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                                                                   Exhibit 10.21


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

                  This Second Amendment to the GEEG Holdings, L.L.C. 2000 Option
Plan (the "Option 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 Option Plan by the Company's Board of
Directors and is effective on April __, 2001. Terms used herein but not
otherwise defined shall have the meanings given to such terms in the Option
Plan.

1.       Section 5.2(a) of the Option Plan is amended by deleting the second
sentence thereof and substituting the following in lieu thereof:

                  "Such exercise price shall be paid to the Company: (i) in cash
                  (including check, bank draft, money order or wire transfer of
                  immediately available funds); (ii) if permitted by applicable
                  law and approved by the Board, by delivery of Common Units,
                  previously acquired and currently owned by the Participant (or
                  by the Participant and his or her spouse jointly) and
                  purchased or held for the requisite period of time as
                  necessary to avoid a charge to the Company's earnings for
                  financial reporting purposes, having an aggregate Fair Market
                  Value on the date of exercise of the Option equal to such
                  exercise price; (iii) if the Common Units are traded on a
                  national securities exchange, the Nasdaq Stock Market, Inc. or
                  quoted on a national quotation system by the National
                  Association of Securities Dealers, and, in any case, if
                  permitted by applicable law, through a "cashless exercise"
                  procedure approved by the Board whereby the Participant may
                  deliver irrevocable instructions to a broker to deliver
                  promptly to the Company cash in an amount equal to such
                  exercise price and any taxes required as a result of such
                  exercise; or (iv) by a combination of the consideration
                  provided for in the foregoing clauses (i) through (iii)."


2.       Section 5.9 of the Option Plan is amended by adding a new sentence at
the end of such section to read as follows:

                  "The Board may, in its discretion, waive any of the foregoing
restrictions in this Section 5.9."


3.       In all other respects, the Option Plan is ratified and shall, as so
changed by this Second Amendment, continue in full force and effect.