Exhibit 4
                         IGENE BIOTECHNOLOGY, INC.

                         2001 STOCK INCENTIVE PLAN


	1.	PURPOSE.  The purpose of the 2001 Stock Incentive Plan (the
"Plan") is to further the long term stability and financial success of IGENE
Biotechnology, Inc. and its subsidiaries (collectively the "Company") by
attracting and retaining employees through the use of stock-based incentives,
and to provide employees with an additional incentive to promote the success
of the Company.  It is believed that ownership of Company Common Stock will
stimulate the efforts of those employees upon whose judgment and interests
the Company is and will be largely dependent for the successful conduct of
its business.  It is also believed that Incentive Awards granted to employees
under this Plan will strengthen their desire to remain employed with the
Company and will further the identification of employees' interests with
those of the Company.  The Plan is intended to operate in compliance with the
provisions of Securities and Exchange Commission Rule 16b-3.

	2.	DEFINITIONS.  As used in the Plan, the following terms have the
meanings indicated:

	(a)	"ACT" means the Securities Exchange Act of 1934, as amended.

	(b)	"APPLICABLE WITHHOLDING TAXES" means the aggregate amount of
federal, state and local income and payroll taxes that the Company is
required by applicable law to withhold in connection with any lapse of
restrictions on Restricted Stock or any exercise of a Nonstatutory
Stock Option or Stock Appreciation Right.

	(c)	"BOARD" means the Board of Directors of IGENE Biotechnology, Inc.

	(d)	"CHANGE OF CONTROL" means the occurrence of any of the following
events:

		(i)	The acquisition by a Group of Beneficial Ownership of
50% or more of the Common Stock or the Voting Power of the
Company, but excluding for this purpose: (A) any acquisition by
the Company (or a Parent or Subsidiary of the Company), or an
employee benefit plan of the Company; (B) any acquisition of
Common Stock of the Company by management employees of the
Company; (C) any acquisition by a member or members of the Board
who own Common Stock as of the effective date specified in
Section 11 (the "Existing Shareholders"); or (D) any trusts,
partnerships or corporations controlled by the Existing
Shareholders.

		(ii) Individuals who constitute the Board on the date
immediately after the effective date set forth in Section 11 (the
"Incumbent Board") cease to constitute at least a majority of the
Board, provided that any director whose nomination was approved
by a majority of the Incumbent Board shall be considered a member
of the Incumbent Board unless such individual's initial
assumption of office is in connection with an actual or
threatened election contest (as such terms are used in Rule 14a-
11 of Regulation 14A promulgated under the Act).

		(iii) Approval by the shareholders of the Company of a
reorganization, merger or consolidation, in each case, in which
the owners of more than 50% of the Common Stock or Voting Power
of the Company do not, following such reorganization, merger or
consolidation, beneficially own, directly or indirectly, more
than 50% of the Common Stock or Voting Power of the corporation
resulting from such reorganization, merger or consolidation.

		(iv)	A complete liquidation or dissolution of the Company
or a sale or other disposition of all or substantially all of the
Company's assets.

	(e)	"CODE" means the Internal Revenue Code of 1986, as amended.

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	(f)	"COMMITTEE" means the Compensation Committee of the Board,
provided that each member of the Compensation Committee qualifies as
both an outside director for purposes of Code section 162(m) and a non-
employee director for purposes of Rule 16b-3.

	(g)	"COMMON STOCK" means common stock of IGENE Biotechnology,
Inc., par value $.01 per share.  In the event of a change in the
capital structure of IGENE Biotechnology, Inc. (as provided in Section
13), the shares resulting from such a change shall be deemed to be
Common Stock within the meaning of the Plan.

	(h)	"COMPANY" means IGENE Biotechnology, Inc. and, as the
context requires, its Subsidiaries.

	(i)	"DATE OF GRANT" means the date on which the Board grants an
Incentive Award.

	(j)	"DISABILITY" or "DISABLED" means, as to an Incentive Stock
Option, a disability within the meaning of Code section 22(e)(3).  As
to all other Incentive Awards, the Board shall determine whether a
Disability exists and such determination shall be conclusive.

	(k)	"FAIR MARKET VALUE" means, as of any date, the value of a
share of Common Stock, determined as follows:

		(i)   if such Common Stock is then quoted on the Nasdaq
National Market, its closing price on the Nasdaq National Market
on the date of determination, as reported in The Wall Street
Journal;

		(ii)  if such Common Stock is then listed on a national
securities exchange, its closing price on the date of
determination on the principal national securities exchange on
which the Common Stock is listed or admitted to trading, as
reported in The Wall Street Journal;

		(iii)	if such Common Stock is not quoted on the Nasdaq
National Market nor listed or admitted to trading on a national
securities exchange, the average of the closing bid and asked
prices on the date of determination, as reported in The Wall
Street Journal or by such other source as the Board may determine
to be reliable;

		(iv)  if none of the foregoing is applicable, by the Board in
good faith.

	(l)	"INCENTIVE AWARD" means, collectively, an award of Restricted
Stock, an Option, or a Stock Appreciation Right granted under the Plan.

	(m)	"INCENTIVE STOCK OPTION" means an Option intended to meet the
requirements of, and qualify for favorable federal income tax treatment
under, Code section 422.

	(n)	"MATURE SHARES" means shares of Common Stock for which the holder
thereof has good title, free and clear of all liens and encumbrances and
which such holder either (i) has held for at least six months, or (ii) has
purchased on the open market.

	(o)	"NONSTATUTORY STOCK OPTION" means an Option that does not meet
the requirements of Code section 422, or, even if meeting the requirements of
Code section 422, is not intended to be an Incentive Stock Option and is so
designated.

	(p)	"OPTION" means a right to purchase Common Stock granted under the
Plan, at a price determined in accordance with the Plan.

	(q)	"Participant" means any employee of the Company who receives an
Incentive Award under the Plan.

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	(r)	"RESTRICTED STOCK" means Common Stock awarded upon the terms and
subject to the restrictions set forth in Section 10.

	(s)	"RULE 16B-3" means Rule 16b-3 of the Securities and Exchange
Commission promulgated under the Act. A reference in the Plan to Rule 16b-3
shall include a reference to any corresponding rule (or number redesignation)
of any amendments to Rule 16b-3 enacted after the effective date of the
Plan's adoption.

	(t)	"STOCK APPRECIATION RIGHT" means a right to receive amounts from
the Company granted under Section 7.

	(u)	"SUBSIDIARY" means any corporation of which the Company owns at
least 50 percent of the combined voting power of all classes of stock or
which is in a chain of corporations with the Company in which stock
possessing at least 50% of the combined voting power of all classes of stock
is owned by one or more corporations in the chain.

	(v)	"TAXABLE YEAR" means the fiscal period used by the Company for
reporting taxes on income under the Code.

	3.	GENERAL.  The following types of Incentive Awards may be granted
under the Plan: Options (Incentive Stock Options or Nonstatutory Stock
Options), Stock Appreciation Rights or Restricted Stock.

	4.	STOCK.  Subject to Section 13 of the Plan, there shall be
reserved for issuance under the Plan an aggregate of Fifty Five Million
(55,000,000) shares of Common Stock, which shall be authorized, but unissued,
shares.  Shares allocable to Incentive Awards or portions thereof granted
under the Plan that expire, are forfeited, or otherwise terminate unexercised
may again be subjected to an Incentive Award under the Plan.  The Board is
expressly authorized to grant an Incentive Award to a Participant conditioned
upon the surrender for cancellation of Incentive Awards previously granted to
such Participant.  No more than Five Million Five Hundred Thousand
(5,500,000) shares of Common Stock may be allocated to the Options or Stock
Appreciation Rights that are granted to any individual Participant who is an
employee during any single Taxable Year.  For purposes of determining the
number of shares that are available for Incentive Awards under the Plan, such
number shall include the number of shares under an Incentive Award
surrendered by a Participant or retained by the Company in payment of
Applicable Withholding Taxes.

	5.	ELIGIBILITY.

	(a)	All present and future employees of the Company whom the
Board determines to have contributed or who can be expected to
contribute significantly to the Company shall be eligible to receive
Incentive Awards under the Plan.  The Board shall have the power and
complete discretion, as provided in Section 14, to select eligible
employees to receive Incentive Awards, and to determine for each
employee the terms and conditions, the nature of the award, and the
number of shares to be allocated to each employee as part of each
Incentive Award.

	(b)  The grant of an Incentive Award shall not obligate the Board to
pay an employee any particular amount of remuneration, to continue the
employment of the employee after the grant or to make further grants to
the employee at any time thereafter.

6.	OPTIONS.

	(a)	The Board may make grants of Options to eligible employees
hereunder.  Whenever the Board deems it appropriate to grant Options,
written notice shall be given to the Participant stating the number of
shares for which Options are granted, the Option price per share,
whether the Options are Incentive Stock Options or Nonstatutory Stock
Options, the extent to which Stock Appreciation Rights are granted (as
provided in Section 7), and the conditions to which the grant and
exercise of the Options are subject. This notice, when duly accepted in
writing by the Participant, shall become a stock option agreement.  The
Board may delegate to the Executive Committee of the Company's officers
the authority to select eligible employees to receive Options, to

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determine the time or times at which Options will be awarded to
eligible employees and to determine the terms and conditions of such
Options, except to the extent that such a delegation would prevent
compliance with Rule 16b-3, Code section 162(m) or any other section of
the Code, or other applicable law or regulation.  Actions taken by the
Executive Committee of the Company's officers pursuant to such a
delegation of authority shall be subject to ratification by the Board.
In the event that the Executive Committee ceases to exist, the
delegation described above may be made to the President of the Company.

	(b)  The exercise price of shares of Common Stock covered by an
Option shall be not less than 85% of the Fair Market Value of such
shares on the Date of Grant, provided, however, that the exercise price
of any Incentive Stock Option granted under the Plan shall not be less
than 100% of the Fair Market Value of such Common Stock on the Date of
Grant (or 110% of Fair Market Value in the case of a grant to a 10%
shareholder (as that term is defined in Code section 422)).

	(c)  Options may be exercised in whole or in part at such times as
may be specified by the Board in the Participant's stock option
agreement; provided that, the exercise provisions for Incentive Stock
Options shall in all events not be more liberal than the following
provisions:

		(i)  No Incentive Stock Option may be exercised after the
first to occur of (x) ten years from the Date of Grant, (y) three
months following the date of the Participant's retirement or
termination of employment with all Employers for reasons other
than Disability or death, or (z) one year following the date of
the Participant's termination of employment on account of
Disability or death.

		(ii)  An Incentive Stock Option by its terms, shall be
exercisable in any calendar year only to the extent that the
aggregate Fair Market Value (determined at the Date of Grant) of
the Common Stock with respect to which Incentive Stock Options
are exercisable for the first time during the calendar year does
not exceed $100,000 (the "Limitation Amount").  Incentive Stock
Options granted under the Plan and all other plans of the Company
shall be aggregated for purposes of determining whether the
Limitation Amount has been exceeded.  The Board may impose such
conditions as it deems appropriate on an Incentive Stock Option
to ensure that the foregoing requirement is met. If Incentive
Stock Options that first become exercisable in a calendar year
exceed the Limitation Amount, the excess Options will be treated
as Nonstatutory Stock Options to the extent permitted by law.

	(d)  The Board may impose such vesting conditions and other
requirements as the Board deems appropriate, and the Board may include
such provisions regarding Change of Control as the Board deems
appropriate.

	7.	STOCK APPRECIATION RIGHTS.

	(a)  Whenever the Board deems it appropriate, Stock Appreciation
Rights may be granted to an eligible employee. Stock Appreciation
Rights may be granted in connection with all or any part of an Option
or in a separate Incentive Award.

	(b)  The following provisions apply to all Stock Appreciation Rights
that are granted in connection with Options:

		(i)  Stock Appreciation Rights shall entitle the Participant,
upon exercise of all or any part of the Stock Appreciation
Rights, to surrender to the Company unexercised that portion of
the underlying Option relating to the same number of shares of
Common Stock as is covered by the Stock Appreciation Rights (or
the portion of the Stock Appreciation Rights so exercised) and to
receive in exchange from the Company an amount equal to the
excess of (x) the Fair Market Value on the date of exercise of
the Common Stock covered by the surrendered portion of the

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underlying Option, over (y) the exercise price of the Common
Stock covered by the surrendered portion of the underlying
Option.  The Board may limit the amount that the Participant will
be entitled to receive upon exercise of Stock Appreciation
Rights.

		(ii)  Upon the exercise of a Stock Appreciation Right and
surrender of the related portion of the underlying Option, the
Option, to the extent surrendered, shall not thereafter be
exercisable.

		(iii)  Subject to any further conditions upon exercise imposed
by the Board, a Stock Appreciation Right shall be exercisable
only to the extent that the related Option is exercisable and a
Stock Appreciation Right shall expire no later than the date on
which the related Option expires.

		(iv)  A Stock Appreciation Right may only be exercised at a
time when the Fair Market Value of the Common Stock covered by
the Stock Appreciation Right exceeds the exercise price of the
Common Stock covered by the underlying Option.

	(c)  The following provisions apply to all Stock Appreciation Rights
that are not granted in connection with Options:

		(i)  Stock Appreciation Rights shall entitle the Participant,
upon exercise of all or any part of the Stock Appreciation
Rights, to receive in exchange from the Company an amount equal
to the excess of (x) the Fair Market Value on the date of
exercise of the Common Stock covered by the surrendered Stock
Appreciation Right, over (y) the price of the Common Stock on the
Date of Grant of the Stock Appreciation Right. The Board may
limit the amount that the Participant will be entitled to receive
upon exercise of Stock Appreciation Rights.

		(ii)  A Stock Appreciation Right may only be exercised at a
time when the Fair Market Value of the Common Stock covered by
the Stock Appreciation Right exceeds the Fair Market Value of the
Common Stock on the Date of Grant of the Stock Appreciation
Right.
	(d)  The manner in which the Company's obligation arising upon the
exercise of a Stock Appreciation Right shall be paid shall be
determined by the Board and shall be set forth in the Incentive Award.
The Incentive Award may provide for payment in Common Stock or cash, or
a fixed combination of Common Stock or cash, or the Board may reserve
the right to determine the manner of payment at the time the Stock
Appreciation Right is exercised.  Shares of Common Stock issued upon
the exercise of a Stock Appreciation Right shall be valued at their
Fair Market Value on the date of exercise.

	(e)  Stock Appreciation Rights shall be evidenced by a written
agreement in such form as the Board shall from time to time approve and
as shall be consistent with the terms of the Plan.

	8.	METHOD OF EXERCISE OF OPTIONS AND STOCK APPRECIATION RIGHTS.

	(a)  Options and Stock Appreciation Rights may be exercised by the
Participant giving written notice of the exercise to the Company,
stating the number of shares the Participant has elected to purchase
under the Option or the number of Stock Appreciation Rights the
Participant has elected to exercise. In the case of the purchase of
shares under an Option, such notice shall be effective only if
accompanied by the exercise price in full in cash; provided, however,
that if the terms of an Option so permit, the Participant may (i)
deliver Mature Shares (valued at their Fair Market Value) in
satisfaction of all or any part of the exercise price, or (ii) deliver
a properly executed exercise notice together with irrevocable
instructions to a broker to deliver promptly to the Company, from the
sale or loan proceeds with respect to the sale of Common Stock or a
loan secured by Common Stock, the amount necessary to pay the exercise
price and, if required by the terms of the Option, Applicable
Withholding Taxes.

	(b)  The Company may place on any certificate representing Common
Stock issued upon the exercise of an Option or a Stock Appreciation
Right any legend deemed desirable by the Company's counsel to comply
with federal or state securities laws, and the Company may require a
customary written indication of the Participant's investment intent.
Until the Participant has made any required payment, including any

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Applicable Withholding Taxes, and has had issued a certificate for the
shares of Common Stock acquired, he or she shall possess no shareholder
rights with respect to the shares.

	(c)  Each Participant shall agree as a condition of the exercise of
an Option or a Stock Appreciation Right to pay to the Company, or make
arrangements satisfactory to the Company regarding the payment to the
Company of, Applicable Withholding Taxes. Until such amount has been
paid or arrangements satisfactory to the Company have been made, no
stock certificate shall be issued upon the exercise of an Option or
cash paid upon the exercise of a Stock Appreciation Right.

	(d)  As an alternative to making a cash payment to the Company to
satisfy Applicable Withholding Taxes, if the Participant's Option
agreement so provides, the Participant may elect to (i) deliver Mature
Shares (valued at their Fair Market Value) or (ii) to have the Company
retain that number of shares of Common Stock (valued at their Fair
Market Value) that would satisfy all or a specified portion of the
Applicable Withholding Taxes.

	9.	TRANSFERABILITY OF OPTIONS AND STOCK APPRECIATION RIGHTS.
Nonstatutory Stock Options and Stock Appreciation Rights may be transferable
by a Participant and exercisable by a person other than the Participant, but
only to the extent specifically provided in the Incentive Award agreement.
Incentive Stock Options, by their terms, shall not be transferable except by
will or by the laws of descent and distribution and shall be exercisable,
during the Participant's lifetime, only by the Participant.

	10.	RESTRICTED STOCK AWARDS.

	(a)  The Board may make grants of Restricted Stock to eligible
employees.  Whenever the Board deems it appropriate to grant Restricted
Stock, written notice shall be given to the Participant stating the
number of shares of Restricted Stock granted and the terms and
conditions to which the Restricted Stock is subject.  This notice, when
accepted in writing by the Participant shall become a grant agreement
between the Company and the Participant. Restricted Stock may be
awarded by the Board in its discretion without cash consideration.

	(b)  No shares of Restricted Stock may be sold, assigned,
transferred, pledged, hypothecated, or otherwise encumbered or disposed
of until the restrictions on such shares as set forth in the
Participant's grant agreement have lapsed or been removed pursuant to
paragraph (d) or (e) below.

	(c)  Upon the acceptance by a Participant of an award of Restricted
Stock, such Participant shall, subject to the restrictions set forth in
paragraph (b) above, have all the rights of a shareholder with respect
to such shares of Restricted Stock, including, but not limited to, the
right to vote such shares of Restricted Stock and the right to receive
all dividends and other distributions paid thereon.  Certificates
representing Restricted Stock shall be issued to the Participant but
shall bear a legend referring to the restrictions set forth in the Plan
and the Participant's award agreement.

	(d)  The Board shall establish as to each award of Restricted Stock
the terms and conditions upon which the restrictions set forth in
paragraph (b) above shall lapse.  The terms and conditions may include,
without limitation, the lapsing of such restrictions as a result of the
Disability, death or retirement of the Participant or the occurrence of
a Change of Control.

	(e)  Notwithstanding the provisions of paragraph (b) above, the
Board may at any time, in its sole discretion, accelerate the time at
which any or all restrictions will lapse or remove any and all such
restrictions.

	(f)  Each Participant shall agree at the time the Restricted Stock
is granted, and as a condition thereof, to pay to the Company, or make
arrangements satisfactory to the Company regarding the payment to the
Company of, Applicable Withholding Taxes. Until such amount has been
paid or arrangements satisfactory to the Employer have been made, no
stock certificate free of a legend reflecting the restrictions set
forth in paragraph (b) above shall be issued to such Participant.  As
an alternative to making a cash payment to the Company to satisfy

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Applicable Withholding Taxes, if the grant so provides, the Participant
may elect to (i) to deliver Mature Shares (valued at their Fair Market
Value) or (ii) to have the Company retain that number of shares of
Common Stock (valued at their Fair Market Value) that would satisfy all
or a specified portion of the Applicable Withholding Taxes.

	11.	EFFECTIVE DATE OF THE PLAN.  The effective date of the Plan is
April 30, 2001.  The Plan shall be submitted to the shareholders of the
Company for approval.  Until (i) the Plan has been approved by Company's
shareholders, and (ii) the requirements of any applicable Federal or State
securities laws have been met, no Option or Stock Appreciation Right granted
under the Plan shall be exercisable.

	12.	TERMINATION, MODIFICATION, CHANGE

	(a)	If not sooner terminated by the Board, this Plan shall
terminate at the close of business on April 30, 2011.  No Options shall
be granted under the Plan after its termination.  The Board may amend
or terminate the Plan in such respects as it shall deem advisable;
provided that, if and to the extent required by the Code, no change
shall be made that increases the total number of shares of Common Stock
reserved for issuance pursuant to Incentive Awards granted under the
Plan (except pursuant to Section 13), materially modifies the
requirements as to eligibility for participation in the Plan, or
materially increases the benefits accruing to Participants under the
Plan, unless such change is authorized by the shareholders of the
Company.  Notwithstanding the foregoing, the Board may amend the Plan
and unilaterally amend Incentive Awards as it deems appropriate to
ensure compliance with applicable federal or state securities laws or
regulations thereunder, or any applicable Nasdaq or securities exchange
listing requirement, and to cause Incentive Stock Options to meet the
requirements of the Code and regulations thereunder. Except as provided
in the preceding sentence, a termination or amendment of the Plan shall
not, without the consent of the Participant, detrimentally affect a
Participant's rights under an Incentive Award previously granted to the
Participant.

	(b)	Notwithstanding the provisions of subsection (a) above,
this subsection (b) will apply if the Company is involved in any merger
or similar transaction that the Company intends to treat as a "pooling
of interest" for financial reporting purposes.  In such a case, the
Board may amend the terms of any Incentive Award or of the Plan to the
extent that the Company's independent accountants determine that such
terms would preclude the use of "pooling of interest" accounting.  The
authority of the Board to amend the terms of any Incentive Award or of
the Plan includes, without limitation, the right (i) to rescind or
suspend any terms that are contingent on a Change in Control, such as
the acceleration of vesting or provisions for special payments to an
optionee or participant; (ii) to modify Incentive Awards to comply with
prior practices of the Company as to terms of Incentive Awards; (iii)
to provide for payment to the Participant of Common Stock or stock of
the other party to the transaction equal to the fair value of the
Incentive Award; and (iv) to suspend any provisions for payment of an
Incentive Award in cash.  The authority of the Board under this section
may be exercised in the Board's sole and complete discretion.

	13.	CHANGE IN CAPITAL STRUCTURE.

	(a)  In the event of a stock dividend, stock split or combination of
shares, recapitalization or merger in which the Company is the
surviving corporation or other change in the Company's capital stock
(including, but not limited to, the creation or issuance to
shareholders generally of rights, options or warrants for the purchase
of common stock or preferred stock of the Company), the number and kind
of shares of stock or securities of the Company to be subject to the
Plan and to Incentive Awards then outstanding or to be granted
thereunder, the maximum number of shares or securities which may be
delivered under the Plan, the maximum number of shares or securities
that can be granted to an individual Participant under Section 4, the
exercise price, the terms of Incentive Awards and other relevant
provisions shall be appropriately adjusted by the Board, whose
determination shall be binding on all persons.  If the adjustment would
produce fractional shares with respect to any unexercised Option, the
Board may adjust appropriately the number of shares covered by the
Option so as to eliminate the fractional shares.

	(b)  If the Company is a party to a consolidation or a merger in
which the Company is not the surviving corporation, a transaction that
results in the acquisition of substantially all of the Company's

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outstanding stock by a single person or entity, or a sale or transfer
of substantially all of the Company's assets, the Board may take such
actions with respect to outstanding Incentive Awards as the Board deems
appropriate.

	(c)  Notwithstanding anything in the Plan to the contrary, the Board
may take the foregoing actions without the consent of any Participant,
and the Board's determination shall be conclusive and binding on all
persons for all purposes.

	14.	ADMINISTRATION OF THE PLAN.

	(a)  Subject to the provisions of Section 16(b) of the Act and Rule
16b-3, the Plan shall be administered by the Board. The Board shall
have general authority to impose any limitation or condition upon an
Incentive Award that the Board deems appropriate to achieve the
objectives of the Incentive Award and the Plan and, without limitation
and in addition to powers set forth elsewhere in the Plan, shall have
the power and complete discretion to determine: (i) which eligible
employees shall receive Incentive Awards and the nature of each
Incentive Award, (ii) whether all or any part of an Incentive Award
shall be accelerated upon a Change of Control, (iii) the number of
shares of Common Stock to be covered by each Incentive Award, (iv)
whether Options shall be Incentive Stock Options or Nonstatutory Stock
Options, (v) when, whether and to what extent Stock Appreciation Rights
shall be granted, (vi) the time or times when an Incentive Award shall
be granted, (vii) whether an Incentive Award shall become vested over a
period of time and when it shall be fully vested, (viii) when Options
and Stock Appreciation Rights may be exercised, (ix) whether a
Disability exists and whether a Participant that cannot be located
shall be treated as having died, (x) the manner in which payment will
be made upon the exercise of Options or Stock Appreciation Rights, (xi)
conditions relating to the length of time before disposition of Common
Stock received upon the exercise of Options or Stock Appreciation
Rights is permitted, (xii) whether to authorize a Participant (A) to
deliver Mature Shares to satisfy Applicable Withholding Taxes or (B) to
have the Company withhold from the shares to be issued upon the
exercise of a Nonstatutory Stock Option or Stock Appreciation Right the
number of shares necessary to satisfy Applicable Withholding Taxes,
(xiii) the terms and conditions applicable to Restricted Stock awards,
(xiv) the terms and conditions on which restrictions upon Restricted
Stock shall lapse, (xv) whether to accelerate the time at which any or
all restrictions with respect to Restricted Stock will lapse or be
removed, (xvi) notice provisions relating to the sale of Common Stock
acquired under the Plan, (xvii) the extent to which information shall
be provided to Participants about available tax elections, (xviii) when
Incentive Awards may be forfeited or expire, and (xix) any additional
requirements relating to Incentive Awards that the Board deems
appropriate.  Notwithstanding the foregoing, no "tandem stock options"
(where two stock options are issued together and the exercise of one
option affects the right to exercise the other option) may be issued in
connection with Incentive Stock Options. The Board shall have the power
to amend the terms of previously granted Incentive Awards that were
granted by the Board so long as the terms as amended are consistent
with the terms of the Plan and provided that the consent of the
Participant is obtained with respect to any amendment that would be
detrimental to him or her, except that such consent will not be
required if such amendment is for the purpose of complying with Rule
16b-3 or any requirement of the Code applicable to the Incentive Award.

	(b)  The Board may adopt rules and regulations for carrying out the
Plan with respect to Participants.  The interpretation and construction
of any provision of the Plan by the Board shall be final and conclusive
as to any Participant.  The Board may consult with counsel, who may be
counsel to the Company, and shall not incur any liability for any
action taken in good faith in reliance upon the advice of counsel.

	(c)  A majority of the members of the Board shall constitute a
quorum, and all actions of the Board shall be taken by a majority of
the members present. Any action may be taken by a written instrument
signed by all of the members, and any action so taken shall be fully
effective as if it had been taken at a meeting.

	(d)  Subject to the provisions of Section 16(b) of the Act and Rule
16b-3 and the Maryland General Corporation Law, the Board may delegate
its rights, duties and other responsibilities hereunder to the
Committee, in which case a majority of the members of the Committee
shall constitute a quorum, and all actions of the Committee shall be
taken by a majority of the members present.  Any action by the

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Committee may be taken by a written instrument signed by all of the
members, and any action so taken shall be fully effective as if it had
been taken at a meeting.  The Board from time to time may appoint
members previously appointed and may fill vacancies, however caused, in
the Committee.  The Committee shall have, in connection with the
administration of the Plan, the powers possessed by the Board,
including the power to delegate to a subcommittee any of the
administrative powers the Committee is authorized to exercise, subject,
however, to such resolutions, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board.

	15.	NOTICE.  All notices and other communications required or
permitted to be given under this Plan shall be in writing and shall be deemed
to have been duly given if delivered personally or mailed first class,
postage prepaid, as follows (a) if to the Company - at the principal business
address of the Company to the attention of the President of the Company; and
(b) if to any Participant - at the last address of the Participant known to
the sender at the time the notice or other communication is sent.

	16.	SHAREHOLDER RIGHTS.  No Participant shall be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any
shares of Common Stock subject to an Incentive Award unless and until such
Participant has satisfied all requirements under the terms of the Incentive
Award.

	17.	NO EMPLOYMENT OR OTHER SERVICE RIGHTS.  Nothing in the Plan or
any instrument executed or Incentive Award granted under the Plan shall
confer upon any Participant any right to continue to serve the Company in the
capacity in effect at the time the Incentive Award was granted or shall
affect the right of the Company to terminate the employment of an employee
with or without notice and with or without cause.

	18.	INTERPRETATION.  The terms of this Plan shall be governed by the
laws of the State of Maryland, without regard to the conflict of law
provisions of any jurisdiction.  The terms of this Plan are subject to all
present and future regulations and rulings of the Secretary of the Treasury
or his delegate relating to the qualification of Incentive Stock Options
under the Code. If any provision of the Plan conflicts with any such
regulation or ruling, then that provision of the Plan shall be void and of no
effect.