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                                                                   Exhibit 10.20



                  FIRST AMENDMENT TO THE GEEG HOLDINGS, L.L.C.
                                2000 OPTION PLAN
                                ----------------

         This First Amendment (this "First Amendment") to the GEEG Holdings,
L.L.C. 2000 Option Plan (the "Plan") of GEEG Holdings, L.L.C., a Delaware
limited liability company (the "Company"), has been deemed advisable and has
been adopted pursuant to the terms of Section 6.7 of the Plan by the Company's
Board of Directors and is effective on December 19, 2000. Terms used herein but
not otherwise defined shall have the meanings given to such terms in the Plan.

         1.       AMENDMENT TO THE PLAN.

         EXERCISE PROCEDURE. Section 5.2(a) of the Plan is hereby amended and
restated to read as follows:

         "(a) EXERCISE PROCEDURE. Options shall be exercisable to the extent
they are vested, by written notice to the Company (to the attention of the
Company's Secretary) accompanied by payment in full of the applicable exercise
price. Payment of such exercise price shall be made in cash (including check,
bank draft, money order or wire transfer of immediately available funds)."

2.       THE PLAN. In all other respects, the Plan is ratified and shall, as so
                       changed by this First Amendment, continue in full force
                       and effect.