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                                                                    EXHIBIT 10.4

                             OAKHURST COMPANY, INC.

                            1998 STOCK INCENTIVE PLAN

1.    1998 STOCK INCENTIVE PLAN PURPOSE. The purpose of this 1998 Stock
      Incentive Plan (the "Plan") of Oakhurst Company, Inc., a Delaware
      corporation (the "Company") is to advance the interests of the Company's
      shareholders by enhancing the Company's ability to attract, retain and
      motivate persons who make (or are expected to make) important
      contributions to the Company by providing those persons with opportunities
      for equity ownership and performance-based incentives and thereby to
      better align the interests of those persons with those of the Company's
      shareholders. Except where the context otherwise requires, the term
      "Company" shall include any of Oakhurst Company, Inc.'s present or future
      subsidiary corporations as defined in Section 424(f) of the Internal
      Revenue Code of 1986, as amended, and any regulations promulgated
      thereunder (the "Code.")

2.    ELIGIBILITY. All of the Company's employees, officers, directors,
      consultants and advisors are eligible to be granted options, restricted
      stock, or other stock-based awards (each, an "Award") under the Plan. Any
      person who has been granted an Award under the Plan shall be deemed a
      "Participant."

3.    ADMINISTRATION & DELEGATION.

      3.1   Administration by the Board of Directors. The Plan will be
            administered by the Board of Directors of the Company (the "Board.")
            The Board shall have authority to grant Awards and to adopt, amend
            and repeal such administrative rules, guidelines and practices
            relating to the Plan as it shall deem advisable. The Board 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 expedient to carry the Plan into effect and it
            shall be the sole and final judge of such expediency. No member of
            the Board shall be liable for any action or determination relating
            to the Plan, and no director or person acting pursuant to the
            authority delegated by the Board shall be liable for any action or
            determination under the Plan made in good faith. All decisions by
            the Board shall be made in the Board's sole discretion and shall be
            final and binding on all persons having or claiming any interest in
            the Plan or in any Award.

      3.2   Appointment of Committees. To the extent permitted by applicable
            law, the Board may delegate any or all of its powers under the Plan
            to one or more committees or subcommittees of the Board (each a
            "Committee.") So long as the Company's common stock (the "Common
            Stock") is registered under the Securities Exchange Act of 1934 (the
            "Exchange Act,") the Board shall appoint one such Committee of not
            less than two members, each member of which shall be a "non-employee
            director" as defined in Rule 16b-3 promulgated under the Exchange
            Act. All references in the Plan to the "Board" shall mean the Board
            or a Committee to the extent that the Board's powers or authority
            under the Plan have been delegated to a Committee.

4.    STOCK AVAILABLE FOR AWARDS.

      4.1   Number of Shares. Subject to adjustment under Section 4.3, Awards
            may be made under the Plan for up to 700,000 shares of Common Stock.
            If any Award (a) expires; (b) is terminated, surrendered or canceled
            without having been fully exercised; or (c) is forfeited in whole or
            in part or results in any Common Stock not being issued, the unused
            Common Stock covered by such Award shall again be available for the
            grant of Awards under the Plan, subject, however, in the case of
            Incentive Stock Options (as hereinafter defined) to any limitation
            required under the Code. Shares issued under the Plan may consist in
            whole or in part of authorized but un-issued shares or treasury
            shares.

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      4.2   Per-Participant Limit. Subject to adjustment under Section 4.3, the
            maximum number of shares with respect to which an Award may be
            granted to any participant under the Plan shall be 350,000 per
            calendar year. The per-participant limit described in this Section
            4.2 shall be construed and applied consistently with Section 162(m)
            of the Code.

      4.3   Adjustment to Common Stock. In the event of any stock split, stock
            dividend, recapitalization, reorganization, merger, consolidation,
            combination, exchange of shares, liquidation, spin-off or other
            similar change in capitalization or event, or any distribution to
            holders of Common Stock other than a normal cash dividend, (a) the
            number and class of securities available under this Plan; (b) the
            number and class of security and exercise price per share subject to
            each outstanding Option (as hereinafter defined); (c) the repurchase
            price per security subject to each outstanding Restricted Stock
            Award (as hereinafter defined); and (d) the terms of each other
            outstanding stock-based Award shall be appropriately adjusted by the
            Company (or substituted Awards may be made, if applicable) to the
            extent the Board shall determine, in good faith, that such an
            adjustment (or substitution) is necessary and appropriate. In the
            event of a conflict between the provisions of this Section 4.3 and
            any action taken by the Board pursuant to Section 9.2, the action
            taken by the Board pursuant to Section 9.2 shall take precedence.

5.    STOCK OPTIONS.

      5.1   General. The Board may grant options to purchase Common Stock (each,
            an "Option") and may determine (a) the number of shares of Common
            Stock to be covered by each Option; (b) the exercise price of each
            Option; and (c) the terms, conditions and limitations applicable to
            the exercise of each Option, including such conditions relating to
            applicable federal or state securities laws as it considers
            necessary, appropriate or advisable. An Option that is not intended
            to be an Incentive Stock Option (as hereinafter defined) shall be
            designated a "Non-Statutory Stock Option."

      5.2   Incentive Stock Options. An Option that the Board intends to be an
            "incentive stock option" as defined in Section 422 of the Code (an
            "Incentive Stock Option") shall only be granted to employees of the
            Company and shall be subject to, and shall be construed consistently
            with, the requirements of Section 422 of the Code. The Company shall
            have no liability to a Participant or any other party if an Option
            (or any part thereof) that is intended to be an Incentive Stock
            Option is for any reason not an Incentive Stock Option.

      5.3   Exercise Price. The Board shall establish the exercise price at the
            time each Option is granted and shall specify it in the applicable
            option agreement.

      5.4   Duration of Options. Each Option shall be exercisable at such times
            and subject to such terms and conditions as the Board may specify in
            the applicable option agreement.

      5.5   Exercise of Options. Options may be exercised only by delivery to
            the Company of a written notice of exercise signed by the
            Participant or other person authorized to do so on behalf of the
            Participant together with payment in full for the number of shares
            being purchased in the manner set forth in Section 5.6.

      5.6   Payment Upon Exercise. The purchase price of Common Stock purchased
            pursuant to the exercise of an Option shall be paid in cash or by
            check payable to the order of the Company except to the extent that
            any other method of payment is permitted by the terms of a
            particular option agreement or generally as to all Options by the
            Board. If the Common Stock is registered under the Exchange Act,
            payment of the purchase price may also be made by delivery of an
            irrevocable and unconditional undertaking by a credit worthy broker
            to deliver promptly to the Company sufficient funds to pay the
            exercise price, or delivery by the Participant to the Company of a
            copy of irrevocable and unconditional instructions to a credit
            worthy broker to deliver promptly to the Company cash or a check
            sufficient to pay the exercise price.

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6.    RESTRICTED STOCK.

      6.1   Grants. The Board may grant Awards entitling the recipients to
            acquire shares of Common Stock subject to the right of the Company
            to repurchase all or some of such shares at their issue price or
            other stated or formula price (or to require forfeiture of such
            shares if issued at no cost to the recipient) from the recipient in
            the event that conditions specified by the Board in the applicable
            Award are not satisfied prior to the end of the applicable
            restriction period or periods established by the Board for such
            Award (each a "Restricted Stock Award.")

      6.2   Terms and Conditions. The Board shall determine the terms and
            conditions of any Restricted Stock Award including the conditions
            for repurchase or forfeiture and the issue price, if any. Any one or
            more stock certificates issued to cover a Restricted Stock Award
            shall be registered in the name of the Participant. Unless otherwise
            determined by the Board, the Participant shall deposit such
            certificates together with a stock power endorsed in blank by the
            Participant with the Company or its designee. At the expiration of a
            restriction period, the Company (or such designee) shall deliver to
            the Participant the certificate representing shares that are no
            longer subject to restrictions. If the Participant has died, the
            certificate shall be delivered to the beneficiary designated by the
            Participant to receive amounts due to, or to exercise the rights of,
            the Participant in the event of his or her death (the "Designated
            Beneficiary.") The manner of such designation shall be determined by
            the Board. In the absence of an effective designation by a
            Participant, Designated Beneficiary shall mean the Participant's
            estate.

7.    OTHER STOCK-BASED AWARDS. The Board shall have the right to grant other
      Awards based upon the Common Stock having such terms and conditions as the
      Board may determine, including the grant of shares based upon certain
      conditions, the grant of securities convertible into Common Stock and the
      grant of stock appreciation rights.

8.    GENERAL PROVISIONS APPLICABLE TO AWARDS.

      8.1   Transferability of Awards. Awards shall not be sold, assigned,
            transferred, pledged or otherwise encumbered by the person to whom
            they are granted, either voluntarily or by operation of law, except
            (a) by will or the laws of descent and distribution; or (b) to
            immediate family members to the extent permitted by applicable laws,
            provided that the transferee delivers to the Company a written
            instrument agreeing to be bound by all of the terms of the Award as
            if the transferee were the person to whom it was granted. "Immediate
            family members" shall consist only of a person's spouse, parent,
            issue or any spouse of any such parent or issue (including issue by
            adoption), or a trust established for the benefit of a person's
            spouse, parent, issue or any spouse of any such parent or issue
            (including issue by adoption.) During the lifetime of the
            Participant, Awards shall be exercisable only by the Participant.
            References to a Participant, to the extent relevant in the context,
            shall include references to authorized transferees; provided
            however, irrespective of any such transfer or assignment of an
            option, the Company shall only be obliged to send notices with
            respect to such option to the original grantee thereof, or in the
            event of the Participant's death or disability, to his or her
            personal representative.

      8.2   Documentation. Each Award under the Plan shall be evidenced by a
            written instrument in such form as the Board shall determine. Each
            Award may contain terms and conditions in addition to those set
            forth in the Plan.

      8.3   Board Discretion. Except as otherwise provided by the Plan, each
            type of Award may be made alone, or in addition or in relation to
            any other type of Award. The terms of each type of Award need not be
            identical, and the Board need not treat Participants uniformly.

      8.4   Termination of Status. The Board shall determine the effect on an
            Award of the disability, death, retirement, authorized leave of
            absence or other change in the employment or other

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            status of a Participant and the extent to which, and the period
            during which, the Participant or the Participant's legal
            representative, conservator, guardian or Designated Beneficiary may
            exercise rights under the Award.

      8.5   Assumption of Options Upon Certain Events. The Board may grant
            Awards under the Plan in substitution for stock and stock-based
            awards held by employees of another entity who become employees of
            the Company as a result of a merger or consolidation of the
            employing entity with the Company or the acquisition by the Company
            of property or stock of the employing entity. Each substitute Award
            shall be granted on such terms and conditions as the Board considers
            appropriate in the circumstances.

      8.6   Withholding. Each Participant shall pay to the Company, or make
            provision satisfactory to the Board for payment of any taxes
            required by law to be withheld in connection with Awards to such
            Participant no later than the date of the event creating the tax
            liability. The Board may allow Participants to satisfy such tax
            obligations in whole or in part in shares of Common Stock, including
            shares retained from the Award creating the tax obligation, valued
            at their fair market value as determined by the Board in good faith.
            The Company may, to the extent permitted by law, deduct any such tax
            obligations from any payment of any kind otherwise due to such
            Participant.

      8.7   Amendment of Award. The Board may amend, modify or terminate any
            outstanding Award, including by (a) substituting therefor another
            Award of the same or a different type; (b) changing the date of
            exercise or realization; and/or (c) by converting an Incentive Stock
            Option to a Non-Statutory Stock Option, provided that the
            Participant's consent to such action shall be required unless the
            Board determines that the action, taking into account any related
            action, would not materially and adversely affect the Participant.

      8.8   Conditions on Delivery of Stock. The Company will not be obligated
            to deliver any shares of Common Stock pursuant to the Plan or to
            remove restrictions from shares previously delivered under the Plan
            until (a) all conditions of the Award have been met or removed to
            the satisfaction of the Company; (b) in the opinion of the Company's
            counsel, all other legal matters in connection with the issuance and
            delivery of such shares have been satisfied, including any
            applicable securities laws and any applicable stock exchange or
            stock market rules and regulations; and (c) the Participant has
            executed and delivered to the Company such representations or
            agreements as the Company may consider appropriate to satisfy the
            requirements of any applicable laws, rules or regulations.

      8.9   Acceleration. The Board may at any time provide that (a) any Option
            shall become immediately exercisable in full or in part; (b) any
            Restricted Stock Award shall be free of some or all restrictions; or
            (c) any other stock-based Award may become exercisable in full or in
            part or free of some or all restrictions or conditions, or otherwise
            realizable in full or in part, as the case may be.

9.    CHANGE IN CONTROL.

      9.1   A "Change in Control of the Company" shall occur or be deemed to
            have occurred only if one of the following events occurs:

            (a)   any "person" as such term is used in Sections 13(d) and 14(d)
                  of the Exchange Act (other than (i) the Company; (ii) any
                  trustee or other fiduciary holding securities under an
                  employee benefit plan of the Company; or (iii) any corporation
                  owned directly or indirectly by the stockholders of the
                  Company in substantially the same proportion as their
                  ownership of stock of the Company), becomes the "beneficial
                  owner" (as defined in Rule 13d-3 under the Exchange Act),
                  directly or indirectly, of securities of the Company
                  representing 50% or more of the combined voting power of the
                  Company's then outstanding securities;

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            (b)   during any period of two consecutive years ending during the
                  term of the Plan (not including any period prior to the
                  adoption of the Plan,) individuals who at the beginning of
                  such period constituted the Board of Directors of the Company
                  together with any new director (other than a new director
                  designated by a person who has entered into an agreement with
                  the Company to effect any transaction described in Section 9.1
                  (a), (c) or (d)) whose election by the Board of Directors or
                  nomination for election by the Company's stockholders was
                  approved by a vote of at least two-thirds of the directors
                  then still in office who were either directors at the
                  beginning of the period or whose election or whose nomination
                  for election was previously so approved, cease for any reason
                  to constitute a majority of the Board of Directors;

            (c)   the stockholders of the Company approve a merger or
                  consolidation of the Company with any other corporation, other
                  than (i) a merger or consolidation which would result in the
                  voting securities of the Company outstanding immediately prior
                  thereto continuing to represent (either by remaining
                  outstanding or by being converted into voting securities of
                  the surviving entity) more than 50% of the combined voting
                  power of the voting securities of the Company or such
                  surviving entity outstanding immediately after such merger or
                  consolidation; or (ii) a merger or consolidation effected to
                  implement a recapitalization of the Company (or similar
                  transaction) in which no "person" (as defined in Section
                  9.1(a),above) acquires more than 50% of the combined voting
                  power of the Company's then outstanding securities; or

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

      9.2   Consequences of a Change in Control of the Company. Upon the
            occurrence of a Change in Control of the Company or the execution by
            the Company of any agreement which results in a Change in Control of
            the Company, the Board shall take one or more of the following
            actions with respect to then outstanding Awards:

            (a)   Provide that such Awards shall be assumed, or equivalent
                  Awards shall be substituted, by the acquiring or succeeding
                  corporation (or an affiliate thereof;) provided however, that
                  any stock options substituted for Incentive Stock Options
                  shall to the extent that it is reasonably practical to do so,
                  be made to satisfy (in the determination of the Board) the
                  requirements of Section 424(a) of the Code, but if a
                  substituted option shall fail for any reason to satisfy such
                  requirements, such Option shall become a non-statutory stock
                  option;

            (b)   In the event of a transaction resulting in a Change in Control
                  of the Company under the terms of which holders of Common
                  Stock will receive upon consummation thereof a cash payment
                  for each share of Common Stock surrendered pursuant to such
                  transaction (the "Acquisition Price,") provide that all
                  outstanding Options shall terminate upon consummation of such
                  transaction and that Participants shall receive, in exchange
                  therefor, a cash payment equal to the amount (if any) by which
                  (1) the Acquisition Price multiplied by the number of shares
                  of Common Stock subject to such outstanding Options (whether
                  or not then exercisable), exceeds (2) the aggregate exercise
                  price of such Options; and/or

            (c)   Accelerate in full the vesting of such Awards.

10.   MISCELLANEOUS.

      10.1  No Right To Employment or Other Status. No person shall have any
            claim or right to be granted an Award, and the grant of an Award
            shall not be construed as giving a Participant the

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            right to continued employment or any other relationship with the
            Company. The Company expressly reserves the right at any time to
            dismiss or otherwise terminate its relationship with a Participant
            free from any liability or claim under the Plan, except as otherwise
            expressly provided in the such Participant's Award.

      10.2  No Rights As Stockholder. Subject to the provisions of the
            applicable Award, no Participant or Designated Beneficiary shall
            have any rights as a stockholder with respect to any shares of
            Common Stock to be distributed with respect to an Award until
            becoming the record holder of such shares.

      10.3  Effective Date and Term of Plan. The Plan shall become effective on
            the date on which it is adopted by the Board. No Awards shall be
            granted under the Plan after the earlier of the tenth anniversary of
            (a) the date on which the Plan was adopted by the Board; and (b) the
            date the Plan was approved by the Company's shareholders, but Awards
            granted within such period may extend beyond such tenth anniversary.

      10.4  Amendment of Plan. The Board may amend, suspend or terminate the
            Plan or any portion thereof at any time, provided that no amendment
            shall be made without stockholder approval if such approval is
            necessary to comply with any applicable tax or regulatory
            requirements. Amendments requiring stockholder approval shall become
            effective when adopted by the Board.

      10.5  Governing Law. The provisions of the Plan and all Awards made under
            the Plan shall be governed by and interpreted in accordance with the
            laws of the State of Delaware, without regard to any of its
            applicable conflicts of law provisions.

                                ----------------
             Adopted by the Board of Directors on December 18, 1998

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