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                                                                    EXHIBIT 10.1

                            VAST SOLUTIONS, INC. 2000
                         LONG-TERM STOCK INCENTIVE PLAN

                                    SECTION 1
                                     GENERAL

         1.1. Purpose. The Vast Solutions, Inc. 2000 Long-Term Stock Incentive
Plan (the "Plan") has been established by Vast Solutions, Inc. (the "Company")
to (i) attract and retain persons eligible to participate in the Plan; (ii)
motivate Participants, by means of appropriate incentives, to achieve long-range
goals; (iii) provide incentive compensation opportunities that are competitive
with those of other similar companies; and (iv) further identify Participants'
interests with those of the Company's other shareholders through compensation
that is based on the Company's common stock; and thereby promote the long-term
financial interest of the Company and the Subsidiaries, including the growth in
value of the Company's equity and enhancement of long-term shareholder return.

         1.2. Participation. Subject to the terms and conditions of the Plan,
the Committee shall determine and designate, from time to time, from among the
Eligible Persons (including transferees of Eligible Persons to the extent the
transfer is permitted by the Plan and the applicable Award Agreement), those
persons who will be granted one or more Awards under the Plan, and thereby
become "Participants" in the Plan.

         1.3. Operation, Administration, and Definitions. The operation and
administration of the Plan, including the Awards made under the Plan, shall be
subject to the provisions of Section 4 (relating to operation and
administration). Capitalized terms in the Plan shall be defined as set forth in
the Plan (including the definition provisions of Section 8 of the Plan). The
terms of this Plan shall be subject to the restrictions and limitations set
forth in Appendix A to this Plan, which is attached to and forms a part of the
Plan.

                                    SECTION 2
                                OPTIONS AND SARS

         2.1.  Definitions.

(a)      The grant of an "Option" entitles the Participant to purchase shares of
         Stock at an Exercise Price established by the Committee. Any Option
         granted under this Section 2 may be either an incentive stock option
         (an "ISO") or a non-qualified option (an "NQO"), as determined in the
         discretion of the Committee. An "ISO" is an Option that is intended to
         satisfy the requirements applicable to an "incentive stock option"
         described in section 422(b) of the Code. An "NQO" is an Option that is
         not intended to be an "incentive stock option" as that term is
         described in section 422(b) of the Code.

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(b)      A stock appreciation right (an "SAR") entitles the Participant to
         receive, in cash or Stock (as determined in accordance with subsection
         2.5), value equal to (or otherwise based on) the excess of: (a) the
         Fair Market Value of a specified number of shares of Stock at the time
         of exercise; over (b) an Exercise Price established by the Committee.

         2.2. Exercise Price. The "Exercise Price" of each Option and SAR
granted under this Section 2 shall be established by the Committee or shall be
determined by a method established by the Committee at the time the Option or
SAR is granted; provided that, for NQOs and SARs, the Exercise Price shall not
be less than 85% of the Fair Market Value of a share of Stock on the date of
grant, and for ISOs, the Exercise Price shall not be less than 100% of the Fair
Market Value of a share of Stock on the date of grant; and further provided that
the Exercise Price for an Option or SAR with respect to a share of Stock shall
not be less than the par value of a share of Stock.

         2.3. Exercise. An Option and an SAR shall be exercisable in accordance
with such terms and conditions and during such periods as may be established by
the Committee.

         2.4. Payment of Option Exercise Price. The payment of the Exercise
Price of an Option granted under this Section 2 shall be subject to the
following:

(a)      Subject to the following provisions of this subsection 2.4, the full
         Exercise Price for shares of Stock purchased upon the exercise of any
         Option shall be paid at the time of such exercise (except that, in the
         case of an exercise arrangement approved by the Committee and described
         in paragraph 2.4(c), payment may be made as soon as practicable after
         the exercise).

(b)      The Exercise Price shall be payable in cash or by tendering, by either
         actual delivery of shares or by attestation, shares of Stock acceptable
         to the Committee, and valued at Fair Market Value as of the day of
         exercise, or in any combination thereof, as determined by the
         Committee.

(c)      The Committee may permit a Participant to elect to pay the Exercise
         Price upon the exercise of an Option by irrevocably authorizing a third
         party to sell shares of Stock (or a sufficient portion of the shares)
         acquired upon exercise of the Option and remit to the Company a
         sufficient portion of the sale proceeds to pay the entire Exercise
         Price and any tax withholding resulting from such exercise.

         2.5. Settlement of Award. Settlement of Options and SARs is subject to
subsection 4.7.



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                                    SECTION 3
                               OTHER STOCK AWARDS

         3.1.  Definitions.

(a)      A "Stock Unit" Award is the grant of a right to receive shares of Stock
         in the future.

(b)      A "Performance Share" Award is a grant of a right to receive shares of
         Stock or Stock Units which is contingent on the achievement of
         performance or other objectives during a specified period.

(c)      A "Performance Unit" Award is a grant of a right to receive a
         designated dollar value amount of Stock which is contingent on the
         achievement of performance or other objectives during a specified
         period.

(d)      A "Restricted Stock" Award is a grant of shares of Stock, and a
         "Restricted Stock Unit" Award is the grant of a right to receive shares
         of Stock in the future, with such shares of Stock or right to future
         delivery of such shares of Stock subject to a risk of forfeiture or
         other restrictions that will lapse upon the achievement of one or more
         goals relating to completion of service by the Participant, or
         achievement of performance or other objectives, as determined by the
         Committee.

         3.2. Restrictions on Awards. Each Stock Unit Award, Restricted Stock
Award, Restricted Stock Unit Award, Performance Share Award, and Performance
Unit Award shall be subject to such conditions, restrictions and contingencies
as the Committee shall determine.

                                    SECTION 4
                          OPERATION AND ADMINISTRATION

         4.1. Effective Date. Subject to the approval of the shareholder of the
Company, the Plan shall be effective as of February 16, 2000 (the "Effective
Date"); provided, however, that to the extent that Awards are granted under the
Plan prior to its approval by shareholder, the Awards shall be contingent on
approval of the Plan by the shareholders of the Company. The Plan shall be
unlimited in duration and, in the event of Plan termination, shall remain in
effect as long as any Awards under it are outstanding; provided, however, that
no Awards may be granted under the Plan after the ten-year anniversary of the
Effective Date (except for Awards granted pursuant to commitments entered into
prior to such ten-year anniversary).

         4.2. Shares Subject to Plan. The shares of Stock for which Awards may
be granted under the Plan shall be subject to the following:

(a)      The shares of Stock with respect to which Awards may be made under the
         Plan shall be shares currently authorized but unissued or currently
         held or subsequently acquired by

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         the Company as treasury shares, including shares purchased in the open
         market or in private transactions.

(b)      Subject to the following provisions of this subsection 4.2, the maximum
         number of shares of Stock that may be delivered to Participants and
         their beneficiaries under the Plan shall be 5,000,000 shares of Stock.

(c)      To the extent provided by the Committee, any Award may be settled in
         cash rather than Stock. To the extent any shares of Stock covered by an
         Award are not delivered to a Participant or beneficiary because the
         Award is forfeited or canceled, or the shares of Stock are not
         delivered because the Award is settled in cash or used to satisfy the
         applicable tax withholding obligation, such shares shall not be deemed
         to have been delivered for purposes of determining the maximum number
         of shares of Stock available for delivery under the Plan.

(d)      If the exercise price of any stock option granted under the Plan is
         satisfied by tendering shares of Stock to the Company (by either actual
         delivery or by attestation), only the number of shares of Stock issued
         net of the shares of Stock tendered shall be deemed delivered for
         purposes of determining the maximum number of shares of Stock available
         for delivery under the Plan.

(e)      Subject to paragraph 4.2(g), the maximum number of shares of Stock that
         may be issued by Options intended to be ISOs shall be 5,000,000 shares.

(f)      Subject to paragraph 4.2(g), the maximum number of shares that may be
         covered by Awards granted to any one individual pursuant to Section 2
         (relating to Options and SARs) shall be 5,000,000 shares during any one
         calendar-year period. If an Option is in tandem with an SAR, such that
         the exercise of the Option or SAR with respect to a share of Stock
         cancels the tandem SAR or Option right, respectively, with respect to
         such share, the tandem Option and SAR rights with respect to each share
         of Stock shall be counted as covering but one share of Stock for
         purposes of applying the limitations of this paragraph (f).

(g)      In the event of a corporate transaction involving the Company
         (including, without limitation, any stock dividend, stock split,
         extraordinary cash dividend, recapitalization, reorganization, merger,
         consolidation, split-up, spin-off, combination or exchange of shares),
         the Committee may adjust Awards to preserve the benefits or potential
         benefits of the Awards. Action by the Committee may include: (i)
         adjustment of the number and kind of shares which may be delivered
         under the Plan; (ii) adjustment of the number and kind of shares
         subject to outstanding Awards; (iii) adjustment of the Exercise Price
         of outstanding Options and SARs; and (iv) any other adjustments that
         the Committee determines to be equitable.


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         4.3. General Restrictions. Delivery of shares of Stock or other amounts
under the Plan shall be subject to the following:

(a)      Notwithstanding any other provision of the Plan, the Company shall have
         no liability to deliver any shares of Stock under the Plan or make any
         other distribution of benefits under the Plan unless such delivery or
         distribution would comply with all applicable laws (including, without
         limitation, the requirements of the Securities Act of 1933), and the
         applicable requirements of any securities exchange or similar entity.

(b)      To the extent that the Plan provides for issuance of stock certificates
         to reflect the issuance of shares of Stock, the issuance may be
         effected on a non-certificated basis, to the extent not prohibited by
         applicable law or the applicable rules of any stock exchange.

         4.4. Tax Withholding. All distributions under the Plan are subject to
withholding of all applicable taxes, and the Committee may condition the
delivery of any shares or other benefits under the Plan on satisfaction of the
applicable withholding obligations. The Committee, in its discretion, and
subject to such requirements as the Committee may impose prior to the occurrence
of such withholding, may permit such withholding obligations to be satisfied
through cash payment by the Participant, through the surrender of shares of
Stock which the Participant already owns, or through the surrender of shares of
Stock to which the Participant is otherwise entitled under the Plan.

         4.5. Grant and Use of Awards. In the discretion of the Committee, a
Participant may be granted any Award permitted under the provisions of the Plan,
and more than one Award may be granted to a Participant. Awards may be granted
as alternatives to or replacement of awards granted or outstanding under the
Plan, or any other plan or arrangement of the Company or a Subsidiary (including
a plan or arrangement of a business or entity, all or a portion of which is
acquired by the Company or a Subsidiary). Subject to the overall limitation on
the number of shares of Stock that may be delivered under the Plan, the
Committee may use available shares of Stock as the form of payment for
compensation, grants or rights earned or due under any other compensation plans
or arrangements of the Company or a Subsidiary, including the plans and
arrangements of the Company or a Subsidiary assumed in business combinations.

         4.6. Dividends and Dividend Equivalents. An Award (including without
limitation an Option or SAR Award) may provide the Participant with the right to
receive dividend payments or dividend equivalent payments with respect to Stock
subject to the Award (both before and after the Stock subject to the Award is
earned, vested, or acquired), which payments may be either made currently or
credited to an account for the Participant, and may be settled in cash or Stock,
as determined by the Committee. Any such settlements, and any such crediting of
dividends or dividend equivalents or reinvestment in shares of Stock, may be
subject to such conditions, restrictions and contingencies as the Committee
shall establish, including the reinvestment of such credited amounts in Stock
equivalents.


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         4.7. Settlement of Awards. The obligation to make payments and
distributions with respect to Awards may be satisfied through cash payments, the
delivery of shares of Stock, the granting of replacement Awards, or combination
thereof as the Committee shall determine. Satisfaction of any such obligations
under an Award, which is sometimes referred to as "settlement" of the Award, may
be subject to such conditions, restrictions and contingencies as the Committee
shall determine. The Committee may permit or require the deferral of any Award
payment, subject to such rules and procedures as it may establish, which may
include provisions for the payment or crediting of interest or dividend
equivalents, and may include converting such credits into deferred Stock
equivalents. Each Subsidiary shall be liable for payment of cash due under the
Plan with respect to any Participant to the extent that such benefits are
attributable to the services rendered for that Subsidiary by the Participant.
Any disputes relating to liability of a Subsidiary for cash payments shall be
resolved by the Committee.

         4.8. Transferability. Awards under the Plan are not transferable except
as designated by the Participant by will or by the laws of descent and
distribution.

         4.9. Form and Time of Elections. Unless otherwise specified herein,
each election required or permitted to be made by any Participant or other
person entitled to benefits under the Plan, and any permitted modification, or
revocation thereof, shall be in writing filed with the Committee at such times,
in such form, and subject to such restrictions and limitations, not inconsistent
with the terms of the Plan, as the Committee shall require.

         4.10. Agreement With Company. An Award under the Plan shall be subject
to such terms and conditions, not inconsistent with the Plan, as the Committee
shall, in its sole discretion, prescribe. The terms and conditions of any Award
to any Participant shall be reflected in such form of written document as is
determined by the Committee. A copy of such document shall be provided to the
Participant, and the Committee may, but need not require that the Participant
sign a copy of such document. Such document is referred to in the Plan as an
"Award Agreement" regardless of whether any Participant signature is required.

         4.11. Action by Company or Subsidiary. Any action required or permitted
to be taken by the Company or any Subsidiary shall be by resolution of its board
of directors, or by action of one or more members of the board (including a
committee of the board) who are duly authorized to act for the board, or (except
to the extent prohibited by applicable law or applicable rules of any stock
exchange) by a duly authorized officer of such company.

         4.12. Gender and Number. Where the context admits, words in any gender
shall include any other gender, words in the singular shall include the plural
and the plural shall include the singular.


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         4.13.  Limitation of Implied Rights.

(a)      Neither a Participant nor any other person shall, by reason of
         participation in the Plan, acquire any right in or title to any assets,
         funds or property of the Company or any Subsidiary whatsoever,
         including, without limitation, any specific funds, assets, or other
         property which the Company or any Subsidiary, in its sole discretion,
         may set aside in anticipation of a liability under the Plan. A
         Participant shall have only a contractual right to the Stock or
         amounts, if any, payable under the Plan, unsecured by any assets of the
         Company or any Subsidiary, and nothing contained in the Plan shall
         constitute a guarantee that the assets of the Company or any Subsidiary
         shall be sufficient to pay any benefits to any person.

(b)      The Plan does not constitute a contract of employment, and selection as
         a Participant will not give any participating employee the right to be
         retained in the employ of the Company or any Subsidiary, nor any right
         or claim to any benefit under the Plan, unless such right or claim has
         specifically accrued under the terms of the Plan. Except as otherwise
         provided in the Plan, no Award under the Plan shall confer upon the
         holder thereof any rights as a shareholder of the Company prior to the
         date on which the individual fulfills all conditions for receipt of
         such rights.

         4.14. Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.

                                    SECTION 5
                                CHANGE IN CONTROL

         Subject to the provisions of paragraph 4.2(g) (relating to the
adjustment of shares), and except as otherwise provided in the Plan or the Award
Agreement reflecting the applicable Award:

(a)      If a Participant who is employed by the Company or a Subsidiary at the
         time of a Change in Control then holds one or more outstanding Options,
         all such Options (regardless of whether in tandem with SARs) then held
         by the Participant shall become fully exercisable on and after the date
         of the Change in Control (subject to the expiration provisions
         otherwise applicable to the Options), and any Stock purchased by the
         Participant under such Option following such Change in Control shall be
         fully vested upon exercise.

(b)      If a Participant who is employed by the Company or a Subsidiary at the
         time of a Change in Control then holds one or more outstanding SARs,
         all such SARs (regardless of whether in tandem with Options) then held
         by the Participant shall become fully exercisable on and after the date
         of the Change in Control (subject to the expiration

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         provisions otherwise applicable to the SARs), and any cash or stock
         acquired by the Participant under such SAR following such Change in
         Control shall be fully vested upon exercise.

(c)      If a Participant who is employed by the Company or a Subsidiary at the
         time of a Change in Control then holds one or more Stock Units,
         Restricted Stock, Restricted Stock Units, Performance Shares, or
         Performance Units, all such Restricted Stock, Performance Shares, and
         units shall become fully vested on the date of the Change in Control;
         provided that, if the amount of the award or the vesting is to be
         determined based on the level of performance achieved, the target level
         of performance shall be deemed to have been achieved.

                                    SECTION 6
                                    COMMITTEE

         6.1. Administration. The authority to control and manage the operation
and administration of the Plan shall be vested in a committee (the "Committee")
in accordance with this Section 6. The Committee shall be selected by the Board.
If the Committee does not exist, or for any other reason determined by the
Board, the Board may take any action under the Plan that would otherwise be the
responsibility of the Committee.

         6.2. Powers of Committee. The Committee's administration of the Plan
shall be subject to the following:

(a)      Subject to the provisions of the Plan, the Committee will have the
         authority and discretion to select from among the Eligible Persons
         those persons who shall receive Awards, to determine the time or times
         of receipt, to determine the types of Awards and the number of shares
         covered by the Awards, to establish the terms, conditions, performance
         criteria, restrictions, and other provisions of such Awards, and
         (subject to the restrictions imposed by Section 7) to cancel or suspend
         Awards.

(b)      To the extent that the Committee determines that the restrictions
         imposed by the Plan preclude the achievement of the material purposes
         of the Awards in jurisdictions outside the United States, the Committee
         will have the authority and discretion to modify those restrictions as
         the Committee determines to be necessary or appropriate to conform to
         applicable requirements or practices of jurisdictions outside of the
         United States.

(c)      The Committee will have the authority and discretion to interpret the
         Plan, to establish, amend, and rescind any rules and regulations
         relating to the Plan, to determine the terms and provisions of any
         Award Agreement made pursuant to the Plan, and to make all other
         determinations that may be necessary or advisable for the
         administration of the Plan.

(d)      Any interpretation of the Plan by the Committee and any decision made
         by it under the Plan is final and binding on all persons.


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(e)      In controlling and managing the operation and administration of the
         Plan, the Committee shall take action in a manner that conforms to the
         articles and by-laws of the Company, and applicable state corporate
         law.

         6.3. Delegation by Committee. Except to the extent prohibited by
applicable law or the applicable rules of a stock exchange, the Committee may
allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any part of its responsibilities and
powers to any person or persons selected by it. Any such allocation or
delegation may be revoked by the Committee at any time.

         6.4. Information to be Furnished to Committee. The Company and
Subsidiaries shall furnish the Committee with such data and information as it
determines may be required for it to discharge its duties. The records of the
Company and Subsidiaries as to an employee's or Participant's employment,
termination of employment, leave of absence, reemployment and compensation shall
be conclusive on all persons unless determined to be incorrect. Participants and
other persons entitled to benefits under the Plan must furnish the Committee
such evidence, data or information as the Committee considers desirable to carry
out the terms of the Plan.

                                    SECTION 7
                            AMENDMENT AND TERMINATION

         The Board may, at any time, amend or terminate the Plan, provided that
no amendment or termination may, in the absence of written consent to the change
by the affected Participant (or, if the Participant is not then living, the
affected beneficiary), adversely affect the rights of any Participant or
beneficiary under any Award granted under the Plan prior to the date such
amendment is adopted by the Board; and further provided that adjustments
pursuant to paragraph 4.2(g) shall not be subject to the foregoing limitations
of this Section 7.

                                    SECTION 8
                                  DEFINED TERMS

         In addition to the other definitions contained herein, the following
definitions shall apply:

(a)      Award. The term "Award" shall mean any award or benefit granted under
         the Plan, including, without limitation, the grant of Options, SARs,
         Stock Unit Awards, Restricted Stock Awards, Restricted Stock Unit
         Awards, Performance Unit Awards, and Performance Share Awards.

(b)      Board. The term "Board" shall mean the Board of Directors of the
         Company.

(c)      Change in Control. For purposes of the Plan, the term "Change in
         Control" means the occurrence, after the consummation of the
         transactions contemplated by the Agreement and Plan of Merger among
         Paging Network, Inc., Arch Communications Group, Inc. and

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         St. Louis Acquisition Corp., dated November 7, 1999, of the events
         described in any of paragraphs (i), (ii), (iii), or (iv) below:

         (i) The acquisition by any individual, entity or group (within the
         meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
         of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial
         ownership (within the meaning of Rule 13d-3 promulgated under the
         Exchange Act) of any shares of Stock or any voting securities of the
         Company entitled to vote generally in the election of directors
         ("Voting Securities") if, immediately after such acquisition, such
         person beneficially owns twenty-five percent (25%) or more of either
         the outstanding shares of common stock, of whatever class, of the
         Company (the "Outstanding Company Common Stock"), or the combined
         voting power of the outstanding Voting Securities (the "Outstanding
         Company Voting Securities"). The foregoing provisions of this paragraph
         (i) shall be subject to the following:

         (A)      The following shall not constitute a "Change in Control": (I)
                  any acquisition by an employee benefit plan (or related trust)
                  sponsored or maintained by the Company or any corporation
                  controlled by the Company (a "Company Plan"); (II) any
                  acquisition by an underwriter temporarily holding securities
                  pursuant to an offering of such securities; or (III) any
                  acquisition by any person pursuant to a transaction which
                  complies with subsections (c)(iii)(A), (c)(iii)(B), and
                  (c)(iii)(C) of this definition.

         (B)      For purposes of the foregoing provisions of this subsection
                  (i), the following shall not be deemed to constitute an
                  "acquisition" by any Person: (I) any acquisition directly from
                  the Company (excluding any acquisition resulting from the
                  exercise of an exercise, conversion, or exchange privilege
                  unless the security being so exercised, converted, or
                  exchanged was acquired directly from the Company); and (II)
                  any acquisition by the Company of shares of Stock or other
                  Voting Securities.

         (ii) Individuals who, as of the date hereof, constitute the Board (for
         purposes of this paragraph (ii), the "Incumbent Board") cease for any
         reason to constitute at least a majority of the Incumbent Board;
         provided, however, that any individual becoming a director subsequent
         to the date hereof whose election, or nomination for election by the
         Company shareholders, was approved by a vote of a least a majority of
         the directors then comprising the Incumbent Board shall be considered
         as though such individual were a member of the Incumbent Board, but
         excluding, for this purpose, any such individual whose initial
         assumption of office occurs as a result of an actual or publicly
         threatened election contest (as such terms are used in Rule 14a-11
         promulgated under the Exchange Act) or other actual or publicly
         threatened solicitation of proxies or consents by or on behalf of a
         Person other than the Board.


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         (iii) Consummation of (I) a reorganization, merger, consolidation, or
         other business combination involving the Company or (II) the sale or
         other disposition of more than 50% of the operating assets of the
         Company (determined on a consolidated basis), other than in connection
         with a sale-leaseback or other arrangement resulting in the continued
         utilization of such assets (or the operating products of such assets)
         by the Company (any transaction described in part (I) or (II) being
         referred to as a "Corporate Transaction"); excluding, however, a
         Corporate Transaction pursuant to which all of paragraphs (A), (B), and
         (C) below are applicable:

         (A)      All or substantially all of the individuals and entities who
                  are the beneficial owners, respectively, of the Outstanding
                  Company Common Stock and Outstanding Company Voting Securities
                  immediately prior to such Corporate Transaction beneficially
                  own, directly or indirectly, more than 50% of, respectively,
                  the then outstanding shares of common equity securities and
                  the combined voting power of the then outstanding voting
                  securities entitled to vote generally in the election of
                  directors, as the case may be, of the ultimate parent entity
                  resulting from such Corporate Transaction (including, without
                  limitation, an entity which, as a result of such transaction,
                  owns the Company or all or substantially all of the assets of
                  the Company either directly or through one or more
                  subsidiaries) in substantially the same relative proportions
                  as their ownership, immediately prior to such Corporate
                  Transaction, of the Outstanding Company Common Stock and
                  Outstanding Company Voting Securities, as the case may be.

         (B)      No Person (other than the Company, any Company Plan or related
                  trust, the corporation resulting from such Corporate
                  Transaction, and any Person which beneficially owned,
                  immediately prior to such Corporate Transaction, directly or
                  indirectly, twenty-five percent (25%) or more of the
                  Outstanding Company Common Stock or the Outstanding Company
                  Voting Securities, as the case may be) will beneficially own,
                  directly or indirectly, twenty-five percent (25%) or more of,
                  respectively, the then outstanding common stock of the
                  ultimate parent entity resulting from such Corporate
                  Transaction or the combined voting power of the then
                  outstanding voting securities of such entity.

         (C)      Individuals who were members of the Incumbent Board will
                  constitute at least a majority of the members of the board of
                  directors of the ultimate parent entity resulting from such
                  Corporate Transaction.

         (iv) Approval by the shareholders of the Company of a plan of complete
         liquidation or dissolution of the Company.


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(d)      Code. The term "Code" means the Internal Revenue Code of 1986, as
         amended. A reference to any provision of the Code shall include
         reference to any successor provision of the Code.

(e)      Eligible Person. The term "Eligible Person" shall mean any employee of
         the Company or a Subsidiary or any person providing or that has
         provided services to the Company or a Subsidiary. An Award may be
         granted to an employee, in connection with hiring, retention or
         otherwise, prior to the date the employee first performs services for
         the Company or the Subsidiaries, provided that such Awards shall not
         become vested prior to the date the employee first performs such
         services.

(f)      Fair Market Value. For purposes of determining the "Fair Market Value"
         of a share of Stock as of any date, the following rules shall apply:

         (i) If the principal market for the Stock is a national securities
         exchange or the Nasdaq stock market, then the "Fair Market Value" as of
         that date shall be the mean between the lowest and highest reported
         sale prices of the Stock on that date on the principal exchange or
         market on which the Stock is then listed or admitted to trading.

         (ii) If sale prices are not available or if the principal market for
         the Stock is not a national securities exchange and the Stock is not
         quoted on the Nasdaq stock market, the average between the highest bid
         and lowest asked prices for the Stock on such day as reported on the
         Nasdaq OTC Bulletin Board Service or by the National Quotation Bureau,
         Incorporated or a comparable service.

         (iii) If the day is not a business day, and as a result, paragraphs (i)
         and (ii) next above are inapplicable, the Fair Market Value of the
         Stock shall be determined as of the next earlier business day. If
         paragraphs (i) and (ii) next above are otherwise inapplicable, then the
         Fair Market Value of the Stock shall be determined in good faith by the
         Committee.

(g)      Subsidiaries. The term "Subsidiary" means any company during any period
         in which it is a "subsidiary corporation" (as that term is defined in
         Code section 424(f)) with respect to the Company.

(h)      Stock. The term "Stock" shall mean shares of common stock of the
         Company or, if there is more than one class of common stock of the
         Company, shares of the class of common stock having the rights which
         are most comparable to those of the common stock outstanding on the
         Effective Date.


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                                    SECTION 9
                         EMPLOYEE STOCK PURCHASE PROGRAM

         The Committee shall have the authority to implement the Employee Stock
Purchase Program (the "ESPP") which is set forth in Appendix B, which is
attached to and forms a part of this Plan. Subject to Appendix A, any shares of
Stock available for delivery pursuant to paragraph 4.2(b) shall also be
available for delivery under the ESPP.



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<PAGE>   14
                                   APPENDIX A

                            VAST SOLUTIONS, INC. 2000
                         LONG-TERM STOCK INCENTIVE PLAN

         Notwithstanding any other provision of the Plan to the contrary, the
following provisions shall be applicable to the Plan:

         A-1. Exercise Price. With respect to any Option or SAR granted to any
person who possesses more than 10% of the total combined voting power of all
classes of stock of the Company or any Subsidiary or Parent (as defined in Code
section 424(e)) of the Company such Option or SAR shall have an exercise price
not less than 110% of the Fair Market Value of a share of Stock on the date of
grant.

         A-2. Expiration. All Options granted under the Plan shall expire not
later than the 10- year anniversary of the date of grant.

         A-3. Transferability. Awards granted pursuant to the Plan are not
transferable except by the laws of descent and distribution.

         A-4. Adjustment. In the event of a corporate transaction involving the
Company (including, without limitation, any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reclassification, reorganization,
merger, consolidation, split-up, spin-off, combination or exchange of shares),
the Committee shall adjust Awards to preserve the benefits or potential benefits
of the Awards. Action by the Committee may include: (i) adjustment of the number
and kind of shares which may be delivered under the Plan; (ii) adjustment of the
number and kind of shares subject to outstanding Awards; (iii) adjustment of the
Exercise Price of outstanding Options and SARs; and (iv) any other adjustments
that the Committee determines to be equitable.

         A-5. Exercisability. Any Option granted under the Plan shall become
exercisable at a rate of at least 20% per year over 5 years from the date the
Option is granted, provided the Participant is employed by the Company at such
time. In addition, if the Participant resigns from employment, or is terminated
by the Company for any reason other than cause (as defined by applicable law),
any Options which have become exercisable prior to the time of such termination,
shall remain exercisable for:

(a)      12 months from the date of such termination if such termination was
         caused by death or disability; or

(b)      90 days from the date of such termination if such termination was
         caused by reasons other than death or disability.



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