EXHIBIT 10.119

                            INTEGRAMED AMERICA, INC.

                        2000 LONG-TERM COMPENSATION PLAN


         The purpose of the IntegraMed America, Inc. 2000 Long-Term Compensation
Plan (the "Plan") is to provide designated employees of IntegraMed America
Inc.(the "Company") and its subsidiaries, members of the Board of Directors,
agents of , consultants to , independent contractors of and key advisors to the
Company with the opportunity to receive grants of incentive stock options,
non-qualified stock options and restricted stock. The Company believes that the
Plan will encourage the participants to contribute materially to the growth of
the Company, thereby benefiting the Company's shareholders, and will align the
economic interests of the participants with those of the shareholders.

         1.  Administration

         1.1 Committee.  The Plan shall be  administered  and interpreted by the
Compensation Committee of the Board of Directors.

         1.2 Committee Authority. The Committee shall have the sole authority to
(i) determine the individuals to whom grants shall be made under the Plan, (ii)
determine the type, size and terms of the grants to be made to each such
individual, (iii) determine the time when the grants will be made and the
duration of any applicable restriction period, and (iv) deal with any other
matters arising under the Plan.

         1.3 Committee Determinations. The Committee shall have full power and
authority to administer and interpret the Plan, to make factual determinations
and to adopt or amend such rules, regulations, agreements and instruments for
implementing the Plan and for the conduct of its business as it deems necessary
or advisable, in its sole discretion. The Committee's interpretations of the
Plan and all determinations made by the Committee pursuant to the powers vested
in it hereunder shall be conclusive and binding on all persons having any
interest in the Plan or in any awards granted hereunder. All powers of the
Committee shall be executed in its sole discretion, in the best interest of the
Company, not as a fiduciary, and in keeping with the objectives of the Plan and
need not be uniform as to similarly situated individuals.

         2. Grants Awards under the Plan may consist of incentive stock options
as described in Section 5 ("Incentive Stock Options"), non-qualified stock
options as described in Section 5 ("Non-qualified Stock Options")(Incentive
Stock Options and Non-qualified Stock Options are collectively referred to
herein as "Options"), and restricted stock as described in Section 6
("Restricted Stock")(Incentive Stock Options, Non-Qualified Stock Options and
Restricted Stock are collectively referred to herein as "Grants"). All Grants
shall be subject to the terms and conditions set forth herein and to such other
terms and conditions consistent with this Plan as the Committee deems
appropriate and as are specified in writing by the Committee to the individual
in a grant instrument (the "Grant Instrument") or an amendment to the Grant
Instrument. The Committee shall approve the basic form and provisions of each
Grant Instrument. Grants under a particular Section of the Plan need not be
uniform as among the Grantees.

         3.    Term of Plan/Shares Subject to the Plan

         3.1 Term. The Plan shall terminate on such date as is 10 years from the
date the stokholders approve the Plan, except with respect to awards then
outstanding. After such date no further awards shall granted under the Plan.


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         3.2 Shares Authorized. Subject to the adjustment specified below, the
aggregate number of shares of common stock of the Company, $.01 par value
("Company Stock") that may be issued or transferred under the Plan is 600,000
shares. The maximum aggregate number of shares of Company Stock that shall be
subject to Grants made under the Plan to any individual during any calendar year
shall be 50,000 shares. The shares may be authorized but unissued shares of
Company Stock or reacquired shares of Company Stock, including shares purchased
by the Company on the open market for purposes of the Plan. If and to the extent
any shares of Restricted Stock are forfeited, the shares subject to such Grants
shall again be available for purposes of the Plan.

         3.3 Adjustments. If there is any change in the number or kind of shares
of Company Stock outstanding (i) by reason of a stock dividend, spin-off,
recapitalization, stock split or combination or exchange of shares, (ii) by
reason of a merger, reorganization or consolidation in which the Company is the
surviving corporation, (iii) by reason of a reclassification or change in par
value, or (iv) by reason of any other extraordinary or unusual event affecting
the outstanding Company Stock as a class without the Company's receipt of
consideration, or if the value of outstanding shares of Company Stock is
substantially reduced as a result of a spin-off or the Company's payment of an
extraordinary dividend or distribution, the maximum number of shares of Company
Stock available for Grants, the maximum number of shares of Company Stock that
any individual participating in the Plan may be granted in any year, the number
of shares covered by outstanding Grants, the kind of shares issued under the
Plan, and the price per share or the applicable market value of such Grants
shall be appropriately adjusted by the Committee to reflect any increase or
decrease in the number of, or change in the kind or value of, issued shares of
Company Stock to preclude, to the extent practicable, the enlargement or
dilution of rights and benefits under such Grants; provided, however, that any
fractional shares resulting from such adjustment shall be eliminated by rounding
any portion of a share equal to .5 or greater up, and any portion of a share
equal to less than .5 down, in each case to the nearest whole number. Any
adjustments determined by the Committee shall be final, binding and conclusive.

         4.    Eligibility for Participation

         4.1 Eligible Persons. All employees of the Company and its
subsidiaries, including employees who are officers or members of the Board,
individuals to whom an offer of employment has been extended , members of the
Board , agents of , consultants to, independent contractors of, and key advisors
to the Company (collectively referred to herein as "Grantees") shall be eligible
to participate in the Plan.

         4.2 Selection of Grantees. The Committee shall select the Grantees to
receive Grants and shall determine the number of shares of Company Stock subject
to a particular Grant in such manner as the Committee determines.

         5.    Granting of Options.

         5.1 Number of Shares. The Committee shall determine the number of
shares of Company Stock that will be subject to each Grantees.

         5.2   Type of Option and Price.

               5.2.1 The Committee may grant Incentive Stock Options that are
               intended to qualify as "incentive stock options" within the
               meaning of section 422 of the Internal Revenue Code of 1986, as
               amended and related Treasury Regulations (the "Code"),
               Nonqualified Stock Options that are not intended so to qualify,
               or any combination of Incentive Stock Options and Nonqualified
               Stock Options, all in accordance with the terms and conditions
               set forth herein. Incentive Stock Options may be granted only to
               employees. Nonqualified Stock Options may be granted to
               employees, directors, agents, independent contractors and key
               advisors.


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               5.2.2 The purchase price (the "Exercise Price") of Company Stock
               subject to an Option shall be determined by the Committee and may
               be equal to, greater than, or less than the Fair Market Value (as
               defined below) of a share of Company Stock on the date the Option
               is granted, provided, however, that (i) the Exercise Price of an
               Incentive Stock Option shall be equal to, or greater than, the
               Fair Market Value of a share of Company Stock on the date the
               Incentive Stock Option is granted and (ii) an Incentive Stock
               Option may not be granted to an Employee who, at the time of
               grant, owns stock possessing more than 10% of the total combined
               voting power of all classes of stock of the Company or any parent
               or subsidiary of the Company, unless the Exercise Price per share
               is not less than 110% of the Fair Market Value of Company Stock
               on the date of grant.

               5.2.3 If the Company Stock is publicly traded, then, except as
               otherwise determined by the Committee, the following rules
               regarding the determination of Fair Market Value per share apply:

               (i) if the principal trading market for the Company Stock is a
               national securities exchange or The Nasdaq National Market, the
               mean between the highest and lowest quoted selling prices on the
               relevant date or (if there were no trades on that date) the
               latest preceding date upon which a sale was reported, or

               (ii) if the Company Stock is not principally traded on such
               exchange or market, the mean between the last reported "bid" and
               "asked" prices of Company Stock on the relevant date, as reported
               on The Nasdaq National Market or as reported in a customary
               financial reporting service, as applicable and as the Committee
               determines. If the Company Stock is not publicly traded or, if
               publicly traded, is not subject to reported transactions or "bid"
               or "asked" quotations as set forth above, the Fair Market Value
               per share shall be as determined by the Committee.

         5.3 Option Term. The Committee shall determine the term of each Option.
The term of any Option shall not exceed ten years from the date of grant.
However, an Incentive Stock Option that is granted to an Employee who, at the
time of grant, owns stock possessing more than 10 percent of the total combined
voting power of all classes of stock of the Company, or any parent or subsidiary
of the Company, may not have a term that exceeds five years from the date of
grant.

         5.4   Exercisability of Options.

               5.4.1 Options shall become exercisable in accordance with such
               terms and conditions, consistent with the Plan, as may be
               determined by the Committee and specified in the Grant Instrument
               or an amendment to the Grant Instrument. The Committee may
               accelerate the exercisability of any or all outstanding Options
               at any time for any reason.

               5.4.2 Notwithstanding the foregoing, the Option may, but need
               not, include a provision whereby the Grantee may elect at any
               time to exercise the Option as to any part or all of the shares
               subject to the Option prior to the full vesting of the Option.
               Any unvested shares so purchased shall be subject to a repurchase
               right in favor of the Company, with the repurchase price to be
               equal to the original purchase price, and any other restrictions
               the Committee determines to be appropriate.

         5.5   Termination of Employment, Disability or Death.

               5.5.1 Except as provided below, an Option may only be exercised
               while the Grantee is employed by, member of the Board, agent of,
               consultant to, independent contractor of or key advisor to the
               Company. In the event that a Grantee's status changes for any
               reason other than a "disability," death or "termination for
               cause," any Option which is otherwise exercisable by the Grantee
               shall terminate unless exercised within 90 days after the date on
               which the Grantee ceases to be employed by the Company (or within
               such other period of time as may be specified by the Committee),
               but in any event no later than the date of expiration of the
               Option term. Any of the Grantee's Options that are not otherwise
               exercisable as of the date on which the Grantee ceases to be
               employed by the Company shall terminate as of such date.
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               5.5.2 In the event the Grantee ceases to be employed by the
               Company on account of a "termination for cause" by the Company,
               any Option held by the Grantee shall terminate as of the date the
               Grantee ceases to be employed by the Company.

               5.5.3 In the event the Grantee ceases to be employed by the
               Company because the Grantee is "disabled," any Option which is
               otherwise exercisable by the Grantee shall terminate unless
               exercised within one year after the date on which the Grantee
               ceases to be employed by the Company (or within such other period
               of time as may be specified by the Committee), but in any event
               no later than the date of expiration of the Option term. Any of
               the Grantee's Options which are not otherwise exercisable as of
               the date on which the Grantee ceases to be employed by the
               Company shall terminate as of such date.

               5.5.4 If the Grantee dies while employed by the Company or within
               90 days after the date on which the Grantee ceases to be employed
               on account of a termination of employment specified in Section
               5.5.1 above (or within such other period of time as may be
               specified by the Committee), any Option that is otherwise
               exercisable by the Grantee shall terminate unless exercised
               within one year after the date on which the Grantee ceases to be
               employed by the Company (or within such other period of time as
               may be specified by the Committee), but in any event no later
               than the date of expiration of the Option term. Any of the
               Grantee's Options that are not otherwise exercisable as of the
               date on which the Grantee ceases to be employed by the Company
               shall terminate as of such date.

               5.5.5  For purposes of  Sections 5.5 and 6:

               (i) "Company," when used in the phrase "employed by the Company,"
               shall mean the Company and its parent, subsidiary corporations,
               and any business venture in which the Company has a significant
               interest.

               (ii) "Employed by the Company" shall mean employment or service
               as an Employee of IntegraMed America, Inc. or any subsidiary or
               business venture in which the Company has a significant interest,
               Key Advisor, or member of the Board (so that, for purposes of
               exercising Options, and satisfying conditions with respect to
               Restricted Stock, a Grantee shall not be considered to have
               terminated employment or service until the Grantee ceases to be
               an Employee of IntegraMed America, Inc. or any subsidiary or
               business venture in which the Company has a significant interest,
               or member of the Board), unless the Committee determines
               otherwise. The Committee's determination as to a participant's
               employment or other provision of services, termination of
               employment or cessation of the provision of services, leave of
               absence, or reemployment shall be conclusive on all persons
               unless determined to be incorrect.

               (iii) "Disability" shall mean a Grantee's becoming disabled
within the meaning of section 22(e)(3) of the Code.

               (iv) "Termination for cause" shall mean the determination of the
               Committee that any one or more of the following events has
               occurred:

               (A) the Grantee's conviction of any act which constitutes a
               felony under applicable federal or state law, either in
               connection with the performance of the Grantee's obligations on
               behalf of the Company or which affects the Grantee's ability to
               perform his or her obligations as an employee, board member or
               advisor of the Company or under any employment agreement,
               non-competition agreement, confidentiality agreement or like
               agreement or covenant between the Grantee and the Company (any
               such agreement or covenant being herein referred to as an
               "Employment Agreement");

               (B) the Grantee's willful misconduct in connection with the
               performance of his or her duties and responsibilities as an
               employee, board member or advisor of the Company or under any
               Employment Agreement, which willful misconduct is not cured by
               the Grantee within 10 days of his or her receipt of written
               notice thereof from the Committee;
<PAGE>

               (C) the Grantee's commission of an act of embezzlement, fraud or
               dishonesty which results in a loss, damage or injury to the
               Company;

               (D) the Grantee's substantial and continuing neglect, gross
               negligence or inattention in the performance of his or her duties
               as an employee, board member or advisor of the Company or under
               any Employment Agreement which is not cured by the Grantee within
               10 days of his or her receipt of written notice thereof from the
               Committee;

               (E) the Grantee's unauthorized use or disclosure or any trade
               secret or confidential information of the Company which adversely
               affects the business of the Company, provided that any disclosure
               of any trade secret or confidential information of the Company to
               a third party in the ordinary course of business who signs a
               confidentiality agreement shall not be deemed a breach of this
               subparagraph;

               (F) the Grantee's material breach of any of the provisions of any
               Employment Agreement, which material breach is not cured by the
               Grantee within 10 days of his or her receipt of a written notice
               from the Company specifying such material breach; or

               (G) the Grantee has voluntarily terminated his or her employment
               or service with the Company and breaches his or her
               non-competition agreement with the Company.

         5.6 Exercise of Options. A Grantee may exercise an Option that has
become exercisable, in whole or in part, by delivering a notice of exercise to
the Company with payment of the Exercise Price. The Grantee shall pay the
Exercise Price for an Option as specified by the Committee:

               5.6.1  in cash,

               5.6.2 by delivering shares of Company Stock owned by the Grantee
               for the period necessary to avoid a charge to the Company's
               earnings for financial reporting purposes (including Company
               Stock acquired in connection with the exercise of an Option,
               subject to such restrictions as the Committee deems appropriate)
               and having a Fair Market Value on the date of exercise equal to
               the Exercise Price,

               5.6.3 by payment  through a broker in accordance  with procedures
               permitted by Regulation T of the Federal Reserve Board, or

               5.6.4 by such  other  method  of  payment  as the  Committee  may
               approve.

         Shares of Company Stock used to exercise an Option shall have been held
by the Grantee for the requisite period of time to avoid adverse accounting
consequences to the Company with respect to the Option. The Grantee shall pay
the Exercise Price and the amount of any withholding tax due (pursuant to
Section 7 ) at the time of exercise.

         5.7 Limits on Incentive Stock Options. Each Incentive Stock Option
shall provide that if the aggregate Fair Market Value of the stock on the date
of the grant with respect to which Incentive Stock Options are exercisable for
the first time by a Grantee during any calendar year, under the Plan or any
other stock option plan of the Company or a parent or subsidiary, exceeds
$100,000, then the option, as to the excess, shall be treated as a Nonqualified
Stock Option. An Incentive Stock Option shall not be granted to any person who
is not an Employee of the Company or a parent or subsidiary (within the meaning
of section 424(f) of the Code). No Incentive Stock Option shall be exercisable
sooner than one year from the date of grant.

         6. Restricted Stock Grants.  The Committee may issue or transfer shares
of Company Stock to a Grantee under a Grant of Restricted  Stock upon such terms
as the Committee deems appropriate.  The following  provisions are applicable to
Restricted Stock:

         6.1 General Requirements. Shares of Company Stock issued or transferred
pursuant to Restricted Stock Grants may be issued or transferred for no
consideration, as determined by the Committee. The Committee may establish
conditions under which restrictions on shares of Restricted Stock shall lapse
over a period of time or according to such other criteria as the Committee deems
appropriate. The period of time during which the Restricted Stock will remain
subject to restrictions will be designated in the Grant Instrument as the
"Restriction Period."

<PAGE>

         6.2 Number of Shares. The Committee shall determine the number of
shares of Company Stock to be issued or transferred pursuant to a Restricted
Stock Grant and the restrictions applicable to such shares.

         6.3 Requirement of Relationship. If the Grantee ceases to be employed
by, a member of the Board, an agent of, consultant to, independent contractor
to, or key advisors to the Company other than for reasons of death or permanent
disability during a period designated in the Grant Instrument as the Restriction
Period, or if other specified conditions are not met, the Restricted Stock Grant
shall terminate as to all shares covered by the Grant as to which the
restrictions have not lapsed, and those shares of Company Stock must be
immediately returned to the Company. The Committee may, however, provide for
complete or partial exceptions to this requirement as it deems appropriate.

         6.4 Restrictions on Transfer and Legend on Stock Certificate. During
the Restriction Period, a Grantee may not sell, assign, transfer, pledge or
otherwise dispose of the shares of Restricted Stock except to a Successor
Grantee under Section 7. Each certificate for a share of Restricted Stock shall
contain a legend giving appropriate notice of the restrictions in the Grant. The
Grantee shall be entitled to have the legend removed from the stock certificate
covering the shares subject to restrictions when all restrictions on such shares
have lapsed. The Committee may determine that the Company will not issue
certificates for shares of Restricted Stock until all restrictions on such
shares have lapsed, or that the Company will retain possession of certificates
for shares of Restricted Stock until all restrictions on such shares have
lapsed. The certificates shall bear, among other required legends, the following
legend:


         "The transferability of this certificate and the shares of stock
         represented hereby are subject to the terms and conditions (including,
         without limitation, forfeiture events) contained in the IntegraMed
         America, Inc. 2000 Equity Compensation Plan and an Award Agreement
         entered into between the registered owner hereof and IntegraMed
         America, Inc. Copies of such Plan and Award Agreement are on file in
         the office of the Secretary of IntegraMed America, Inc., One
         Manhattanville Road, Purchase, New York 10577. IntegraMed America, Inc.
         will furnish to the record holder of the certificate, without charge
         and upon written request at its principal place of business, a copy of
         such Plan and Award Agreement. IntegraMed America, Inc. reserves the
         right to refuse to record the transfer of this certificate until all
         such restrictions are satisfied, all such terms are complied with and
         all such conditions are satisfied."

         6.5 Right to Vote and to Receive Dividends. Unless the Committee
determines otherwise, during the Restriction Period, the Grantee shall have the
right to vote shares of Restricted Stock and to receive any dividends or other
distributions paid on such shares, subject to any restrictions deemed
appropriate by the Committee.

         6.6 Lapse of Restrictions. All restrictions imposed on Restricted Stock
shall lapse upon the expiration of the applicable Restriction Period and the
satisfaction of all conditions imposed by the Committee. The Committee may
determine, as to any or all Restricted Stock Grants, that the restrictions shall
lapse without regard to any Restriction Period.

         7.    Withholding of Taxes

         7.1 Required Withholding. All Grants under the Plan shall be subject to
applicable federal (including FICA), state and local tax withholding
requirements. The Company may require the Grantee or other person receiving such
shares to pay to the Company the amount of any such taxes that the Company is
required to withhold with respect to such Grants, or the Company may deduct from
other wages paid by the Company the amount of any withholding taxes due with
respect to such Grants.

         7.2 Election to Withhold Shares. If the Committee so permits, a Grantee
may elect to satisfy the Company's income tax withholding obligation with
respect to an Option or Restricted Stock Grant by having shares withheld up to
an amount that does not exceed the Grantee's maximum marginal tax rate for
federal (including FICA), state and local tax liabilities. The election must be
in a form and manner prescribed by the Committee and shall be subject to the
prior approval of the Committee.

         7.3 Payment of Taxes Through Company Loan. If the Committee so permits,
a Grantee may elect to satisfy the Company's income tax withholding obligation
with respect to a Restricted Stock Grant by obtaining a loan from the Company up
to an amount that does not exceed the Grantee's maximum marginal tax rate for
federal (including FICA), state and local tax liabilities. The election must be
in a form and manner prescribed by the Committee and shall be subject to the
prior approval of the Committee.

<PAGE>

         8.    Transferability of Grants

         8.1. Non-transferability of Grants. Except as provided below, only the
Grantee may exercise rights under a Grant during the Grantee's lifetime. A
Grantee may not transfer those rights except by will or by the laws of descent
and distribution or, with respect to Grants other than Incentive Stock Options,
if permitted in any specific case by the Committee, pursuant to a domestic
relations order (as defined under the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the regulations thereunder). When a
Grantee dies, the personal representative or other person entitled to succeed to
the rights of the Grantee ("Successor Grantee") may exercise such rights. A
Successor Grantee must furnish proof satisfactory to the Company of his or her
right to receive the Grant under the Grantee's will or under the applicable laws
of descent and distribution.

         8.2 Transfer of Non-qualified Stock Options. Notwithstanding the
foregoing, the Committee may provide, in a Grant Instrument, that a Grantee may
transfer Non-qualified Stock Options to family members or other persons or
entities according to such terms as the Committee may determine; provided that
the Grantee receives no consideration for the transfer of a Non-qualified Stock
Option and the transferred Non-qualified Stock Option shall continue to be
subject to the same terms and conditions as were applicable to the Non-qualified
Option immediately before the transfer.

         9.    Reorganization of the Company.

         9.1 Reorganization. As used herein, a "Reorganization" shall be deemed
to have occurred if the shareholders of the Company approve (or, if shareholder
approval is not required, the Board approves) an agreement providing for (i) the
merger or consolidation of the Company with another corporation where the
shareholders of the Company, immediately prior to the merger or consolidation,
will not beneficially own, immediately after the merger or consolidation, shares
entitling such shareholders to more than 50% of all votes to which all
shareholders of the surviving corporation would be entitled in the election of
directors (without consideration of the rights of any class of stock to elect
directors by a separate class vote), (ii) the sale or other disposition of all
or substantially all of the assets of the Company, or (iii) a liquidation or
dissolution of the Company.

         9.2 Assumption of Grants. Upon a Reorganization where the Company is
not the surviving corporation (or survives only as a subsidiary of another
corporation), unless the Committee determines otherwise, all outstanding Options
that are not exercised shall be assumed by, or replaced with comparable options
or rights by, the surviving corporation.

         9.3 Other Alternatives. Notwithstanding the foregoing, in the event of
a Reorganization, the Committee may take one or both of the following actions:
the Committee may (i) require that Grantees surrender their outstanding Options
in exchange for a payment by the Company, in cash or Company Stock as determined
by the Committee, in an amount equal to the amount by which the then Fair Market
Value of the shares of Company Stock subject to the Grantee's unexercised
Options exceeds the Exercise Price of the Options, or (ii) after giving Grantees
an opportunity to exercise their outstanding Options, terminate any or all
unexercised Options at such time as the Committee deems appropriate. Such
surrender or termination shall take place as of the date of the Reorganization
or such other date as the Committee may specify.

         9.4 Limitations. Notwithstanding anything in the Plan to the contrary,
in the event of a Reorganization, the Committee shall not have the right to take
any actions described in the Plan (including without limitation actions
described in Subsection (b) above) that would make the Reorganization ineligible
for pooling of interests accounting treatment or that would make the
Reorganization ineligible for desired tax treatment if, in the absence of such
right, the Reorganization would qualify for such treatment and the Company
intends to use such treatment with respect to the Reorganization.

         10.    Change of Control of the Company.

         10.1 As used herein, a "Change of Control" shall be deemed to have
occurred if.

                10.1.1 Any "person" (as such term is used in Sections 13(d) and
                14(d) of the Exchange Act) becomes a "beneficial owner" (as
                defined in Rule 13d- 3 under the Exchange Act), directly or
                indirectly, of securities of the Company representing a majority
                of the voting power of the then outstanding securities of the
                Company except where the acquisition is approved by the Board;
                or

                10.1.2 Any person has commenced a tender offer or exchange offer
                for a majority of the voting power of the then outstanding
                shares of the Company.

<PAGE>

         10.2 Notice and Acceleration. Unless the Committee determines
otherwise, a Change of Control shall result in the acceleration of the vesting
of outstanding Options and the removal of restrictions and conditions on
outstanding Restricted Stock Grants.

         10.3 Other Alternatives. Notwithstanding the foregoing, in the event of
a Change in Control, the Committee may take one or both the following actions:
the Committee may (i) require that Grantees surrender their outstanding Options
in exchange for a payment by the Company, in cash or Company Stock as determined
by the Committee, in an amount equal to the amount by which the then Fair Market
Value of the shares of Company Stock subject to the Grantee's unexercised
Options exceed the Exercise Price of the Options, or (ii) giving Grantees an
opportunity to exercise their outstanding Options, terminate any or all
unexercised Options at such time as the Committee deems appropriate. Such
surrender or termination shall take place as of the date of the Change of
Control or such other date as the Committee may specify.

         10.4 Limitations. Notwithstanding anything in the Plan to the contrary,
in the event of a Change of Control, the Committee shall not have the right to
take any actions described in the Plan (including without limitation actions
described in Section 10.3 above) that would make the Change of Control
ineligible for pooling of interests accounting treatment or that would make the
Change of Control ineligible for desired tax treatment if, in the absence of
such right, the Change of Control would qualify for such treatment and the
Company intends to use such treatment with respect to the Change of Control.

         11.    Requirements for Issuance or Transfer of Shares

         11.1 Shareholder's Agreement. The Committee may require that a Grantee
execute a shareholder's agreement, with such terms as the Committee deems
appropriate, with respect to any Company Stock distributed pursuant to this
Plan.

         11.2 Limitations on Issuance or Transfer of Shares. No Company Stock
shall be issued or transferred in connection with any Grant hereunder unless and
until all legal requirements applicable to the issuance or transfer of such
Company Stock have been complied with to the satisfaction of the Committee. The
Committee shall have the right to condition any Grant made to any Grantee
hereunder on such Grantee's undertaking in writing to comply with such
restrictions on his or her subsequent disposition of such shares of Company
Stock as the Committee shall deem necessary or advisable as a result of any
applicable law, regulation or official interpretation thereof, and certificates
representing such shares may be legended to reflect any such restrictions.
Certificates representing shares of Company Stock issued or transferred under
the Plan will be subject to such stop-transfer orders and other restrictions as
may be required by applicable laws, regulations and interpretations, including
any requirement that a legend be placed thereon.

         12.    Amendment, Suspension and Termination of the Plan

         12.1 Amendment.  The Board may amend,  suspend or terminate the Plan at
any time.

         12.2 Termination of Plan. The Plan shall terminate on the date
immediately preceding the tenth anniversary of its effective date, unless the
Plan is terminated earlier by the Board or is extended by the Board with the
approval of the shareholders.

         12.3 Termination and Amendment of Outstanding Grants. A termination or
amendment of the Plan that occurs after a Grant is made shall not materially
impair the rights of a Grantee unless the Grantee consents. The termination of
the Plan shall not impair the power and authority of the Committee with respect
to an outstanding Grant. Whether or not the Plan has terminated, an outstanding
Grant may be terminated or amended in accordance with the Plan or may be amended
by agreement of the Company and the Grantee consistent with the Plan.

         12.4 Governing Docum ent. The Plan shall be the  controlling  document.
No other statements, representations, explanatory materials or examples, oral or
written,  may amend the Plan in any manner.  The Plan shall be binding  upon and
enforceable against the Company and its successors and assigns.

<PAGE>

         13. Rights of Grantees. Nothing in this Plan shall entitle any Grantee
or other person to any claim or right to be granted a Grant under this Plan.
Neither this Plan nor any action taken hereunder shall be construed as giving
any individual any rights to be retained by or in the employ of the Company or
any other employment rights.

         14. No Fractional Shares. No fractional shares of Company Stock shall
be issued or delivered pursuant to the Plan or any Grant. The Committee shall
determine whether cash, other awards or other property shall be issued or paid
in lieu of such fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.

         15. Headings.  Section headings are for reference only. In the event of
a conflict  between a title and the  content of a  Section,  the  content of the
Section shall control.

         16.    Miscellaneous.

         16.1 Compliance with Law. The Plan and the obligations of the Company
to issue or transfer shares of Company Stock under Grants shall be subject to
all applicable laws and to approvals by any governmental or regulatory agency as
may be required. With respect to persons subject to section 16 of the Exchange
Act, it is the intent of the Company that the Plan and all transactions under
the Plan comply with all applicable provisions of Rule 16b-3 or its successors
under the Exchange Act. The Committee may revoke any Grant if it is contrary to
law or modify a Grant to bring it into compliance with any valid and mandatory
government regulation. The Committee may also adopt rules regarding the
withholding of taxes on payments to Grantees. The Committee may, in its sole
discretion, agree to limit its authority under this Section.

         16.2 No Right to Employment. Neither the adoption of the Plan, the
granting of any Grant, nor the execution of any Grant Instrument, shall confer
upon any employee of the Company or any Subsidiary any right to continued
employment with the Company or any Subsidiary, as the case may be, nor shall it
interfere in any way with the right, if any, of the Company or any Subsidiary to
terminate the employment of any employee at any time for any reason.

         16.3 Unfunded Plan. The Plan shall be unfunded and the Company shall
not be required to segregate any assets in connection with any Grants under the
Plan. Any liability of the Company to any person with respect to any Grant under
the Plan or any Grant Instrument shall be based solely upon the contractual
obligations that may be created as a result of the Plan or any such Grant
Instrument. No such obligation of the Company shall be deemed to be secured by
any pledge of, encumbrance on, or other interest in, any property or asset of
the Company or any Subsidiary. Nothing contained in the Plan or any Grant
Instrument shall be construed as creating in respect of any Grantee (or
beneficiary thereof or any other person) any equity or other interest of any
kind in any assets of the Company or any Subsidiary or creating a trust of any
kind or a fiduciary relationship of any kind between the Company, any Subsidiary
and/or any such Grantee, any beneficiary thereof or any other person.

         16.4 Other Company Benefit and Compensation Programs. Payments and
other benefits received by a Grantee under a Grant made pursuant to the Plan
shall not be deemed a part of a Grantee's compensation for purposes of the
determination of benefits under any other employee welfare or benefit plans or
arrangements, if any, provided by the Company or any Subsidiary unless expressly
provided in such other plans or arrangements, or except where the Committee
expressly determines in writing that inclusion of a Grant or portion of a Grant
should be included to reflect accurately competitive compensation practices or
to recognize that a Grant has been made in lieu of a portion of competitive
annual base salary or other cash compensation. Grants under the Plan may be made
in addition to, in combination with, or as alternatives to, grants, awards or
payments under any other plans or arrangements of the Company or its
Subsidiaries. The existence of the Plan notwithstanding, the Company or any
Subsidiary may adopt such other compensation plans or programs and additional
compensation arrangements as it deems necessary to attract, retain and motivate
employees.

<PAGE>

         16.5 Listing, Registration and Other Legal Compliance. No Grants or
shares of the Company Stock shall be required to be issued or granted under the
Plan unless legal counsel for the Company shall be satisfied that such issuance
or grant will be in compliance with all applicable federal and state securities
laws and regulations and any other applicable laws or regulations. The Committee
may require, as a condition of any payment or share issuance, that certain
agreements, undertakings, representations, certificates, and/or information, as
the Committee may deem necessary or advisable, be executed or provided to the
Company to assure compliance with all such applicable laws or regulations.
Certificates for shares of the Restricted Shares and/ or Common Stock delivered
under the Plan may be subject to such stock-transfer orders and such other
restrictions as the Committee may deem advisable under the rules, regulations,
or other requirements of the Securities and Exchange Commission, any stock
exchange upon which the Common Stock is then listed, and any applicable federal
or state securities law. In addition, if, at any time specified herein (or in
any Grant Instrument or otherwise) for (a) the making of any Award, or the
making of any determination, (b) the issuance or other distribution of
Restricted Shares and/ or Common Stock, or (c ) the payment of amounts to or
through a Participant with respect to any Grant, any law, rule, regulation or
other requirement of any governmental authority or agency shall require either
the Company, any Subsidiary or any Participant (or any estate, designated
beneficiary or other legal representative thereof) to take any action in
connection with any such determination, any such shares to be issued or
distributed, any such payment, or the making of any such determination, as the
case may be, shall be deferred until such required action is taken. With respect
to persons subject to Section 16 of the Exchange Act, transactions under the
Plan are intended to comply with all applicable conditions of Rule 16b-3
promulgated under the Exchange Act.

         16.6 Grant Instrument. Each Participant receiving a Grant under the
Plan shall enter into a Grant Instrument with the Company in a form specified by
the Committee. Each such Participant shall agree to the restrictions, terms and
conditions of the Grant set forth therein and in the Plan.

         16.7 Designation of Beneficiary. Each Grantee to whom a Grant has been
made under the Plan may designate a beneficiary or beneficiaries to exercise any
Option or to receive any payment which under the terms of the Plan and the
relevant Grant Instrument may become exercisable or payable on or after the
Grantee's death. At any time, and from time to time, any such designation may be
changed or cancelled by the Grantee without the consent of any such beneficiary.
Any such designation, change or cancellation must be on a form provided for that
purpose by the Committee and shall not be effective until received by the
Committee or individual designated by the Committee. If no beneficiary has been
designated by a deceased Grantee, or if the designated beneficiaries have
predeceased the Grantee, the beneficiary shall be the Grantee's estate. If the
Grantee designates more than one beneficiary, any payments under the Plan to
such beneficiaries shall be made in equal shares unless the Grantee has
expressly designated otherwise, in which case the payments shall be made in the
shares designated by the Grantee.

         16.8 Leaves of Absence/Transfers. The Committee shall have the power to
promulgate rules and regulations and to make determinations, as it deems
appropriate, under the Plan in respect of any leave of absence from the Company
or any Subsidiary granted to a Grantee. Without limiting the generality of the
foregoing, the Committee may determine whether any such leave of absence shall
be treated as if the Grantee has terminated employment with the Company or any
such Subsidiary. If a Grantee transfers within the Company, or to or from any
Subsidiary, such Grantee shall not be deemed to have terminated employment as a
result of such transfers.

         16.9  Governing  Law. The validity,  construction,  interpretation  and
effect of the Plan and Grant Instruments issued under the Plan shall exclusively
be governed by and  determined  in  accordance  with the law of the State of New
York.

         16.10 Effective Date of the Plan Subject to the approval of the
Company's shareholders, the Plan shall be effective on May 23, 2000.