of the Plan.

         1.14. "DRO" shall mean a domestic relations order as defined by the
Code or Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder.

         1.15. "Employee" shall mean any employee (as defined in accordance with
Section 3401(c) of the Code) of the Company, or of any Subsidiary.

         1.16. "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         1.17. "Fair Market Value" of a share of Common Stock as of a given date
shall be (a) the closing price of a share of Common Stock on the principal
exchange on which shares


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of Common Stock are then trading, if any (or as reported on any composite index
which includes such principal exchange), on the trading day previous to such
date, or if shares were not traded on the trading day previous to such date,
then on the next preceding date on which a trade occurred, or (b) if Common
Stock is not traded on an exchange but is quoted on Nasdaq or a successor
quotation system, the mean between the closing representative bid and asked
prices for the Common Stock on the trading day previous to such date as reported
by Nasdaq or such successor quotation system, or (c) if Common Stock is not
publicly traded on an exchange and not quoted on Nasdaq or a successor quotation
system, the Fair Market Value of a share of Common Stock as established by the
Administrator acting in good faith.

         1.18. "Holder" shall mean a person who has been granted or awarded an
Award.

         1.19. "Incentive Stock Option" shall mean an option which conforms to
the applicable provisions of Section 422 of the Code and which is designated as
an Incentive Stock Option by the Administrator.

         1.20. "Independent Director" shall mean a member of the Board who is
not an Officer or Employee.

         1.21. "Non-Qualified Stock Option" shall mean an Option which is not
designated as an Incentive Stock Option by the Administrator or which does not
conform to the applicable provisions of Section 422 of the Code.

         1.22. "Officer" shall mean any officer (as defined in accordance with
Section 3401(c) of the Code) of the Company, or of any Subsidiary.

         1.23. "Option" shall mean a stock option granted under Article IV of
the Plan. An Option granted under the Plan shall, as determined by the
Administrator, be either a Non-Qualified Stock Option or an Incentive Stock
Option; provided, however, that Options granted to Independent Directors and
Consultants shall be Non-Qualified Stock Options and Options granted to
Employees who are not employed by the Company or a Subsidiary described in the
first sentence of Section 1.34 shall be Non-Qualified Stock Options.

         1.24. "Ownership Limit" shall mean the ownership of not more than 9.8%
of the outstanding shares of Common Stock (as defined in the Company's Amended
and Restated Articles of Incorporation) of the Company.

         1.25. "Performance Award" shall mean a cash bonus, stock bonus or other
performance or incentive award that is paid in cash, Common Stock or a
combination of both, awarded under Article VIII of the Plan.

         1.26. "Performance Criteria" shall mean the following business criteria
with respect to the Company, any Subsidiary or any division or operating unit:
(a) net income, (b) pre-tax income, (c) operating income, (d) cash flow, (e)
earnings per share, (f) return on equity, (g) return on invested capital or
assets, (h) cost reductions or savings, (i) funds from operations, (j)
appreciation in the fair market value of Common Stock, and (k) earnings before
any one or more of the following items: interest, taxes, depreciation or
amortization; each as determined in accordance with generally accepted
accounting principles or subject to such adjustments as may be specified by the
Committee with respect to an Award.


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         1.27. "Plan" shall mean the 2004 Incentive Award Plan of A REIT, Inc.

         1.28. "Restricted Stock" shall mean Common Stock awarded under Article
VII of the Plan.

         1.29. "Rule 16b-3" shall mean Rule 16b-3 promulgated under the Exchange
Act, as such Rule may be amended from time to time.

         1.30. "Section 162(m) Participant" shall mean any Officer or key
Employee designated by the Administrator as an Officer key Employee whose
compensation for the fiscal year in which the Officer or key Employee is so
designated or a future fiscal year may be subject to the limit on deductible
compensation imposed by Section 162(m) of the Code.

         1.31. "Securities Act" shall mean the Securities Act of 1933, as
amended.

         1.32. "Stock Appreciation Right" shall mean a stock appreciation right
granted under Article IX of the Plan.

         1.33. "Stock Payment" shall mean (a) a payment in the form of shares of
Common Stock, or (b) an option or other right to purchase shares of Common
Stock, as part of a deferred compensation arrangement, made in lieu of all or
any portion of the compensation, including without limitation, salary, bonuses
and commissions, that would otherwise become payable to an Officer, key Employee
or Consultant in cash, awarded under Article VIII of the Plan.

         1.34. "Subsidiary" shall mean any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other than
the last corporation in the unbroken chain then owns stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain. "Subsidiary" shall also mean any
partnership or limited liability company in which the Company, or any
Subsidiary, owns a partnership or membership interest representing fifty percent
(50%) or more of the capital or profit interests of such partnership or limited
liability company.

         1.35. "Substitute Award" shall mean an Option granted under this Plan
upon the assumption of, or in substitution for, outstanding equity awards
previously granted by a company or other entity in connection with a corporate
transaction, such as a merger, combination, consolidation or acquisition of
property or stock; provided, however, that in no event shall the term
"Substitute Award" be construed to refer to an award made in connection with the
cancellation and repricing of an Option.

         1.36. "Termination of Consultancy" shall mean the time when the
engagement of a Holder as a Consultant to the Company or a Subsidiary is
terminated for any reason, with or without cause, including, but not by way of
limitation, by resignation, discharge, death or retirement, but excluding
terminations where there is a simultaneous commencement of employment with the
Company or any Subsidiary. The Administrator, in its absolute discretion,


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shall determine the effect of all matters and questions relating to Termination
of Consultancy, including, but not by way of limitation, the question of whether
a Termination of Consultancy resulted from a discharge for good cause, and all
questions of whether a particular leave of absence constitutes a Termination of
Consultancy. Notwithstanding any other provision of the Plan, the Company or any
Subsidiary has an absolute and unrestricted right to terminate a Consultant's
service at any time for any reason whatsoever, with or without cause, except to
the extent expressly provided otherwise in writing.

         1.37. "Termination of Directorship" shall mean the time when a Holder
who is an Independent Director ceases to be a Director for any reason,
including, but not by way of limitation, a termination by resignation, failure
to be elected, death or retirement. The Board, in its sole and absolute
discretion, shall determine the effect of all matters and questions relating to
Termination of Directorship with respect to Independent Directors.

         1.38. "Termination of Employment" shall mean the time when the
employee-employer relationship between a Holder and the Company or any
Subsidiary is terminated for any reason, with or without cause, including, but
not by way of limitation, a termination by resignation, discharge, death,
disability or retirement; but excluding (a) terminations where there is a
simultaneous reemployment or continuing employment of a Holder by the Company or
any Subsidiary, (b) at the discretion of the Administrator, terminations which
result in a temporary severance of the employee-employer relationship, and (c)
at the discretion of the Administrator, terminations which are followed by the
simultaneous establishment of a consulting relationship by the Company or a
Subsidiary with the former employee. The Administrator, in its absolute
discretion, shall determine the effect of all matters and questions relating to
Termination of Employment, including, but not by way of limitation, the question
of whether a Termination of Employment resulted from a discharge for good cause,
and all questions of whether a particular leave of absence constitutes a
Termination of Employment; provided, however, that, with respect to Incentive
Stock Options, unless otherwise determined by the Administrator in its
discretion, a leave of absence, change in status from an employee to an
independent contractor or other change in the employee-employer relationship
shall constitute a Termination of Employment if, and to the extent that, such
leave of absence, change in status or other change interrupts employment for the
purposes of Section 422(a)(2) of the Code and the then applicable regulations
and revenue rulings under said Section.

                                   ARTICLE II.

                             SHARES SUBJECT TO PLAN

         2.1. Shares Subject to Plan.


                  (a) The shares of stock subject to Awards initially shall be
Common Stock. Subject to adjustment as provided in Section 11.3, the aggregate
number of such shares which may be issued upon exercise of such Options or
rights or upon any such Awards under the Plan shall not exceed 2,000,000. The
shares of Common Stock issuable upon exercise of such



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Options or rights or upon any such awards may be either previously authorized
but unissued shares or treasury shares.

                  (b) The maximum number of shares which may be subject to
Awards granted under the Plan to any individual in any calendar year shall not
exceed the Award Limit. To the extent required by Section 162(m) of the Code,
shares subject to Options which are canceled continue to be counted against the
Award Limit.

         2.2. Add-back of Options and Other Rights. If any Option, or other
right to acquire shares of Common Stock under any other Award under the Plan,
expires or is canceled without having been fully exercised, or is exercised in
whole or in part for cash as permitted by the Plan, the number of shares subject
to such Option or other right but as to which such Option or other right was not
exercised prior to its expiration, cancellation or exercise may again be
optioned, granted or awarded hereunder, subject to the limitations of Section
2.1. Furthermore, any shares subject to Awards which are adjusted pursuant to
Section 11.3 and become exercisable with respect to shares of stock of another
corporation shall be considered cancelled and may again be optioned, granted or
awarded hereunder, subject to the limitations of Section 2.1. Shares of Common
Stock which are delivered by the Holder or withheld by the Company upon the
exercise of any Award under the Plan, in payment of the exercise price thereof
or tax withholding thereon, may again be optioned, granted or awarded hereunder,
subject to the limitations of Section 2.1. If any shares of Restricted Stock are
surrendered by the Holder or repurchased by the Company pursuant to Section 7.5
or 7.6 hereof, such shares may again be optioned, granted or awarded hereunder,
subject to the limitations of Section 2.1. Notwithstanding the provisions of
this Section 2.2, no shares of Common Stock may again be optioned, granted or
awarded if such action would cause an Incentive Stock Option to fail to qualify
as an incentive stock option under Section 422 of the Code.

                                  ARTICLE III.

                               GRANTING OF AWARDS

         3.1. Award Agreement. Each Award shall be evidenced by an Award
Agreement. Award Agreements evidencing Awards intended to qualify as
performance-based compensation as described in Section 162(m)(4)(C) of the Code
shall contain such terms and conditions as may be necessary to meet the
applicable provisions of Section 162(m) of the Code. Award Agreements evidencing
Incentive Stock Options shall contain such terms and conditions as may be
necessary to meet the applicable provisions of Section 422 of the Code.

         3.2. Provisions Applicable to Section 162(m) Participants.

                  (a) The Committee, in its discretion, may determine whether an
Award is to qualify as performance-based compensation as described in Section
162(m)(4)(C) of the Code.

                  (b) Notwithstanding anything in the Plan to the contrary, the
Committee may grant any Award to a Section 162(m) Participant, including
Restricted Stock the restrictions with respect to which lapse upon the
attainment of performance goals which are related to one or more of the
Performance Criteria and any performance or incentive award


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described in Article VIII that vests or becomes exercisable or payable upon the
attainment of performance goals which are related to one or more of the
Performance Criteria.

                  (c) To the extent necessary to comply with the
performance-based compensation requirements of Section 162(m)(4)(C) of the Code,
with respect to any Award granted under Articles VII and VIII which may be
granted to one or more Section 162(m) Participants, no later than ninety (90)
days following the commencement of any fiscal year in question or any other
designated fiscal period or period of service (or such other time as may be
required or permitted by Section 162(m) of the Code), the Committee shall, in
writing, (i) designate one or more Section 162(m) Participants, (ii) select the
Performance Criteria applicable to the fiscal year or other designated fiscal
period or period of service, (iii) establish the various performance targets, in
terms of an objective formula or standard, and amounts of such Awards, as
applicable, which may be earned for such fiscal year or other designated fiscal
period or period of service, and (iv) specify the relationship between
Performance Criteria and the performance targets and the amounts of such Awards,
as applicable, to be earned by each Section 162(m) Participant for such fiscal
year or other designated fiscal period or period of service. Following the
completion of each fiscal year or other designated fiscal period or period of
service, the Committee shall certify in writing whether the applicable
performance targets have been achieved for such fiscal year or other designated
fiscal period or period of service. In determining the amount earned by a
Section 162(m) Participant, the Committee shall have the right to reduce (but
not to increase) the amount payable at a given level of performance to take into
account additional factors that the Committee may deem relevant to the
assessment of individual or corporate performance for the fiscal year or other
designated fiscal period or period of service.

                  (d) Furthermore, notwithstanding any other provision of the
Plan or any Award which is granted to a Section 162(m) Participant and is
intended to qualify as performance-based compensation as described in Section
162(m)(4)(C) of the Code shall be subject to any additional limitations set
forth in Section 162(m) of the Code (including any amendment to Section 162(m)
of the Code) or any regulations or rulings issued thereunder that are
requirements for qualification as performance-based compensation as described in
Section 162(m)(4)(C) of the Code, and the Plan shall be deemed amended to the
extent necessary to conform to such requirements.

         3.3. Limitations Applicable to Section 16 Persons. Notwithstanding any
other provision of the Plan, the Plan, and any Award granted or awarded to any
individual who is then subject to Section 16 of the Exchange Act, shall be
subject to any additional limitations set forth in any applicable exemptive rule
under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of
the Exchange Act) that are requirements for the application of such exemptive
rule. To the extent permitted by applicable law, the Plan and Awards granted or
awarded hereunder shall be deemed amended to the extent necessary to conform to
such applicable exemptive rule.

         3.4. Consideration. In consideration of the granting of an Award under
the Plan, the Holder shall agree, in the Award Agreement, to remain in the
employ of (or to consult for or to serve as an Independent Director of, as
applicable) the Company or any Subsidiary for a period of at least one year (or
such shorter period as may be fixed in the Award Agreement or by


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action of the Administrator following grant of the Award) after the Award is
granted (or, in the case of an Independent Director, until the next annual
meeting of shareholders of the Company).

         3.5. At-Will Employment. Nothing in the Plan or in any Award Agreement
hereunder shall confer upon any Holder any right to continue in the employ of,
or as a Consultant for, the Company or any Subsidiary, or as a director of the
Company, or shall interfere with or restrict in any way the rights of the
Company and any Subsidiary, which are hereby expressly reserved, to discharge
any Holder at any time for any reason whatsoever, with or without cause, except
to the extent expressly provided otherwise in a written employment agreement
between the Holder and the Company and any Subsidiary.

                                   ARTICLE IV.

                   GRANTING OF OPTIONS TO OFFICERS, EMPLOYEES,
                      CONSULTANTS AND INDEPENDENT DIRECTORS

         4.1. Eligibility. Any Officer, Employee, Consultant or Independent
Director selected by the Administrator pursuant to Section 4.4(a)(i) shall be
eligible to be granted an Option.

         4.2. Disqualification for Stock Ownership. No person may be granted an
Incentive Stock Option under the Plan if such person, at the time the Incentive
Stock Option is granted, owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or any then
existing Subsidiary or parent corporation (within the meaning of Section 422 of
the Code) unless such Incentive Stock Option conforms to the applicable
provisions of Section 422 of the Code.

         4.3. Qualification of Incentive Stock Options. No Incentive Stock
Option shall be granted to any person who is not an Officer or Employee.

         4.4. Granting of Options to Officers, Employees and Consultants.

                  (a) The Committee shall from time to time, in its absolute
discretion, and subject to applicable limitations of the Plan:

                        (i) Determine which Employees are key Employees and
         select from among the Officers, key Employees or Consultants (including
         Officers, Employees or Consultants who have previously received Awards
         under the Plan) such of them as in its opinion should be granted
         Options;

                        (ii) Subject to the Award Limit, determine the number of
         shares to be subject to such Options granted to the selected Officers,
         key Employees or Consultants;

                        (iii) Subject to Section 4.3, determine whether such
         Options are to be Incentive Stock Options or Non-Qualified Stock
         Options and whether such Options are to qualify as performance-based
         compensation as described in Section 162(m)(4)(C) of the Code; and


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                        (iv) Determine the terms and conditions of such Options,
         consistent with the Plan; provided, however, that the terms and
         conditions of Options intended to qualify as performance-based
         compensation as described in Section 162(m)(4)(C) of the Code shall
         include, but not be limited to, such terms and conditions as may be
         necessary to meet the applicable provisions of Section 162(m) of the
         Code.

                  (b) Upon the selection of an Officer, key Employee or
Consultant to be granted an Option, the Committee shall instruct the Secretary
of the Company to issue the Option and may impose such conditions on the grant
of the Option as it deems appropriate.

                  (c) Any Incentive Stock Option granted under the Plan may be
modified by the Committee, with the consent of the Holder, to disqualify such
Option from treatment as an "incentive stock option" under Section 422 of the
Code.

         4.5. Granting of Options to Independent Directors. The Board shall from
time to time, in its absolute discretion, and subject to applicable limitations
of the Plan:

                  (a) Select from among the Independent Directors (including
Independent Directors who have previously received Options under the Plan) such
of them as in its opinion should be granted Options;

                  (b) Determine the number of shares to be subject to such
Options granted to the selected Independent Directors;

                  (c) Subject to the provisions of Article 5, determine the
terms and conditions of such Options, consistent with the Plan.

         4.6. Options in Lieu of Cash Compensation. Options may be granted under
the Plan to Officers, Employees and Consultants in lieu of cash bonuses which
would otherwise be payable to such Officers, Employees and Consultants, pursuant
to such policies which may be adopted by the Administrator from time to time.

                                   ARTICLE V.

                                TERMS OF OPTIONS

         5.1. Option Price. The price per share of the shares subject to each
Option granted to Officers, Employees and Consultants shall be set by the
Committee; provided, however, that such price shall be no less than 100% of the
Fair Market Value of a share of Common Stock on the date the Option is granted,
and:

                  (a) In the case of Options intended to qualify as
performance-based compensation as described in Section 162(m)(4)(C) of the Code,
such price shall not be less than 100% of the Fair Market Value of a share of
Common Stock on the date the Option is granted;

                  (b) In the case of Incentive Stock Options such price shall
not be less than 100% of the Fair Market Value of a share of Common Stock on the
date the Option is


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granted (or the date the Option is modified, extended or renewed for purposes of
Section 424(h) of the Code);

                  (c) In the case of Incentive Stock Options granted to an
individual then owning (within the meaning of Section 424(d) of the Code) more
than 10% of the total combined voting power of all classes of stock of the
Company or any Subsidiary or parent corporation thereof (within the meaning of
Section 422 of the Code), such price shall not be less than 110% of the Fair
Market Value of a share of Common Stock on the date the Option is granted (or
the date the Option is modified, extended or renewed for purposes of Section
424(h) of the Code).

         5.2. Option Term. The term of an Option granted to an Officer, Employee
or Consultant shall be set by the Committee in its discretion; provided,
however, that, in the case of Incentive Stock Options, the term shall not be
more than 10 years from the date the Incentive Stock Option is granted, or five
years from the date the Incentive Stock Option is granted if the Incentive Stock
Option is granted to an individual then owning (within the meaning of Section
424(d) of the Code) more than 10% of the total combined voting power of all
classes of stock of the Company or any Subsidiary or parent corporation thereof
(within the meaning of Section 422 of the Code). Except as limited by the
requirements of Section 422 of the Code and regulations and rulings thereunder
applicable to Incentive Stock Options, the Committee may extend the term of any
outstanding Option in connection with any Termination of Employment or
Termination of Consultancy of the Holder, or amend any other term or condition
of such Option relating to such a termination.

         5.3. Option Vesting.

                  (a) The period during which the right to exercise, in whole or
in part, an Option granted to an Officer, Employee or a Consultant vests in the
Holder shall be set by the Committee and the Committee may determine that an
Option may not be exercised in whole or in part for a specified period after it
is granted. At any time after grant of an Option, the Committee may, in its sole
and absolute discretion and subject to whatever terms and conditions it selects,
accelerate the period during which an Option granted to an Officer, Employee or
Consultant vests.

                  (b) No portion of an Option granted to an Officer, Employee or
Consultant which is unexercisable at Termination of Employment or Termination of
Consultancy, as applicable, shall thereafter become exercisable, except as may
be otherwise provided by the Committee either in the Award Agreement or by
action of the Committee following the grant of the Option.

                  (c) To the extent that the aggregate Fair Market Value of
stock with respect to which "incentive stock options" (within the meaning of
Section 422 of the Code, but without regard to Section 422(d) of the Code) are
exercisable for the first time by a Holder during any calendar year (under the
Plan and all other incentive stock option plans of the Company and any parent or
subsidiary corporation, within the meaning of Section 422 of the Code) of the
Company, exceeds $100,000, such Options shall be treated as Non-Qualified Stock
Options to the extent required by Section 422 of the Code. The rule set forth in
the preceding


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sentence shall be applied by taking Options into account in the order in which
they were granted. For purposes of this Section 5.3(c), the Fair Market Value of
stock shall be determined as of the time the Option with respect to such stock
is granted.

         5.4. Terms of Options Granted to Independent Directors. The price per
share of the shares subject to each Option granted to an Independent Director
shall equal 100% of the Fair Market Value of a share of Common Stock on the date
the Option is granted. Options granted to Independent Directors shall be subject
to such other terms and conditions as are determined by the Administrator,
consistent with the Plan.

         5.5. Substitute Awards. Notwithstanding the foregoing provisions of
this Article V to the contrary, in the case of an Option that is a Substitute
Award, the price per share of the shares subject to such Option may be less than
the Fair Market Value per share on the date of grant, provided, that the excess
of:

                  (a) The aggregate Fair Market Value (as of the date such
Substitute Award is granted) of the shares subject to the Substitute Award; over

                  (b) The aggregate exercise price thereof;

does not exceed the excess of:

                  (c) The aggregate fair market value (as of the time
immediately preceding the transaction giving rise to the Substitute Award, such
fair market value to be determined by the Committee) of the shares of the
predecessor entity that were subject to the grant assumed or substituted for by
the Company; over

                  (d) The aggregate exercise price of such shares.

                                   ARTICLE VI.

                               EXERCISE OF OPTIONS

         6.1. Partial Exercise. An exercisable Option may be exercised in whole
or in part. However, an Option shall not be exercisable with respect to
fractional shares and the Administrator may require that, by the terms of the
Option, a partial exercise be with respect to a minimum number of shares.

         6.2. Manner of Exercise. All or a portion of an exercisable Option
shall be deemed exercised upon delivery of all of the following to the Secretary
of the Company or his or her office:

                  (a) A written notice complying with the applicable rules
established by the Administrator stating that the Option, or a portion thereof,
is exercised. The notice shall be signed by the Holder or other person then
entitled to exercise the Option or such portion of the Option;


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<PAGE>

                  (b) Such representations and documents as the Administrator,
in its absolute discretion, deems necessary or advisable to effect compliance
with all applicable provisions of the Securities Act and any other federal or
state securities laws or regulations. The Administrator may, in its absolute
discretion, also take whatever additional actions it deems appropriate to effect
such compliance including, without limitation, placing legends on share
certificates and issuing stop-transfer notices to agents and registrars;

                  (c) In the event that the Option shall be exercised pursuant
to Section 11.1 by any person or persons other than the Holder, appropriate
proof of the right of such person or persons to exercise the Option; and

                  (d) Full cash payment to the Secretary of the Company for the
shares with respect to which the Option, or portion thereof, is exercised.
However, the Administrator may, in its discretion, (i) allow a delay in payment
up to 30 days from the date the Option, or portion thereof, is exercised; (ii)
allow payment, in whole or in part, through the delivery of shares of Common
Stock which have been owned by the Holder for at least six months, duly endorsed
for transfer to the Company with a Fair Market Value on the date of delivery
equal to the aggregate exercise price of the Option or exercised portion
thereof; (iii) allow payment, in whole or in part, through the surrender of
shares of Common Stock then issuable upon exercise of the Option having a Fair
Market Value on the date of Option exercise equal to the aggregate exercise
price of the Option or exercised portion thereof; (iv) allow payment, in whole
or in part, through the delivery of property of any kind which constitutes good
and valuable consideration; (v) allow payment, in whole or in part, through the
delivery of a full recourse promissory note bearing interest (at no less than
such rate as shall then preclude the imputation of interest under the Code) and
payable upon such terms as may be prescribed by the Administrator; (vi) allow
payment, in whole or in part, through the delivery of a notice that the Holder
has placed a market sell order with a broker with respect to shares of Common
Stock then issuable upon exercise of the Option, and that the broker has been
directed to pay a sufficient portion of the net proceeds of the sale to the
Company in satisfaction of the Option exercise price, provided that payment of
such proceeds is then made to the Company upon settlement of such sale; or (vii)
allow payment through any combination of the consideration provided in the
foregoing subparagraphs (ii), (iii), (iv), (v) and (vi). In the case of a
promissory note, the Administrator may also prescribe the form of such note and
the security to be given for such note. The Option may not be exercised,
however, by delivery of a promissory note or by a loan from the Company when or
where such loan or other extension of credit is prohibited by law.

         6.3. Conditions to Issuance of Stock Certificates. The Company shall
not be required to issue or deliver any certificate or certificates for shares
of stock purchased upon the exercise of any Option or portion thereof prior to
fulfillment of all of the following conditions:

                  (a) The admission of such shares to listing on all stock
exchanges on which such class of stock is then listed;

                  (b) The completion of any registration or other qualification
of such shares under any state or federal law, or under the rulings or
regulations of the Securities and Exchange Commission or any other governmental
regulatory body which the Administrator shall, in its absolute discretion, deem
necessary or advisable;


                                       12
<PAGE>

                  (c) The obtaining of any approval or other clearance from any
state or federal governmental agency which the Administrator shall, in its
absolute discretion, determine to be necessary or advisable;

                  (d) The lapse of such reasonable period of time following the
exercise of the Option as the Administrator may establish from time to time for
reasons of administrative convenience; and

                  (e) The receipt by the Company of full payment for such
shares, including payment of any applicable withholding tax, which in the
discretion of the Administrator may be in the form of consideration used by the
Holder to pay for such shares under Section 6.2(d).

         6.4. Rights as Shareholders. Holders shall not be, nor have any of the
rights or privileges of, shareholders of the Company in respect of any shares
purchasable upon the exercise of any part of an Option unless and until
certificates representing such shares have been issued by the Company to such
Holders.

         6.5. Ownership and Transfer Restrictions. The Administrator, in its
absolute discretion, may impose such restrictions on the ownership and
transferability of the shares purchasable upon the exercise of an Option as it
deems appropriate. Any such restriction shall be set forth in the respective
Award Agreement and may be referred to on the certificates evidencing such
shares. The Holder shall give the Company prompt notice of any disposition of
shares of Common Stock acquired by exercise of an Incentive Stock Option within
(a) two years from the date of granting (including the date the Option is
modified, extended or renewed for purposes of Section 424(h) of the Code) such
Option to such Holder, or (b) one year after the transfer of such shares to such
Holder.

         6.6. Additional Limitations on Exercise of Options. Holders may be
required to comply with any timing or other restrictions with respect to the
settlement or exercise of an Option, including a window-period limitation, as
may be imposed in the discretion of the Administrator.

                                  ARTICLE VII.

                            AWARD OF RESTRICTED STOCK

         7.1. Eligibility. Subject to the Award Limit, Restricted Stock may be
awarded to any Officer or Employee who the Committee determines is an Officer,
key Employee or any Consultant who the Committee determines should receive such
an Award. Each Independent Director shall be eligible to be granted shares of
Restricted Stock at the times and in the manner set forth in Section 7.3.

         7.2. Award of Restricted Stock to Officers, Employees and Consultants.

                  (a) The Committee may from time to time, in its absolute
discretion:

                                       13
<PAGE>

                        (i) Determine which Employees are key Employees and
         select from among the Officers, key Employees or Consultants (including
         Officers, Employees or Consultants who have previously received other
         awards under the Plan) such of them as in its opinion should be awarded
         Restricted Stock; and

                        (ii) Determine the purchase price, if any, and other
         terms and conditions applicable to such Restricted Stock, consistent
         with the Plan.

                  (b) The Committee shall establish the purchase price, if any,
and form of payment for Restricted Stock; provided, however, that such purchase
price shall be no less than the par value of the Common Stock to be purchased,
unless otherwise permitted by applicable state law. In all cases, legal
consideration shall be required for each issuance of Restricted Stock.

                  (c) Upon the selection of an Officer, key Employee or
Consultant to be awarded Restricted Stock, the Committee shall instruct the
Secretary of the Company to issue such Restricted Stock and may impose such
conditions on the issuance of such Restricted Stock as it deems appropriate.

         7.3. Award of Restricted Stock to Independent Directors.

                  (a) Restricted Stock shall be awarded to Independent Directors
in accordance with the following formula:


                        (i) Each person who is an Independent Director as of the
         date the Plan is adopted by the Board automatically shall be granted
         5,000 shares of Restricted Stock (subject to adjustment as provided
         in Section 11.3) on the date of each annual meeting of the shareholders
         occurring after the date the Plan is adopted by the Board; provided,
         such person is an Independent Director as of such date and has
         continuously served an Independent Director during such period.



                        (ii) Each person who is elected, re-elected or appointed
         by the Board as an Independent Director after the date the Plan is
         adopted by the Board, automatically shall be granted: (i) 5,000
         shares of Restricted Stock (subject to adjustment as provided in
         Section 11.3) on the date such Independent Director is first elected or
         appointed, and (ii) 5,000 shares of Restricted Stock (subject to
         adjustment as provided in Section 11.3) on the date of each annual
         meeting of the shareholders occurring after such initial election or
         appointment; provided, such person is an Independent Director as of
         such date and has continuously served as an Independent Director during
         such period.


                  (b) Independent Directors shall not be required to pay any
purchase price for the shares of Common Stock to be acquired pursuant to an
award of Restricted Stock under Section 7.3(a), unless otherwise required under
applicable law, in which case the purchase price shall be the minimum purchase
price required by such law, as determined by the Board in its sole discretion.
To the extent a purchase price is so required, such purchase price shall be paid
in cash or by check at the time such award of Restricted Stock is granted.


                                       14
<PAGE>

                  (c) The restrictions imposed under Sections 7.5 and 7.6 on
Restricted Stock awarded to Independent Directors shall lapse and be removed
(and the shares of Common Stock acquired by a Participant pursuant to a
Restricted Stock award shall vest) in 20% increments on each of the first five
anniversaries of the date the shares of Restricted Stock is granted, provided
that the Independent Director is a Director on the date of such anniversary. The
restrictions imposed under Sections 7.5 and 7.6 shall not lapse or be removed
with respect to any portion of the Restricted Stock granted to an Independent
Director after termination of Directorship.

         7.4. Rights as Shareholders. Subject to Section 7.5, upon delivery of
the shares of Restricted Stock to the escrow holder pursuant to Section 7.7, the
Holder shall have, unless otherwise provided by the Administrator, all the
rights of a shareholder with respect to said shares, subject to the restrictions
in his or her Award Agreement, including the right to receive all dividends and
other distributions paid or made with respect to the shares; provided, however,
that in the discretion of the Administrator, any extraordinary distributions
with respect to the Common Stock shall be subject to the restrictions set forth
in Section 7.5.

         7.5. Restriction. Except as otherwise provided in Section 7.3, all
shares of Restricted Stock issued under the Plan (including any shares received
by holders thereof with respect to shares of Restricted Stock as a result of
stock dividends, stock splits or any other form of recapitalization) shall, in
the terms of each individual Award Agreement, be subject to such restrictions as
the Administrator shall provide, which restrictions may include, without
limitation, restrictions concerning voting rights and transferability and
restrictions based on duration of employment or service with the Company,
Company performance and individual performance; provided, however, that, except
with respect to shares of Restricted Stock granted to Section 162(m)
Participants, by action taken after the Restricted Stock is issued, the
Administrator may, on such terms and conditions as it may determine to be
appropriate, remove any or all of the restrictions imposed by the terms of the
Award Agreement. Restricted Stock may not be sold or encumbered until all
restrictions are terminated or expire. If no consideration was paid by the
Holder upon issuance, a Holder's rights in unvested Restricted Stock shall
lapse, and such Restricted Stock shall be surrendered to the Company without
consideration, upon Termination of Employment or, if applicable, upon
Termination of Consultancy or Termination of Directorship with the Company.
Notwithstanding the foregoing, the Administrator in its sole and absolute
discretion may provide that such rights shall not lapse in the event of a
Termination of Employment following a "change of ownership or control" (within
the meaning of Treasury Regulation Section 1.162-27(e)(2)(v) or any successor
regulation thereto) of the Company or because of the Holder's death or
disability; provided, further, except with respect to shares of Restricted Stock
granted to Section 162(m) Participants, the Administrator in its sole and
absolute discretion may provide that no such lapse or surrender shall occur in
the event of a Termination of Employment, Termination of Consultancy, or
Termination of Directorship, without cause or following any change in control of
the Company or because of the Holder's retirement, or otherwise.

         7.6. Repurchase of Restricted Stock. The Administrator shall provide in
the terms of each individual Award Agreement that the Company shall have the
right to repurchase from the Holder the Restricted Stock then subject to
restrictions under the Award Agreement immediately upon a Termination of
Employment or, if applicable, upon a Termination of


                                       15
<PAGE>

Consultancy or Termination of Directorship, between the Holder and the Company,
at a cash price per share equal to the price paid, if any, by the Holder for
such Restricted Stock; provided, however, that the Administrator in its sole and
absolute discretion may provide that no such right of repurchase shall exist in
the event of a Termination of Employment following a "change of ownership or
control" (within the meaning of Treasury Regulation Section 1.162-27(e)(2)(v) or
any successor regulation thereto) of the Company or because of the Holder's
death or disability; provided, further, that, except with respect to shares of
Restricted Stock granted to Section 162(m) Participants, the Administrator in
its sole and absolute discretion may provide that no such right of repurchase
shall exist in the event of a Termination of Employment, Termination of
Consultancy or Termination of Directorship, without cause or following any
change in control of the Company or because of the Holder's retirement, or
otherwise.

         7.7. Escrow. The Secretary of the Company or such other escrow holder
as the Administrator may appoint shall retain physical custody of each
certificate representing Restricted Stock until all of the restrictions imposed
under the Award Agreement with respect to the shares evidenced by such
certificate expire or shall have been removed. With respect to shares of
Restricted Stock granted or awarded to the Company's Officers, Employees,
Consultants and Independent Directors, upon the expiration or removal of such
restrictions, the Secretary of the Company, or other escrow holder, shall
transfer the shares to the Holder. With respect to shares of Restricted Stock
granted to a Subsidiary's Officers or Employees, upon the expiration or removal
of such restrictions, the Secretary of the Company, or other escrow holder,
shall transfer the shares to the Subsidiary. As soon as practicable after the
receipt of such shares by the Subsidiary, the Subsidiary shall transfer such
shares to the Holder for no additional consideration.

         7.8. Legend. In order to enforce the restrictions imposed upon shares
of Restricted Stock hereunder, the Administrator shall cause a legend or legends
to be placed on certificates representing all shares of Restricted Stock that
are still subject to restrictions under Award Agreements, which legend or
legends shall make appropriate reference to the conditions imposed thereby.

         7.9. Section 83(b). A Holder may not make an election under Section
83(b) of the Code with respect to any share of Restricted Stock granted or
awarded hereunder without the consent of the Company, which the Company may
grant or withhold in its sole discretion.

                                  ARTICLE VIII.

                    PERFORMANCE AWARDS, DIVIDEND EQUIVALENTS,
                         DEFERRED STOCK, STOCK PAYMENTS

         8.1. Eligibility. Subject to the Award Limit, one or more Performance
Awards, Dividend Equivalents, awards of Deferred Stock and/or Stock Payments may
be granted to any Officer or Employee whom the Committee determines is an
Officer, key Employee or any Consultant whom the Committee determines should
receive such an Award.

         8.2. Performance Awards.


                                       16
<PAGE>

                  (a) Any Officer, key Employee or Consultant selected by the
Committee may be granted one or more Performance Awards. The value of such
Performance Awards may be subject to the achievement of performance goals which
are related to any one or more of the Performance Criteria or other specific
performance criteria determined appropriate by the Committee, in each case on a
specified date or dates or over any period or periods determined by the
Committee. In making such determinations, the Committee shall consider (among
such other factors as it deems relevant in light of the specific type of award)
the contributions, responsibilities and other compensation of the particular
Officer, key Employee or Consultant.

                  (b) Without limiting Section 8.2(a), the Committee may grant
Performance Awards to any 162(m) Participant in the form of a cash bonus payable
upon the attainment of objective performance goals which are established by the
Committee and relate to one or more of the Performance Criteria, in each case on
a specified date or dates or over any period or periods determined by the
Committee. Any such bonuses paid to 162(m) Participants shall be based upon
objectively determinable bonus formulas established in accordance with the
provisions of Section 3.2. The maximum amount of any Performance Award payable
to a 162(m) Participant under this Section 8.2(b) shall not exceed the Award
Limit with respect to any calendar year of the Company. Unless otherwise
specified by the Committee at the time of grant, the Performance Criteria with
respect to a Performance Award payable to a 162(m) Participant shall be
determined on the basis of generally accepted accounting principles.

         8.3. Dividend Equivalents.

                  (a) Any Officer, key Employee or Consultant selected by the
Committee may be granted Dividend Equivalents based on the dividends declared on
Common Stock, to be credited as of dividend payment dates, during the period
between the date a Stock Appreciation Right, Deferred Stock or Performance Award
is granted, and the date such Stock Appreciation Right, Deferred Stock or
Performance Award is exercised, vests or expires, as determined by the
Committee. Such Dividend Equivalents shall be converted to cash or additional
shares of Common Stock by such formula and at such time and subject to such
limitations as may be determined by the Committee.

                  (b) Any Holder of an Option who is an Officer, Employee or
Consultant selected by the Committee may be granted Dividend Equivalents based
on the dividends declared on Common Stock, to be credited as of dividend payment
dates, during the period between the date an Option is granted, and the date
such Option is exercised, vests or expires, as determined by the Committee. Such
Dividend Equivalents shall be converted to cash or additional shares of Common
Stock by such formula and at such time and subject to such limitations as may be
determined by the Committee.

                  (c) Any Holder of an Option who is an Independent Director
selected by the Board may be granted Dividend Equivalents based on the dividends
declared on Common Stock, to be credited as of dividend payment dates, during
the period between the date an Option is granted and the date such Option is
exercised, vests or expires, as determined by the Board. Such Dividend
Equivalents shall be converted to cash or additional shares of Common Stock by


                                       17
<PAGE>

such formula and at such time and subject to such limitations as may be
determined by the Board.

                  (d) Dividend Equivalents granted with respect to Options
intended to be qualified performance-based compensation for purposes of Section
162(m) of the Code shall be payable, with respect to pre-exercise periods,
regardless of whether such Option is subsequently exercised.

         8.4. Stock Payments. Any Officer, key Employee or Consultant selected
by the Committee may receive Stock Payments in the manner determined from time
to time by the Committee. The number of shares shall be determined by the
Committee and may be based upon the Performance Criteria or other specific
performance criteria determined appropriate by the Committee, determined on the
date such Stock Payment is made or on any date thereafter.

         8.5. Deferred Stock. Any Officer, key Employee or Consultant selected
by the Committee may be granted an award of Deferred Stock in the manner
determined from time to time by the Committee. The number of shares of Deferred
Stock shall be determined by the Committee and may be linked to the Performance
Criteria or other specific performance criteria determined to be appropriate by
the Committee, in each case on a specified date or dates or over any period or
periods determined by the Committee. Common Stock underlying a Deferred Stock
award will not be issued until the Deferred Stock award has vested, pursuant to
a vesting schedule or performance criteria set by the Committee. Unless
otherwise provided by the Committee, a Holder of Deferred Stock shall have no
rights as a Company shareholder with respect to such Deferred Stock until such
time as the Award has vested and the Common Stock underlying the Award has been
issued.

         8.6. Term. The term of a Performance Award, Dividend Equivalent, award
of Deferred Stock and/or Stock Payment shall be set by the Committee in its
discretion.

         8.7. Exercise or Purchase Price. The Committee may establish the
exercise or purchase price of a Performance Award, shares of Deferred Stock or
shares received as a Stock Payment; provided, however, that such price shall not
be less than the par value of a share of Common Stock, unless otherwise
permitted by applicable state law.

         8.8. Exercise Upon Termination of Employment, Termination of
Consultancy or Termination of Directorship. A Performance Award, Dividend
Equivalent, award of Deferred Stock and/or Stock Payment is exercisable or
payable only while the Holder is an Officer, Employee, or Consultant, as
applicable; provided, however, that the Administrator in its sole and absolute
discretion may provide that the Performance Award, Dividend Equivalent, award of
Deferred Stock and/or Stock Payment may be exercised or paid subsequent to a
Termination of Employment following a "change of control or ownership" (within
the meaning of Section 1.162-27(e)(2)(v) or any successor regulation thereto) of
the Company; provided, further, that except with respect to Performance Awards
granted to Section 162(m) Participants, the Administrator in its sole and
absolute discretion may provide that Performance Awards may be exercised or paid
following a Termination of Employment or a Termination of Consultancy without
cause, or following a change in control of the Company, or because of the
Holder's retirement, death or disability, or otherwise.


                                       18
<PAGE>

         8.9. Form of Payment. Payment of the amount determined under Section
8.2 or 8.3 above shall be in cash, in Common Stock or a combination of both, as
determined by the Committee. To the extent any payment under this Article VIII
is effected in Common Stock, it shall be made subject to satisfaction of all
provisions of Section 6.4.

                                   ARTICLE IX.

                            STOCK APPRECIATION RIGHTS

         9.1. Grant of Stock Appreciation Rights. A Stock Appreciation Right may
be granted to any Officer, key Employee or Consultant selected by the Committee.
A Stock Appreciation Right may be granted (a) in connection and simultaneously
with the grant of an Option, (b) with respect to a previously granted Option, or
(c) independent of an Option. A Stock Appreciation Right shall be subject to
such terms and conditions not inconsistent with the Plan as the Committee shall
impose and shall be evidenced by an Award Agreement.

         9.2. Coupled Stock Appreciation Rights.

                  (a) A Coupled Stock Appreciation Right ("CSAR") shall be
related to a particular Option and shall be exercisable only when and to the
extent the related Option is exercisable.

                  (b) A CSAR may be granted to the Holder for no more than the
number of shares subject to the simultaneously or previously granted Option to
which it is coupled.

                  (c) A CSAR shall entitle the Holder (or other person entitled
to exercise the Option pursuant to the Plan) to surrender to the Company
unexercised a portion of the Option to which the CSAR relates (to the extent
then exercisable pursuant to its terms) and to receive from the Company in
exchange therefor an amount determined by multiplying the difference obtained by
subtracting the Option exercise price from the Fair Market Value of a share of
Common Stock on the date of exercise of the CSAR by the number of shares of
Common Stock with respect to which the CSAR shall have been exercised, subject
to any limitations the Committee may impose.

         9.3. Independent Stock Appreciation Rights.

                  (a) An Independent Stock Appreciation Right ("ISAR") shall be
unrelated to any Option and shall have a term set by the Committee. An ISAR
shall be exercisable in such installments as the Committee may determine. An
ISAR shall cover such number of shares of Common Stock as the Committee may
determine. The exercise price per share of Common Stock subject to each ISAR
shall be set by the Committee. An ISAR is exercisable only while the Holder is
an Officer, Employee or Consultant; provided, that the Committee may determine
that the ISAR may be exercised subsequent to Termination of Employment or
Termination of Consultancy without cause, or following a change in control of
the Company, or because of the Holder's retirement, death or disability, or
otherwise.


                                       19
<PAGE>

                  (b) An ISAR shall entitle the Holder (or other person entitled
to exercise the ISAR pursuant to the Plan) to exercise all or a specified
portion of the ISAR (to the extent then exercisable pursuant to its terms) and
to receive from the Company an amount determined by multiplying the difference
obtained by subtracting the exercise price per share of the ISAR from the Fair
Market Value of a share of Common Stock on the date of exercise of the ISAR by
the number of shares of Common Stock with respect to which the ISAR shall have
been exercised, subject to any limitations the Committee may impose.

         9.4. Payment and Limitations on Exercise.

                  (a) Payment of the amounts determined under Section 9.2(c) and
9.3(b) above shall be in cash, in Common Stock (based on its Fair Market Value
as of the date the Stock Appreciation Right is exercised) or a combination of
both, as determined by the Committee. To the extent such payment is effected in
Common Stock it shall be made subject to satisfaction of all provisions of
Section 6.4 above pertaining to Options.

                  (b) Holders of Stock Appreciation Rights may be required to
comply with any timing or other restrictions with respect to the settlement or
exercise of a Stock Appreciation Right, including a window-period limitation, as
may be imposed in the discretion of the Committee.

                                   ARTICLE X.

                                 ADMINISTRATION

         10.1. Compensation Committee. The Compensation Committee (or another
committee or a subcommittee of the Board assuming the functions of the Committee
under the Plan) shall consist solely of two or more Independent Directors
appointed by and holding office at the pleasure of the Board, each of whom is
both a "non-employee director" as defined by Rule 16b-3 and an "outside
director" for purposes of Section 162(m) of the Code. Appointment of Committee
members shall be effective upon acceptance of appointment. Committee members may
resign at any time by delivering written notice to the Board. Vacancies in the
Committee may be filled by the Board.

         10.2. Duties and Powers of Committee. It shall be the duty of the
Committee to conduct the general administration of the Plan in accordance with
its provisions. The Committee shall have the power to interpret the Plan and the
Award Agreements, and to adopt such rules for the administration, interpretation
and application of the Plan as are consistent therewith, to interpret, amend or
revoke any such rules and to amend any Award Agreement provided that the rights
or obligations of the Holder of the Award that is the subject of any such Award
Agreement are not affected adversely. Any such grant or award under the Plan
need not be the same with respect to each Holder. Any such interpretations and
rules with respect to Incentive Stock Options shall be consistent with the
provisions of Section 422 of the Code. In its absolute discretion, the Board may
at any time and from time to time exercise any and all rights and duties of the
Committee under the Plan except with respect to matters which under Rule 16b-3
or Section 162(m) of the Code, or any regulations or rules issued thereunder,
are required to be


                                       20
<PAGE>

determined in the sole discretion of the Committee. Notwithstanding the
foregoing, the full Board, acting by a majority of its members in office, shall
conduct the general administration of the Plan with respect to Options, Dividend
Equivalents and Restricted Stock granted to Independent Directors.

         10.3. Majority Rule; Unanimous Written Consent. The Committee shall act
by a majority of its members in attendance at a meeting at which a quorum is
present or by a memorandum or other written instrument signed by all members of
the Committee.

         10.4. Compensation; Professional Assistance; Good Faith Actions.
Members of the Committee shall receive such compensation, if any, for their
services as members as may be determined by the Board. All expenses and
liabilities which members of the Committee incur in connection with the
administration of the Plan shall be borne by the Company. The Committee may,
with the approval of the Board, employ attorneys, consultants, accountants,
appraisers, brokers or other persons. The Committee, the Company and the
Company's officers and Directors shall be entitled to rely upon the advice,
opinions or valuations of any such persons. All actions taken and all
interpretations and determinations made by the Committee or the Board in good
faith shall be final and binding upon all Holders, the Company and all other
interested persons. No members of the Committee or Board shall be personally
liable for any action, determination or interpretation made in good faith with
respect to the Plan or Awards, and all members of the Committee and the Board
shall be fully protected by the Company in respect of any such action,
determination or interpretation.

         10.5. Delegation of Authority to Grant Awards. The Committee may, but
need not, delegate from time to time some or all of its authority to grant
Awards under the Plan to a committee consisting of one or more members of the
Committee or of one or more officers of the Company; provided, however, that the
Committee may not delegate its authority to grant Awards to individuals (a) who
are subject on the date of the grant to the reporting rules under Section 16(a)
of the Exchange Act, (b) who are Section 162(m) Participants, or (c) who are
officers of the Company who are delegated authority by the Committee hereunder.
Any delegation hereunder shall be subject to the restrictions and limits that
the Committee specifies at the time of such delegation of authority and may be
rescinded at any time by the Committee. At all times, any committee appointed
under this Section 10.5 shall serve in such capacity at the pleasure of the
Committee.

                                   ARTICLE XI.

                            MISCELLANEOUS PROVISIONS

         11.1. Not Transferable.

                  (a) Except as otherwise provided in Section 11.1(b):

                        (i) No Award under the Plan may be sold, pledged,
         assigned or transferred in any manner other than by will or the laws of
         descent and distribution or, subject to the consent of the
         Administrator, pursuant to a DRO, unless and until such Award has been
         exercised, or the shares underlying such Award have been issued, and
         all restrictions applicable to such shares have lapsed.


                                       21
<PAGE>

                        (ii) No Award or interest or right therein shall be
         liable for the debts, contracts or engagements of the Holder or his or
         her successors in interest or shall be subject to disposition by
         transfer, alienation, anticipation, pledge, encumbrance, assignment or
         any other means whether such disposition be voluntary or involuntary or
         by operation of law by judgment, levy, attachment, garnishment or any
         other legal or equitable proceedings (including bankruptcy), and any
         attempted disposition thereof shall be null and void and of no effect,
         except to the extent that such disposition is permitted by the
         preceding sentence.

                        (iii) During the lifetime of the Holder, only he or she
         may exercise an Option or other Award (or any portion thereof) granted
         to him or her under the Plan, unless it has been disposed of with the
         consent of the Administrator pursuant to a DRO. After the death of the
         Holder, any exercisable portion of an Option or other Award may, prior
         to the time when such portion becomes unexercisable under the Plan or
         the applicable Award Agreement, be exercised by his or her personal
         representative or by any person empowered to do so under the deceased
         Holder's will or under the then applicable laws of descent and
         distribution.

                  (b) Notwithstanding Section 11.1(a), in the case of Options
granted to Independent Directors, an Optionee who is an Independent Director may
transfer an Option to a Permitted Transferee (as defined below) subject to the
following terms and conditions: (i) an Option transferred to a Permitted
Transferee shall not be assignable or transferable by the Permitted Transferee
other than by will or the laws of descent and distribution or, subject to the
consent of the Administrator, pursuant to a DRO; (ii) any Option which is
transferred to a Permitted Transferee shall continue to be subject to all the
terms and conditions of the Option as applicable to the original Holder (other
than the ability to further transfer the Option); and (iii) the Holder and the
Permitted Transferee shall execute any and all documents requested by the
Administrator, including, without limitation documents to (A) confirm the status
of the transferee as a Permitted Transferee, (B) satisfy any requirements for an
exemption for the transfer under applicable federal and state securities laws
and (C) evidence the transfer. Shares of Common Stock acquired by a Permitted
Transferee through the exercise of an Option have not been registered under the
Securities Act or any state securities act and may not be transferred, nor will
any assignee or transferee thereof be recognized as an owner of such shares of
Common Stock for any purpose, unless a registration statement under the
Securities Act and any applicable state securities act with respect to such
shares shall then be in effect or unless the availability of an exemption from
registration with respect to any proposed transfer or disposition of such shares
shall be established to the satisfaction of counsel for the Company. For
purposes of this Section 11.1(b), "Permitted Transferee" shall mean, with
respect to a Holder, any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships, any person sharing the Holder's household
(other than a tenant or employee), a trust in which these persons (or the
Holder) control the management of assets, and any other entity in which these
persons (or the Holder) own more than fifty percent of the voting interests, or
any other transferee specifically approved by the Administrator after taking
into account any state or federal tax or securities laws applicable to
transferable Options.


                                       22
<PAGE>

         11.2. Amendment, Suspension or Termination of the Plan. Except as
otherwise provided in this Section 11.2, the Plan may be wholly or partially
amended or otherwise modified, suspended or terminated at any time or from time
to time by the Administrator (including, but not limited to, an amendment to the
number of shares that may be subject to future awards of Restricted Stock
pursuant to Section 7.3). However, without approval of the Company's
shareholders given within 12 months before or after the action by the
Administrator, no action of the Administrator may, except as provided in Section
11.3, increase the limits imposed in Section 2.1 on the maximum number of shares
which may be issued under the Plan. No amendment, suspension or termination of
the Plan shall, without the consent of the Holder, alter or impair any rights or
obligations under any Award theretofore granted or awarded, unless the Award
itself otherwise expressly so provides. No Awards may be granted or awarded
during any period of suspension or after termination of the Plan, and in no
event may any Award be granted under the Plan after the first to occur of the
following events:

                  (a) The expiration of 10 years from the date the Plan is
adopted by the Board; or

                  (b) The expiration of 10 years from the date the Plan is
approved by the Company's shareholders under Section 11.4.

         11.3. Changes in Common Stock or Assets of the Company, Acquisition or
Liquidation of the Company and Other Corporate Events.

                  (a) Subject to Section 11.3(e), in the event that the
Administrator determines that any dividend or other distribution (whether in the
form of cash, Common Stock, other securities or other property),
recapitalization, reclassification, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, liquidation, dissolution, or sale, transfer, exchange or other
disposition of all or substantially all of the assets of the Company, or
exchange of Common Stock or other securities of the Company, issuance of
warrants or other rights to purchase Common Stock or other securities of the
Company, or other similar corporate transaction or event, in the Administrator's
sole discretion, affects the Common Stock such that an adjustment is determined
by the Administrator to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan or with respect to an Award, then the Administrator shall, in
such manner as it may deem equitable, adjust any or all of:

                        (i) The number and kind of shares of Common Stock (or
         other securities or property) with respect to which Awards may be
         granted or awarded (including, but not limited to, adjustments of the
         limitations in Section 2.1 on the maximum number and kind of shares
         which may be issued and adjustments of the Award Limit);

                        (ii) The number and kind of shares of Common Stock (or
         other securities or property) subject to outstanding Awards; and

                        (iii) The grant or exercise price with respect to any
         Award.

                  (b) Subject to Sections 11.3(c) and 11.3(e), in the event of
any transaction or event described in Section 11.3(a) or any unusual or
nonrecurring transactions or


                                       23
<PAGE>

events affecting the Company, any affiliate of the Company, or the financial
statements of the Company or any affiliate, or of changes in applicable laws,
regulations or accounting principles, the Administrator, in its sole and
absolute discretion, and on such terms and conditions as it deems appropriate,
either by the terms of the Award or by action taken prior to the occurrence of
such transaction or event and either automatically or upon the Holder's request,
is hereby authorized to take any one or more of the following actions whenever
the Administrator determines that such action is appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan or with respect to any Award under the Plan, to
facilitate such transactions or events or to give effect to such changes in
laws, regulations or principles:

                        (i) To provide for either the purchase of any such Award
         for an amount of cash equal to the amount that could have been attained
         upon the exercise of such Award or realization of the Holder's rights
         had such Award been currently exercisable or payable or fully vested or
         the replacement of such Award with other rights or property selected by
         the Administrator in its sole discretion;

                        (ii) To provide that the Award cannot vest, be exercised
         or become payable after such event;

                        (iii) To provide that such Award shall be exercisable as
         to all shares covered thereby, notwithstanding anything to the contrary
         in Section 5.3 or the provisions of such Award;

                        (iv) To provide that such Award be assumed by the
         successor or survivor corporation, or a parent or subsidiary thereof,
         or shall be substituted for by similar options, rights or awards
         covering the stock of the successor or survivor corporation, or a
         parent or subsidiary thereof, with appropriate adjustments as to the
         number and kind of shares and prices; and

                        (v) To make adjustments in the number and type of shares
         of Common Stock (or other securities or property) subject to
         outstanding Awards, and in the number and kind of outstanding
         Restricted Stock or Deferred Stock and/or in the terms and conditions
         of (including the grant or exercise price), and the criteria included
         in, outstanding options, rights and awards and options, rights and
         awards which may be granted in the future.

                        (vi) To provide that, for a specified period of time
         prior to such event, the restrictions imposed under an Award Agreement
         upon some or all shares of Restricted Stock or Deferred Stock may be
         terminated, and, in the case of Restricted Stock, some or all shares of
         such Restricted Stock may cease to be subject to repurchase under
         Section 7.6 or forfeiture under Section 7.5 after such event.

                  (c) Subject to Sections 11.3(e), 3.2 and 3.3, the
Administrator may, in its discretion, include such further provisions and
limitations in any Award, agreement or certificate, as it may deem equitable and
in the best interests of the Company.


                                       24
<PAGE>

                  (d) With respect to Awards which are granted to Section 162(m)
Participants and are intended to qualify as performance-based compensation under
Section 162(m)(4)(C), no adjustment or action described in this Section 11.3 or
in any other provision of the Plan shall be authorized to the extent that such
adjustment or action would cause such Award to fail to so qualify under Section
162(m)(4)(C), or any successor provisions thereto. No adjustment or action
described in this Section 11.3 or in any other provision of the Plan shall be
authorized to the extent that such adjustment or action would cause the Plan to
violate Section 422(b)(1) of the Code. Furthermore, no such adjustment or action
shall be authorized to the extent such adjustment or action would result in
short-swing profits liability under Section 16 or violate the exemptive
conditions of Rule 16b-3 unless the Administrator determines that the Award is
not to comply with such exemptive conditions. The number of shares of Common
Stock subject to any Award shall always be rounded to the next whole number.

                  (e) The existence of the Plan, the Award Agreement and the
Awards granted hereunder shall not affect or restrict in any way the right or
power of the Company or the shareholders of the Company to make or authorize any
adjustment, recapitalization, reorganization or other change in the Company's
capital structure or its business, any merger or consolidation of the Company,
any issue of stock or of options, warrants or rights to purchase stock or of
bonds, debentures, preferred or prior preference stocks whose rights are
superior to or affect the Common Stock or the rights thereof or which are
convertible into or exchangeable for Common Stock, or the dissolution or
liquidation of the company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

                  11.4. Approval of Plan by Shareholders. The Plan will be
submitted for the approval of the Company's shareholders at the next annual
shareholder's meeting following the date of the Board's initial adoption of the
Plan. Awards may be granted or awarded prior to such shareholder approval,
provided that such Awards shall not be exercisable nor shall such Awards vest
prior to the time when the Plan is approved by the shareholders, and provided
further that if such approval has not been obtained at the next annual
shareholder's meeting, all Awards previously granted or awarded under the Plan
shall thereupon be canceled and become null and void. In addition, if the Board
determines that Awards other than Options or Stock Appreciation Rights which may
be granted to Section 162(m) Participants should continue to be eligible to
qualify as performance-based compensation under Section 162(m)(4)(C) of the
Code, the Performance Criteria must be disclosed to and approved by the
Company's shareholders no later than the first shareholder meeting that occurs
in the fifth year following the year in which the Company's shareholders
previously approved the Performance Criteria.

                  11.5. Tax Withholding. The Company shall be entitled to
require payment in cash or deduction from other compensation payable to each
Holder of any sums required by federal, state or local tax law to be withheld
with respect to the issuance, vesting, exercise or payment of any Award. The
Administrator may in its discretion and in satisfaction of the foregoing
requirement allow such Holder to elect to have the Company withhold shares of
Common Stock otherwise issuable under such Award (or allow the return of shares
of Common Stock) having a Fair Market Value equal to the sums required to be
withheld. Notwithstanding any other provision of the Plan, the number of shares
of Common Stock which may be withheld with respect to the issuance, vesting,
exercise or payment of any Award (or which may be


                                       25
<PAGE>

repurchased from the Holder of such Award within six months after such shares of
Common Stock were acquired by the Holder from the Company) in order to satisfy
the Holder's federal and state income and payroll tax liabilities with respect
to the issuance, vesting, exercise or payment of the Award shall be limited to
the number of shares which have a Fair Market Value on the date of withholding
or repurchase equal to the aggregate amount of such liabilities based on the
minimum statutory withholding rates for federal and state tax income and payroll
tax purposes that are applicable to such supplemental taxable income.

         11.6. Restrictions on Awards. This Plan shall be interpreted and
construed in a manner consistent with the Company's status as a real estate
investment trust ("REIT"), within the meaning of Sections 856 through 860 of the
Code. No Award shall be granted or awarded, and with respect to an Award already
granted under the Plan, such Award shall not vest, or be exercisable,
distributable or payable:

                  (a) to the extent such Award could cause the Holder to be in
violation of the Ownership Limit; or

                  (b) if, in the discretion of the Administrator, such Award
could impair the Company's status as a REIT.

         11.7. Loans. To the extent permitted under applicable law, the
Committee may, in its discretion, extend one or more loans to Officers or key
Employees in connection with the exercise or receipt of an Award granted or
awarded under the Plan, or the issuance of Restricted Stock or Deferred Stock
awarded under the Plan; provided, however, that no such loan shall be an
extension or maintenance of credit, an arrangement for the extension of credit,
or a renewal of an extension of credit in the form of a personal loan to or for
any Director or executive officer of the Company that is prohibited by Section
13(k) of the Exchange Act or other applicable law. The terms and conditions of
any such loan shall be set by the Committee.

         11.8. Forfeiture Provisions. Pursuant to its general authority to
determine the terms and conditions applicable to Awards under the Plan, the
Administrator shall have the right to provide, in the terms of Awards made under
the Plan, or to require a Holder to agree by separate written instrument, that
(a)(i) any proceeds, gains or other economic benefit actually or constructively
received by the Holder upon any receipt or exercise of the Award, or upon the
receipt or resale of any Common Stock underlying the Award, must be paid to the
Company, and (ii) the Award shall terminate and any unexercised portion of the
Award (whether or not vested) shall be forfeited, if (b)(i) a Termination of
Employment, Termination of Consultancy or Termination of Directorship occurs
prior to a specified date, or within a specified time period following receipt
or exercise of the Award, or (ii) the Holder at any time, or during a specified
time period, engages in any activity in competition with the Company, or which
is inimical, contrary or harmful to the interests of the Company, as further
defined by the Administrator or (iii) the Holder incurs a Termination of
Employment, Termination of Consultancy or Termination of Directorship for cause.

         11.9. Effect of Plan Upon Options and Compensation Plans. The adoption
of the Plan shall not affect any other compensation or incentive plans in effect
for the Company or any Subsidiary. Nothing in the Plan shall be construed to
limit the right of the Company (a) to


                                       26
<PAGE>

establish any other forms of incentives or compensation for Officers, Employees,
Directors or Consultants of the Company or any Subsidiary, or (b) to grant or
assume options or other rights or awards otherwise than under the Plan in
connection with any proper corporate purpose including but not by way of
limitation, the grant or assumption of options in connection with the
acquisition by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, partnership, limited liability
company, firm or association.

         11.10. Compliance with Laws. The Plan, the granting and vesting of
Awards under the Plan and the issuance and delivery of shares of Common Stock
and the payment of money under the Plan or under Awards granted or awarded
hereunder are subject to compliance with all applicable federal and state laws,
rules and regulations (including but not limited to state and federal securities
law and federal margin requirements) and to such approvals by any listing,
regulatory or governmental authority as may, in the opinion of counsel for the
Company, be necessary or advisable in connection therewith. Any securities
delivered under the Plan shall be subject to such restrictions, and the person
acquiring such securities shall, if requested by the Company, provide such
assurances and representations to the Company as the Company may deem necessary
or desirable to assure compliance with all applicable legal requirements. To the
extent permitted by applicable law, the Plan and Awards granted or awarded
hereunder shall be deemed amended to the extent necessary to conform to such
laws, rules and regulations.

         11.11. Titles. Titles are provided herein for convenience only and are
not to serve as a basis for interpretation or construction of the Plan.

         11.12. Governing Law. The Plan and any agreements hereunder shall be
administered, interpreted and enforced under the internal laws of the State of
Maryland without regard to conflicts of laws thereof.

                                      * * *

         I hereby certify that the foregoing Plan was duly adopted by the Board
of Directors of A REIT, Inc. on ____________ __, 2004.

         Executed on this ____ day of _______________, 2004.


                                                --------------------------------
                                                             Secretary

                                      * * *

         I hereby certify that the foregoing Plan was approved by the
shareholders of

         A REIT, Inc. on ____________ __, 2004.

         Executed on this ____ day of _______________, 2004.


                                                --------------------------------
                                                             Secretary


                                       27