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                                                                   Exhibit 10.18

                                WEBHELP.COM, INC.
                          1999 LONG TERM INCENTIVE PLAN

                  SECTION 1. PURPOSE. The purposes of this Webhelp.com, Inc.
1999 Long Term Incentive Plan (the "Plan") are to encourage selected employees,
officers, directors and consultants of, and other individuals providing services
to, Webhelp.com, Inc. (together with any successor thereto, the "Company") and
its Affiliates (as defined below) to acquire a proprietary interest in the
growth and performance of the Company, to generate an increased incentive to
contribute to the Company's future success and prosperity thus enhancing the
value of the Company for the benefit of its shareholders, and to enhance the
ability of the Company and its Affiliates to attract and retain exceptionally
qualified individuals upon whom, in large measure, the sustained progress,
growth and profitability of the Company depend.

                  SECTION 2.  DEFINITIONS.  As used in the Plan, the following
terms shall have the meanings set forth below:

                  "Affiliate" shall mean (i) any entity that, directly or
through one or more intermediaries, is controlled by the Company and (ii) any
entity in which the Company has a significant equity interest, as determined by
the Committee.

                  "Award" shall mean any Option, Stock Appreciation Right,
Restricted Security, Performance Award, or Other Stock-Based Award granted under
the Plan.

                  "Award Agreement" shall mean any written agreement, contract
or other instrument or document evidencing any Award granted under the Plan.

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

                  "Cause", as used in connection with the termination of a
Participant's employment, shall mean (i) with respect to any Participant
employed under a written employment agreement with the Company or an Affiliate
of the Company which agreement includes a definition of "cause," "cause" as
defined in such agreement or, if such agreement contains no such definition, a
material breach by the Participant of such agreement, or (ii) with respect to
any other Participant, the failure to perform adequately in carrying out such
Participant's employment responsibilities, including any directives from the
Board, or engaging in such behavior in his personal or business life as to lead
the Committee in its reasonable judgment to determine that it is in the best
interests of the Company to terminate his employment.

                  "Common Stock"  shall mean the common stock of the Company,
$.01 par value.

                  "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and the regulations promulgated thereunder.


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                  "Committee" shall mean the Compensation Committee or any other
committee of the Board designated by the Board to administer the Plan and
composed of not less than three nonemployee directors.

                  "Common Shares" shall mean any or all, as applicable, of the
Common Stock and such other securities or property as may become the subject of
Awards, or become subject to Awards, pursuant to an adjustment made under
Section 4(b) of the Plan and any other securities of the Company or any
Affiliate or any successor that may be so designated by the Committee.

                  "Employee" shall mean any employee of the Company or of any
Affiliate.

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

                  "Fair Market Value" shall mean (A) with respect to any
property other than the Common Shares, the fair market value of such property
determined by such methods or procedures as shall be established from time to
time by the Committee; and (B) with respect to the Common Shares, the last sale
price regular way on the date of reference, or, in case no sale takes place on
such date, the average of the high bid and low asked prices, in either case on
the principal national securities exchange on which the Common Shares are listed
or admitted to trading, or if the Common Shares are not listed or admitted to
trading on any national securities exchange, the last sale price reported on The
Nasdaq National Market on such date, or the average of the closing high bid and
low asked prices in The Nasdaq SmallCap Market on such date, whichever is
applicable, or if there are no such prices reported on The Nasdaq Stock Market
on such date, as furnished to the Committee by any New York Stock Exchange
member selected from time to time by the Committee for such purpose. If there is
no bid or asked price reported on any such date, the Fair Market Value shall be
determined by the Committee in accordance with the regulations promulgated under
Section 2031 of the Code, or by any other appropriate method selected by the
Committee.

                  "Good Reason", as used in connection with the termination of a
Participant's employment, shall mean (i) with respect to any Participant
employed under a written employment agreement with the Company or an Affiliate
of the Company, "good reason" as defined in such written agreement or, if such
agreement contains no such definition, a material breach by the Company of such
agreement, or (ii) with respect to any other Participant, a failure by the
Company to pay such Participant any amount otherwise vested and due and a
continuation of such failure for 30 business days following notice to the
Company thereof.

                  "Incentive Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is intended to meet the requirements of Section
422 of the Code or any successor provision thereto.

                  "Non-Qualified Stock Option" shall mean an option granted
under Section 6(a) of the Plan that is not intended to be an Incentive Stock
Option. Any stock option granted by the Committee which is not designated an
Incentive Stock Option shall be deemed a Non-Qualified Stock Option.

                  "Option" shall mean an Incentive Stock Option or a
Non-Qualified Stock Option.

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                  "Other Stock-Based Award" shall mean any right granted under
Section 6(e) of the Plan.

                  "Participant" shall mean any individual granted an Award under
the Plan.

                  "Performance Award" shall mean any right granted under Section
6(d) of the Plan.

                  "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, or
government or political subdivision thereof.

                  "Released Securities" shall mean securities that were
Restricted Securities but with respect to which all applicable restrictions have
expired, lapsed or been waived in accordance with the terms of the Plan or the
applicable Award Agreement.

                  "Restricted Securities" shall mean any Common Shares granted
under Section 6(c) of the Plan, any right granted under Section 6(c) of the Plan
that is denominated in Common Shares or any other Award under which issued and
outstanding Common Shares are held subject to certain restrictions.

                  "Rule 16a-1" and "Rule 16b-3" shall mean, respectively, Rule
16a-1 and Rule 16b-3 promulgated by the Securities and Exchange Commission under
the Exchange Act, or any successor rule or regulation thereto as in effect from
time to time.

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

                  "Stock Appreciation Right" shall mean any right granted under
Section 6(b) of the Plan.

                  SECTION 3. ADMINISTRATION. The Plan shall be administered by
the Committee. Subject to the terms of the Plan and applicable law, and in
addition to other express powers and authorizations conferred on the Committee
by the Plan, the Committee shall have full power and authority to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to an
eligible Employee or other individual under the Plan; (iii) determine the number
and classification of Common Shares to be covered by (or with respect to which
payments, rights or other matters are to be calculated in connection with)
Awards; (iv) determine the terms and conditions of any Award; (v) determine
whether, to what extent, and under what circumstances Awards may be settled or
exercised in cash, Common Shares, other securities, other Awards or other
property, or canceled, forfeited or suspended, and the method or methods by
which Awards may be settled, exercised, canceled, forfeited or suspended; (vi)
determine requirements for the vesting of Awards or performance criteria to be
achieved in order for Awards to vest; (vii) determine whether, to what extent
and under what circumstances cash, Common Shares, other securities, other
Awards, other property and other amounts payable with respect to an Award under
the Plan shall be deferred either automatically or at the election of the holder
thereof or of the Committee; (viii) interpret and administer the Plan and any
instrument or agreement relating to, or Award made under, the Plan; (ix)
establish, amend, suspend or waive such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration of


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the Plan; and (x) make any other determination and take any other action that
the Committee deems necessary or desirable for the administration of the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect to the
Plan or any Award shall be within the sole discretion of the Committee, may be
made at any time and shall be final, conclusive and binding upon all Persons,
including the Company, any Affiliate, any Participant, any holder or beneficiary
of any Award, any shareholder and any Employee. Notwithstanding the foregoing,
the maximum number of Awards which may be granted to any one Participant under
this Plan in any one-year period shall not exceed _____ Common Shares, subject
to the adjustments provided in Section 4(b) hereof and no Awards under this Plan
shall be granted after June 30, 2009.

                  SECTION 4.  COMMON SHARES AVAILABLE FOR AWARDS.

                  (a) COMMON SHARES AVAILABLE.  Subject to adjustment as
provided in Section 4(b):

                           (i) CALCULATION OF NUMBER OF COMMON SHARES AVAILABLE.
                  The number of Common Shares available for granting Awards
                  under the Plan shall be ______, any or all of which may be or
                  may be based on Common Stock, any other security which becomes
                  the subject of Awards, or any combination thereof. Initially
                  ______ shares of Common Stock shall be reserved for Awards
                  hereunder. Further, if, after the effective date of the Plan,
                  any Common Shares covered by an Award granted under the Plan
                  or to which such an Award relates, are forfeited, or if an
                  Award otherwise terminates or is canceled without the delivery
                  of Shares or of other consideration, then the Common Shares
                  covered by such Award or to which such Award relates, or the
                  number of Common Shares otherwise counted against the
                  aggregate number of Common Shares available under the Plan
                  with respect to such Award, to the extent of any such
                  forfeiture, termination or cancellation, shall again be, or
                  shall become, available for granting Awards under the Plan.

                       (ii) ACCOUNTING FOR AWARDS.  For purposes of this
                  Section 4,

                           (A) if an Award is denominated in or based upon
                  Common Shares, the number of Common Shares covered by such
                  Award or to which such Award relates shall be counted on the
                  date of grant of such Award against the aggregate number of
                  Common Shares available for granting Awards under the Plan and
                  against the maximum number of Awards available to any
                  Participant; and

                           (B) Awards not denominated in Common Shares may be
                  counted against the aggregate number of Common Shares
                  available for granting Awards under the Plan and against the
                  maximum number of Awards available to any participant in such
                  amount and at such time as the Committee shall determine under
                  procedures adopted by the Committee consistent with the
                  purposes of the Plan;

         PROVIDED, HOWEVER, that Awards that operate in tandem with (whether
         granted simultaneously with or at a different time from), or that are
         substituted for, other Awards


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         may be counted or not counted under procedures adopted by the
         Committee in order to avoid double counting. Any Common Shares that
         are delivered by the Company, and any Awards that are granted by, or
         become obligations of, the Company, through the assumption by the
         Company or an Affiliate of, or in substitution for, outstanding awards
         previously granted by an acquired company shall, in the case of Awards
         granted to Participants who are officers or directors of the Company
         for purposes of Section 16 of the Exchange Act, be counted against the
         Common Shares available for granting Awards under the Plan.

                           (iii) SOURCES OF COMMON SHARES DELIVERABLE UNDER
                  AWARDS. Any Common Shares delivered pursuant to an Award may
                  consist, in whole or in part, of authorized and unissued
                  Common Shares or of treasury Common Shares.

                  (b) ADJUSTMENTS. In the event that the Committee shall
determine that any dividend or other distribution (whether in the form of cash,
Common Shares, other securities or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase or exchange of Common Shares or other
securities of the Company, issuance of warrants or other rights to purchase
Common Shares or other securities of the Company, or other similar corporate
transaction or event affects the Common Shares such that an adjustment is
determined by the Committee to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan, then the Committee shall, in such manner as it may deem
equitable, adjust any or all of (i) the number and kind of Common Shares (or
other securities or property) which thereafter may be made the subject of
Awards, (ii) the number and kind of Common Shares (or other securities or
property) subject to outstanding Awards, and (iii) the grant or exercise price
with respect to any Award or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award; PROVIDED, HOWEVER, that the
number of Common Shares subject to any Award denominated in Common Shares shall
always be a whole number.

                  In connection with any merger or consolidation in which the
Company is not the surviving corporation and which results in the holders of the
outstanding voting securities of the Company (determined immediately prior to
such merger or consolidation) owning less than a majority of the outstanding
voting securities of the surviving corporation (determined immediately following
such merger or consolidation), or any sale or transfer by the Company of all or
substantially all its assets or any tender offer or exchange offer for or the
acquisition, directly or indirectly, by any person or group of all or a majority
of the then outstanding voting securities of the Company, all outstanding
Options under the Plan shall become exercisable in full, notwithstanding any
other provision of the Plan or of any outstanding Options granted thereunder, on
and after (i) the fifteenth day prior to the effective date of such merger,
consolidation, sale, transfer or acquisition or (ii) the date of commencement of
such tender offer or exchange offer, as the case may be. The provisions of the
foregoing sentence shall apply to any outstanding Options which are Incentive
Stock Options to the extent permitted by Section 422(d) of the Code and such
outstanding Options in excess thereof shall, immediately upon the occurrence of
the event described in clause (i) or (ii) of the foregoing sentence, be treated
for all purposes of the Plan as Non-Qualified Stock Options and shall be
immediately exercisable as such as provided in the foregoing sentence.


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                  SECTION 5. ELIGIBILITY. Any Employee, including any officer or
employee-director of the Company or of any Affiliate, and any consultant of, or
other individual providing services to, the Company or any Affiliate shall be
eligible to be designated a Participant. A non-employee director shall be
eligible to receive Non-Qualified Stock Options under the Plan.

                  SECTION 6.  AWARDS.

                  (a) OPTIONS. The Committee is hereby authorized to grant to
eligible individuals options to purchase Common Shares (each, an "Option") which
shall contain the following terms and conditions and with such additional terms
and conditions, in either case not inconsistent with the provisions of the Plan,
as the Committee shall determine:

                           (i) EXERCISE PRICE. The purchase price per Common
                  Share purchasable under an Option shall be determined by the
                  Committee; PROVIDED, HOWEVER, that such purchase price shall
                  not be less than one hundred percent (100%) of the Fair Market
                  Value of a Common Share on the date of grant of such Option,
                  or such other price as required under Subsection 6(a)(iv)
                  hereof.

                           (ii) TIME AND METHOD OF EXERCISE. Subject to the
                  terms of Section 6(a)(iii), the Committee shall determine the
                  time or times at which an Option may be exercised in whole or
                  in part, and the method or methods by which, and the form or
                  forms (including, without limitation, cash, Common Shares,
                  outstanding Awards, or other property, or any combination
                  thereof, having a Fair Market Value on the exercise date equal
                  to the relevant exercise price) in which, payment of the
                  exercise price with respect thereto may be made or deemed to
                  have been made.

                           (iii) EXERCISABILITY UPON DEATH, RETIREMENT AND
                  TERMINATION OF EMPLOYMENT. Subject to the condition that no
                  Option may be exercised in whole or in part after the
                  expiration of the Option period specified in the applicable
                  Award Agreement:

                           (A) Subject to the terms of paragraph (D) below, upon
                  the death of a Participant while employed or within 3 months
                  of retirement or disability as defined in paragraph (B) below,
                  the Person or Persons to whom such Participant's rights with
                  respect to any Option held by such Participant are transferred
                  by will or the laws of descent and distribution may, prior to
                  the expiration of the earlier of: (1) the outside exercise
                  date determined by the Committee at the time of granting the
                  Option, or (2) nine months after such Participant's death,
                  purchase any or all of the Common Shares with respect to which
                  such Participant was entitled to exercise such Option
                  immediately prior to such Participant's death, and any Options
                  not so exercisable will lapse on the date of such
                  Participant's death;

                           (B) Subject to the terms of paragraph (D) below, upon
                  termination of a Participant's employment with the Company (x)
                  as a result of retirement pursuant to a retirement plan of the
                  Company or an Affiliate or disability (as determined by


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                  the Committee) of such Participant, (y) by the Company other
                  than for Cause, or (z) by the Participant with Good Reason,
                  such Participant may, prior to the expiration of the earlier
                  of: (1) the outside exercise date determined by the
                  Committee at the time of granting the Option, or (2) three
                  months after the date of such termination, purchase any or
                  all of the Common Shares with respect to which such
                  Participant was entitled to exercise any Options immediately
                  prior to such termination, and any Options not so
                  exercisable will lapse on such date of termination;

                           (C) Subject to the terms of paragraph (D) below, upon
                  termination of a Participant's employment with the Company
                  under any circumstances not described in paragraphs (A) or (B)
                  above, such Participant's Options shall be canceled to the
                  extent not theretofore exercised;

                           (D) Upon (i) the death of the Participant, or (ii)
                  termination of the Participant's employment with the Company
                  (x) by the Company other than for Cause (y) by the Participant
                  with Good Reason or (z) as a result of retirement or
                  disability as defined in paragraph (B) above, the Company
                  shall have the right to cancel all of the Options such
                  Participant was entitled to exercise at the time of such death
                  or termination (subject to the terms of paragraphs (A) or (B)
                  above) for a payment in cash equal to the excess, if any, of
                  the Fair Market Value of one Common Share on the date of death
                  or termination over the exercise price of such Option for one
                  Common Share times the number of Common Shares subject to the
                  Option and exercisable at the time of such death or
                  termination; and

                           (E) Upon expiration of the respective periods set
                  forth in each of paragraphs (A) through (C) above, the Options
                  of a Participant who has died or whose employment has been
                  terminated shall be canceled to the extent not theretofore
                  canceled or exercised.

                           (F) For purposes of paragraphs (A) through (D) above,
                  the period of service of an individual as a director or
                  consultant of the Company or an Affiliate shall be deemed the
                  period of employment.

                           (iv) INCENTIVE STOCK OPTIONS. The following
                  provisions shall apply only to Incentive Stock Options granted
                  under the Plan:

                           (A) No Incentive Stock Option shall be granted to any
                  eligible Employee who, at the time such Option is granted,
                  owns securities possessing more than ten percent (10%) of the
                  total combined voting power of all classes of securities of
                  the Company or of any Affiliate, except that such an Option
                  may be granted to such an Employee if at the time the Option
                  is granted the option price is at least one hundred ten
                  percent (110%) of the Fair Market Value of the Common Shares
                  (determined in accordance with Section 2) subject to the
                  Option, and the Option by its terms is not exercisable after
                  the expiration of five (5) years from the date the Option is
                  granted; and

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                                                                               8


                           (B) To the extent that the aggregate Fair Market
                  Value of the Common Shares with respect to which Incentive
                  Stock Options (without regard to this subsection) are
                  exercisable for the first time by any individual during any
                  calendar year (under all plans of the Company and its
                  Affiliates) exceeds $100,000, such Options shall be treated as
                  Non-Qualified Stock Options. This subsection shall be applied
                  by taking Options into account in the order in which they were
                  granted. If some but not all Options granted on any one day
                  are subject to this subsection, then such Options shall be
                  apportioned between Incentive Stock Option and Non-Qualified
                  Stock Option treatment in such manner as the Committee shall
                  determine. For purposes of this subsection, the Fair Market
                  Value of any Common Shares shall be determined, in accordance
                  with Section 2, as of the date the Option with respect to such
                  Common Shares is granted.

                           (v) OTHER TERMS AND CONDITIONS OF OPTIONS.
                  Notwithstanding any provision contained in the Plan to the
                  contrary, during any period when any member of the Committee
                  shall not be a "nonemployee director" as defined in Rule
                  16b-3, then, the terms and conditions of Options granted under
                  the Plan to any director or officer, as defined in Rule 16a-1,
                  of the Company during such period, unless other terms and
                  conditions are approved in advance by the Board, shall be as
                  follows:

                           (A) The price at which each Common Share subject to
                  an option may be purchased shall, subject to any adjustments
                  which may be made pursuant to Section 4, in no event be less
                  than the Fair Market Value of a Common Share on the date of
                  grant, and provided further that in the event the option is
                  intended to be an Incentive Stock Option and the optionee owns
                  on the date of grant securities possessing more than ten
                  percent (10%) of the total combined voting power of all
                  classes of securities of the Company or of any Affiliate, the
                  price per share shall not be less than one hundred ten percent
                  (110%) of the Fair Market Value per Common Share on the date
                  of grant.

                           (B) The Option may be exercised to purchase Common
                  Shares covered by the Option not sooner than six (6) months
                  following the date of grant. The Option shall terminate and no
                  Common Shares may be purchased thereunder more than ten (10)
                  years after the date of grant, provided that if the Option is
                  intended to be an Incentive Stock Option and the Optionee owns
                  on the date of grant securities possessing more than ten
                  percent (10%) of the total combined voting power of all
                  classes of securities of the Company or of any Affiliate, the
                  Option shall terminate and no Common Shares may be purchased
                  thereunder more than five (5) years after the date of grant.

                  (b) STOCK APPRECIATION RIGHTS. The Committee is hereby
authorized to grant to eligible Employees "Stock Appreciation Rights." Each
Stock Appreciation Right shall consist of a right to receive the excess of (i)
the Fair Market Value of one Common Share on the date of exercise or, if the
Committee shall so determine in the case of any such right other than one
related to any Incentive Stock Option, at any time during a specified period
before or after the date of exercise over (ii) the grant price of the right as
specified by the Committee, which shall


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not be less than one hundred percent (100%) of the Fair Market Value of one
Common Share on the date of grant of the Stock Appreciation Right (or, if the
Committee so determines, in the case of any Stock Appreciation Right
retroactively granted in tandem with or in substitution for another Award, on
the date of grant of such other Award). Subject to the terms of the Plan and any
applicable Award Agreement, the grant price, term, methods of exercise, methods
of settlement, and any other terms and conditions of any Stock Appreciation
Right granted under the Plan shall be as determined by the Committee. The
Committee may impose such conditions or restrictions on the exercise of any
Stock Appreciation Right as it may deem appropriate.

                  (c) RESTRICTED SECURITIES.

                           (i) ISSUANCE. The Committee is hereby authorized to
                  grant to eligible Employees "Restricted Securities" which
                  shall consist of the right to receive, by purchase or
                  otherwise, Common Shares which are subject to such
                  restrictions as the Committee may impose (including, without
                  limitation, any limitation on the right to vote such Common
                  Shares or the right to receive any dividend or other right or
                  property), which restrictions may lapse separately or in
                  combination at such time or times, in such installments or
                  otherwise, as the Committee may deem appropriate.

                           (ii) REGISTRATION. Restricted Securities granted
                  under the Plan may be evidenced in such manner as the
                  Committee may deem appropriate, including, without limitation,
                  book-entry registration or issuance of a stock certificates or
                  certificates. In the event any stock certificate is issued in
                  respect of Restricted Securities granted under the Plan, such
                  certificate shall be registered in the name of the Participant
                  and shall bear an appropriate legend referring to the terms,
                  conditions and restrictions applicable to such Restricted
                  Securities.

                           (iii) FORFEITURE. Except as otherwise determined by
                  the Committee, upon termination of a Participant's employment
                  for any reason during the applicable restriction period, all
                  of such Participant's Restricted Securities which had not
                  become Released Securities by the date of termination of
                  employment shall be forfeited and reacquired by the Company;
                  PROVIDED, HOWEVER, that the Committee may, when it finds that
                  a waiver would be in the best interests of the Company, waive
                  in whole or in part any or all remaining restrictions with
                  respect to such Participant's Restricted Securities.
                  Unrestricted Common Shares, evidenced in such manner as the
                  Committee shall deem appropriate, shall be issued to the
                  holder of Restricted Securities promptly after such Restricted
                  Securities become Released Securities.

                  (d) PERFORMANCE AWARDS. The Committee is hereby authorized to
grant to eligible Employees "Performance Awards." Each Performance Award shall
consist of a right, (i) denominated or payable in cash, Common Shares, other
securities or other property (including, without limitation, Restricted
Securities), and (ii) which shall confer on the holder thereof rights valued as
determined by the Committee and payable to, or exercisable by, the holder of the
Performance Award, in whole or in part, upon the achievement of such performance
goals during such performance periods as the Committee shall establish. Subject
to the terms of the Plan and


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                                                                              10


any applicable Award Agreement, the performance goals to be achieved during any
performance period, the length of any performance period, the amount of any
Performance Award granted, the termination of a Participant's employment and the
amount of any payment or transfer to be made pursuant to any Performance Award
shall be determined by the Committee and by the other terms and conditions of
any Performance Award. The Committee shall issue performance goals prior to the
commencement of the performance period to which such performance goals pertain.

                  (e) OTHER STOCK-BASED AWARDS. The Committee is hereby
authorized to grant to eligible Employees "Other Stock-Based Awards." Each Other
Stock-Based Award shall consist of a right (i) which is other than an Award or
right described in Section 6(a), (b), (c) or (d) above and (ii) which is
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on or related to, Common Shares (including, without limitation,
securities convertible into Common Shares) as are deemed by the Committee to be
consistent with the purposes of the Plan; PROVIDED, HOWEVER, that such right
shall comply, to the extent deemed desirable by the Committee, with Rule 16b-3
and applicable law. Subject to the terms of the Plan and any applicable Award
Agreement, the Committee shall determine the terms and conditions of Other
Stock-Based Awards. Common Shares or other securities delivered pursuant to a
purchase right granted under this Section 6(e) shall be purchased for such
consideration, which may be paid by such method or methods and in such form or
forms, including, without limitation, cash, Common Shares, other securities,
other Awards, other property, or any combination thereof, as the Committee shall
determine.

                  (f) GENERAL.

                           (i) NO CASH CONSIDERATION FOR AWARDS.  Awards
                  may be granted for no cash consideration or for such minimal
                  cash consideration as may be required by applicable law.

                           (ii) AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER.
                  Awards may, in the discretion of the Committee, be granted
                  either alone or in addition to, in tandem with, or in
                  substitution for any other Award, except that in no event
                  shall an Incentive Stock Option be granted together with a
                  Non-Qualified Stock Option in such a manner that the exercise
                  of one Option affects the right to exercise the other. Awards
                  granted in addition to or in tandem with other Awards may be
                  granted either at the same time as or at a different time from
                  the grant of such other awards.

                           (iii) FORMS OF PAYMENT UNDER AWARDS. Subject to the
                  terms of the Plan and of any applicable Award Agreement,
                  payments or transfers to be made by the Company or an
                  Affiliate upon the grant, exercise or payment of an Award may
                  be made in such form or forms as the Committee shall
                  determine, including, without limitation, cash, Common Shares,
                  other securities, other Awards, or other property, or any
                  combination thereof, and may be made in a single payment or
                  transfer, in installments, or on a deferred basis, in each
                  case in accordance with rules and procedures established by
                  the Committee. Such rules and procedures may include, without
                  limitation, provisions for the payment or crediting of
                  reasonable interest on installment or deferred payments. In
                  accordance with the


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                                                                              11


                  above, the Committee may elect (i) to pay a Participant (or
                  such Participant's permitted transferee) upon the exercise
                  of an Option in whole or in part, in lieu of the exercise
                  thereof and the delivery of Common Shares thereunder, an
                  amount of cash equal to the excess, if any, of the Fair
                  Market Value of one Common Share on the date of such
                  exercise over the exercise price of such Option for one
                  Common Share times the number of Common Shares subject to
                  the Option or portion thereof so exercised or (ii) to settle
                  other stock denominated Awards in cash.

                       (iv) LIMITS ON TRANSFER OF AWARDS.

                           (A) No award (other than Released Securities), and no
                  right under any such Award, may be assigned, alienated,
                  pledged, attached, sold or otherwise transferred or encumbered
                  by a Participant otherwise than by will or by the laws of
                  descent and distribution (or, in the case of Restricted
                  Securities, to the Company) and any such purported assignment,
                  alienation, pledge, attachment, sale or other transfer or
                  encumbrance shall be void and unenforceable against the
                  Company or any Affiliate.

                           (B) Each award, and each right under any Award, shall
                  be exercisable, during the Participant's lifetime only by the
                  Participant or if permissible under applicable law, by the
                  Participant's guardian or legal representative.

                           (v) TERMS OF AWARDS. The term of each Award shall be
                  for such period as may be determined by the Committee;
                  PROVIDED, HOWEVER, that in no event shall the term of any
                  Option exceed a period of ten years from the date of its
                  grant.

                           (vi) RULE 16b-3 SIX-MONTH LIMITATIONS. To the extent
                  required in order to maintain the exemption provided under
                  Rule 16b-3 only, any equity security offered pursuant to the
                  Plan must be held for at least six months after the date of
                  grant, and with respect to any derivative security issued
                  pursuant to the Plan, at least six months must elapse from the
                  date of acquisition of such derivative security to the date of
                  disposition of the derivative security (other than upon
                  exercise or conversion) or its underlying equity security.
                  Terms used in the preceding sentence shall, for the purposes
                  of such sentence only, have the meanings, if any, assigned or
                  attributed to them under Rule 16b-3.

                           (vii) COMMON SHARE CERTIFICATES. All certificates for
                  Common Shares delivered under the Plan pursuant to any Award
                  or the exercise thereof shall be subject to such stop transfer
                  orders and other restrictions as the Committee may deem
                  advisable under the Plan or the rules, regulations, and other
                  requirements of the Securities and Exchange Commission, any
                  stock exchange upon which such Common Shares are then listed,
                  and any applicable Federal or state securities laws, and the
                  Committee may cause a legend or legends to be put on any such
                  certificates to make appropriate reference to such
                  restrictions.

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                                                                              12


                           (viii) DELIVERY OF COMMON SHARES OR OTHER SECURITIES
                  AND PAYMENT BY PARTICIPANT OF CONSIDERATION. No Common Shares
                  or other securities shall be delivered pursuant to any Award
                  until payment in full of any amount required to be paid
                  pursuant to the Plan or the applicable Award Agreement is
                  received by the Company. Such payment may be made by such
                  method or methods and in such form or forms as the Committee
                  shall determine, including, without limitation, cash, Common
                  Shares, other securities, other Awards or other property, or
                  any combination thereof; PROVIDED that the combined value, as
                  determined by the Committee, of all cash and cash equivalents
                  and the Fair Market Value of any such Common Shares or other
                  property so tendered to the Company, as of the date of such
                  tender, is at least equal to the full amount required to be
                  paid pursuant to the Plan or the applicable Award Agreement to
                  the Company.

                  SECTION 7. AMENDMENTS; ADJUSTMENTS AND TERMINATION.  Except
to the extent prohibited by applicable law and unless otherwise expressly
provided in an Award Agreement or in the Plan:

                  (a) AMENDMENTS TO THE PLAN. The Board may amend, alter,
suspend, discontinue, or terminate the Plan without the consent of any
shareholder, Participant, other holder or beneficiary of an Award, or other
Person; PROVIDED, HOWEVER, that, subject to the Company's rights to adjust
Awards under Sections 7(c) and (d), any amendment, alteration, suspension,
discontinuation, or termination that would impair the rights of any Participant,
or any other holder or beneficiary of any Award theretofore granted, shall not
to that extent be effective without the consent of such Participant, other
holder or beneficiary of an Award, as the case may be; and PROVIDED FURTHER,
HOWEVER, that notwithstanding any other provision of the Plan or any Award
Agreement, without the approval of the shareholders of the Company no such
amendment, alteration, suspension, discontinuation, or termination shall be made
that would:

                           (i) increase the total number of Common Shares
                  available for Awards under the Plan, except as provided in
                  Section 4 hereof; or

                           (ii) otherwise cause the Plan to cease to comply with
                  any tax or regulatory requirement, including for these
                  purposes any approval or other requirement which is or would
                  be a prerequisite for exemptive relief from Section 16(b) of
                  the Exchange Act.

                  (b) AMENDMENTS TO AWARDS. The Committee may waive any
conditions or rights under, amend any terms of, or alter, suspend, discontinue,
cancel or terminate, any Award theretofore granted, prospectively or
retroactively; PROVIDED, HOWEVER, that, subject to the Company's rights to
adjust Awards under Sections 7(c) and (d), any amendment, alteration,
suspension, discontinuation, cancellation or termination that would impair the
rights of any Participant or holder or beneficiary of any Award theretofore
granted, shall not to that extent be effective without the consent of such
Participant or holder or beneficiary of an Award, as the case may be.

                  (c) ADJUSTMENT OF AWARDS UPON CERTAIN ACQUISITIONS. In the
event the Company or any Affiliate shall assume outstanding employee awards or
the right or obligation to



<PAGE>
                                                                              13


make future such awards in connection with the acquisition of another business
or another corporation or business entity, the Committee may make such
adjustments, not inconsistent with the terms of the Plan, in the terms of Awards
as it shall deem appropriate in order to achieve reasonable comparability or
other equitable relationship between the assumed awards and the Awards granted
under the Plan as so adjusted.

                  (d) ADJUSTMENTS OF AWARDS UPON THE OCCURRENCE OF CERTAIN
UNUSUAL OR NON- RECURRING EVENTS. The Committee is hereby authorized to make
adjustments in the terms and conditions of, and the criteria included in, Awards
in recognition of unusual or non-recurring events (including, without
limitation, the events described in Section 4(b) hereof) affecting the Company,
any Affiliate, or the financial statements of the Company or any Affiliate, or
of changes in applicable laws, regulations, or accounting principles, whenever
the Committee determines that such adjustments are appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan.

                  SECTION 8. GENERAL PROVISIONS.

                  (a) NO RIGHT TO AWARDS. No Employee or other Person shall have
any claim to be granted any Award under the Plan, and there is no obligation for
uniformity of treatment of Employees, or holders or beneficiaries of Awards
under the Plan. The terms and conditions of Awards need not be the same with
respect to each recipient.

                  (b) DELEGATION. Subject to the terms of the Plan and
applicable law, the Committee may delegate to one or more officers or managers
of the Company or any Affiliate, or to a committee of such officers or managers,
the authority, subject to such terms and limitations as the Committee shall
determine, to grant Awards to, or to cancel, modify, waive rights with respect
to, alter, discontinue, suspend, or terminate Awards; PROVIDED, HOWEVER, that,
no such delegation shall be permitted with respect to Awards held by Employees
who are officers or directors of the Company for purposes of Section 16 of the
Exchange Act, or any successor section thereto or who are otherwise subject to
such Section.

                  (c) CORRECTION OF DEFECTS, OMISSIONS, AND INCONSISTENCIES. The
Committee may correct any defect, supply any omission, or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem desirable to carry the Plan into effect.

                  (d) WITHHOLDING. The Company or any Affiliate shall be
authorized to withhold from any Award granted, from any payment due or transfer
made under any Award or under the Plan or from any compensation or other amount
owing to a Participant the amount (in cash, Common Shares, other securities,
other Awards, or other property) of withholding taxes due in respect of an
Award, its exercise, or any payment or transfer under such Award or under the
Plan and to take such other action as may be necessary in the opinion of the
Company or Affiliate to satisfy all obligations for the payment of such taxes.

                  (e) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing
contained in the Plan shall prevent the Company or any Affiliate from adopting
or continuing in effect other or additional compensation arrangements, and such
arrangements may be either generally applicable or applicable only in specific
cases.

<PAGE>
                                                                              14


                  (f) NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate. Further, the Company or an Affiliate may at any time
dismiss a Participant from employment, free from any liability, or any claim
under the Plan, unless otherwise expressly provided in the Plan or in any Award
Agreement.

                  (g) GOVERNING LAW. The validity, construction, and effect of
the Plan and any rules and regulations relating to the Plan shall be determined
in accordance with the laws of the State of Delaware and applicable Federal law.

                  (h) SEVERABILITY. If any provision of the Plan or any Award is
or becomes or is deemed to be invalid, illegal or unenforceable in any
jurisdiction or as to any Person or Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the Plan or
the Award, such provision shall be stricken as to such jurisdiction, Person or
Award and the remainder of the Plan and any such Award shall remain in full
force and effect.

                  (i) NO TRUST OR FUND CREATED. Neither the Plan nor any Award
shall create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate.

                  (j) NO FRACTIONAL COMMON SHARES. No fractional Common Shares
shall be issued or delivered pursuant to the Plan or any Award, and the
Committee shall determine whether cash, other securities, or other property
shall be paid or transferred in lieu of any fractional Common Shares or whether
such fractional Common Shares or any rights thereto shall be canceled,
terminated, or otherwise eliminated.

                  (k) HEADINGS. Headings are given to the Sections and
subsections of the Plan solely as a convenience to facilitate reference. Such
headings shall not be deemed in any way material or relevant to the construction
or interpretation of the Plan or any provision thereof.

                  SECTION 9. ADOPTION, APPROVAL AND EFFECTIVE DATE OF THE PLAN.
The Plan shall be considered adopted and shall become effective on the date the
Plan is approved by the Board; provided, however, that the Plan and any Awards
granted under the Plan shall be void, if the shareholders of the Company shall
not have approved the adoption of the Plan within twelve (12) months after the
effective date, by a majority of votes cast thereon at a meeting of shareholders
duly called and held for such purpose.