EXHIBIT 4.6

                              CHILES OFFSHORE INC.

                             2000 STOCK OPTION PLAN

I. PURPOSE. The Chiles Offshore Inc. 2000 Stock Option Plan (the "Plan") is
intended to provide incentives which will attract, retain and motivate select
officers, key employees and other persons providing services to Chiles Offshore
Inc. (the "Company") and its subsidiaries and affiliates, by providing them
opportunities to acquire shares of the Company's common stock, par value $.01
per share ("Common Stock"), or to receive monetary payments based on the value
of such shares pursuant to the Benefits (as defined below) described herein.
Furthermore, the Plan is intended to assist in aligning the interests of the
Company's officers, key employees and other persons providing services to those
of the Company's stockholders.

II. ADMINISTRATION.

         A. The Plan will be administered by a committee (the "Committee")
appointed by the Board of Directors of the Company from among its members (which
may be the Compensation Committee) and shall be comprised, unless otherwise
determined by the Board of Directors, of not less than two members who shall be
(i) "Non-Employee Directors" within the meaning of Rule 16b-3(b)(3) (or any
successor rule) promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and (ii) "outside directors" within the Treasury
Regulation Section 1.162-27(e)(3) under Section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code"). The Committee is authorized, subject to
the provisions of the Plan, to establish such rules and regulations as it deems
necessary for the proper administration of the Plan and to make such
determinations and interpretations and to take such action in connection with
the Plan and any Benefits granted hereunder as it deems necessary or advisable.
In particular, the Committee may establish or waive the terms and conditions
applicable to any Benefit awarded under the Plan and may waive any or all of
such terms and conditions. All determinations and interpretations made by the
Committee shall be binding and conclusive on all participants and their legal
representatives. No member of the Board of the Directors, no member of the
Committee and no employee of the Company shall be liable for any act or failure
to act hereunder, except in circumstances involving his or her bad faith, gross
negligence or willful misconduct, or for any act or failure to act hereunder by
any other member or employee or by any agent to whom duties in connection with
the administration of this Plan have been delegated. The Company shall indemnify
members of the Committee and any agent of the Committee who is an employee of
the Company, a subsidiary or an affiliate against any and all liabilities or
expenses to which they may be subjected by reason of any act or failure to act
with respect to their duties on behalf of the Plan, except in circumstances
involving such person's bad faith, gross negligence or willful misconduct.

         B. The Committee may delegate to one or more of its members, or to one
or more agents, such administrative duties as it may deem advisable, and the
Committee, or any person to whom it has delegated duties as aforesaid, may
employ one or more persons to render advice with respect to any responsibility
the Committee or such person may have under the Plan. The Committee may employ
such legal or other counsel, consultants and agents as it may deem desirable for
the administration of the Plan and may rely upon any opinion or computation
received from any such counsel, consultant or agent. Expenses incurred by the
Committee in the engagement of such counsel, consultant or agent shall be paid
by the Company, or the subsidiary or affiliate whose employees have benefited
from the Plan, as determined by the Committee.

III. PARTICIPANTS. Participants will consist of such officers, key employees and
other persons providing services to the Company and its subsidiaries and
affiliates as the Committee in its sole discretion determines to be
significantly responsible for the success and future growth and profitability of
the Company and whom the Committee may designate from time to time to receive
Benefits under the Plan. Designation of a participant in any year shall not
require the Committee to designate such person to receive a Benefit in any other
year or, once designated, to receive the same type or amount of Benefit as
granted to the participant in any other year. The Committee shall consider such
factors as it deems pertinent in selecting participants and in determining the
type and amount of their respective Benefits.

IV. TYPE OF BENEFITS. Benefits under the Plan may be granted in any one or a
combination of (a) Stock




Options, (b) Stock Appreciation Rights, (c) Stock Awards, (d) Performance Awards
and (e) Stock Units (each as described below, and collectively, the "Benefits").
Benefits shall be evidenced by agreements (which need not be identical) in such
forms as the Committee may from time to time approve; provided, however, that in
the event of any conflict between the provisions of the Plan and any such
agreements, the provisions of the Plan shall prevail. The maximum number of
shares of Common Stock with respect to which Benefits may be granted or measured
to any individual participant under the Plan during any two calendar years shall
not exceed 200,000, subject to any adjustments made in accordance with Section
12.

V. COMMON STOCK AVAILABLE UNDER THE PLAN. The aggregate number of shares of
Common Stock that may be subject to Benefits, including Stock Options, granted
under this Plan shall be the lesser of 1.1 million shares of Common Stock or
five percent (5%) of the outstanding Common Stock on a fully diluted basis as of
the date of the completion of an initial public offering of Common Stock,
subject to any adjustments made in accordance with Section 12 hereof. Shares of
Common Stock subject to the Plan may be authorized and unissued shares or
treasury shares. Any shares of Common Stock subject to a Stock Option or Stock
Appreciation Right which for any reason is canceled or terminated without having
been exercised, any shares subject to Stock Awards, Performance Awards or Stock
Units which are forfeited, any shares subject to Benefits settled in cash or any
shares delivered to the Company as part or full payment for the exercise of a
Benefit shall again be available for Benefits under the Plan. The preceding
sentence shall apply only for purposes of determining the aggregate number of
shares of Common Stock subject to Benefits but shall not apply for purposes of
determining the maximum number of shares of Common Stock with respect to which
Benefits (including the maximum number of shares of Common Stock subject to
Stock Options and Stock Appreciation Rights) that may be grated to any
individual participant under the Plan.

VI. STOCK OPTIONS. Stock Options will consist of awards from the Company that
will enable the holder to purchase a specific number of shares of Common Stock,
at set terms and at a fixed purchase price. Stock Options may be "incentive
stock options" ("Incentive Stock Options"), within the meaning of Section 422 of
the Code, or Stock Options which do not constitute Incentive Stock Options
("Nonqualified Stock Options"). The Committee will have the authority to grant
to any participant one or more Incentive Stock Options, Nonqualified Stock
Options, or both types of Stock Options (in each case with or without Stock
Appreciation Rights); provided that Stock Options granted to any person who is
not an employee of the Company or any parent or subsidiary corporation thereof
(as defined in Section 424 of the Code) shall not be traded as Incentive Stock
Options. Each Stock Option shall be subject to such terms and conditions
consistent with the Plan as the Committee may impose from time to time, subject
to the following limitations:

         A. EXERCISE PRICE. Each Stock Option granted hereunder shall have such
per-share exercise price as the Committee may determine at the date of grant;
provided, however, subject to subsection (d) below that the per-share exercise
price shall not be less than 90% of the Fair Market Value (as defined below) of
the Common Stock on the date the Stock Option is granted.

         B. PAYMENT OF EXERCISE PRICE. The option exercise price may be paid in
cash or, in the discretion of the Committee, by the delivery of shares of Common
Stock then owned by the participant, or by a combination of these methods. In
the discretion of the Committee, payment may also be made by delivering a
properly executed exercise notice to the Company together with a copy of
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds to pay the exercise price. To facilitate the
foregoing, the Company may enter into agreements for coordinated procedures with
one or more brokerage firms. The Committee may prescribe any other method of
paying the exercise price that it determines to be consistent with applicable
law and the purpose of the Plan, including, without limitation, in lieu of the
exercise of a Stock Option by delivery of shares of Common Stock of the Company
then owned by a participant, providing the Company with a notarized statement
attesting to the number of shares owned, where upon verification by the Company,
the Company would issue to the participant only the number of incremental shares
to which the participant is entitled upon exercise of the Stock Option. The
Committee may, at the time of grant, provide for the grant of a subsequent
Restoration Stock Option if the exercise price is paid for by delivering
previously owned shares of Common Stock of the Company. Restoration Stock
Options (i) may be granted in respect of no more than the number of shares of
Common Stock tendered in exercising the predecessor Stock Option, (ii) shall
have an exercise price equal to the Fair Market Value on the date the
Restoration Stock Option is granted, and (iii) may have an exercise period that
does not extend beyond the remaining term of the predecessor Stock Option. In
determining which methods a participant may utilize to pay the




exercise price, the Committee may consider such factors as it determines are
appropriate.

         C. EXERCISE PERIOD. Stock Options granted under the Plan shall be
exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee; provided, however, that no Stock Option
shall be exercisable later than ten years after the date it is granted except in
the event of a participant's death, in which case, the exercise period of such
participant's Stock Options may be extended beyond such period but no later than
one year after the participant's death. All Stock Options shall terminate at
such earlier times and upon such conditions or circumstances as the Committee
shall in its discretion set forth in such option agreement at the date of grant;
PROVIDED, HOWEVER, the Committee may, in its sole, discretion, later wave any
such condition.

         D. LIMITATIONS ON INCENTIVE STOCK OPTIONS. Incentive Stock Options may
be granted only to participants who are employees of the Company or one of its
subsidiaries (within the meaning of Section 424(f) of the Code) at the date of
grant. The per share exercise price of an Incentive Stock Option shall not be
less than the Fair Market Value (determined as of the date of grant of such
option) of a share of Common Stock . The aggregate Fair Market Value (determined
as of the time the option is granted) of the Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by a participant
during any calendar year (under all option plans of the Company and of any
parent corporation or subsidiary corporation (as defined in Sections 424(e) and
(f) of the Code, respectively)) shall not exceed $100,000. For purposes of the
preceding sentence, Incentive Stock Options will be taken into account in the
order in which they are granted. Incentive Stock Options may not be granted to
any participant who, at the time of grant, owns stock possessing (after the
application of the attribution rules of Section 424(d) of the Code) more than
10% of the total combined voting power of all classes of stock of the Company or
any parent or subsidiary corporation of the Company, unless the option price is
fixed at not less than 110% of the Fair Market Value of the Common Stock on the
date of grant and the exercise of such option is prohibited by its terms after
the expiration of five years from the date of grant of such option.
Notwithstanding anything to the contrary contained herein, no Incentive Stock
Option may be exercised later than ten years after the date it is granted.

         E. POST-EMPLOYMENT EXERCISES. The exercise of any Stock Option after
termination of employment shall be in accordance with the terms and subject to
the conditions established by the Committee pursuant to Section 6(c) hereof and,
in any case, shall be further subject to satisfaction of the conditions
precedent that the Participant neither (i) competes with, or takes other
employment with or renders services to a competitor of, the Company, its
subsidiaries or affiliates without the written consent of the Company, nor (ii)
conducts himself or herself in a manner adversely affecting the Corporation;
provided, however, that the Committee, in its sole discretion, may wave any
conditions imposed in the grant letter or as set forth in (i) and (ii) above
relating to the exercise of options after the date of termination of employment
during the terms of the option.

VII. STOCK APPRECIATION RIGHTS.

         A. The Committee may, in its discretion, grant Stock Appreciation
Rights to the holders of any Stock Options granted hereunder. In addition, Stock
Appreciation Rights may be granted independently of, and without relation to,
Stock Options. A Stock Appreciation Right means a right to receive a payment, in
cash, Common Stock or a combination thereof, in an amount equal to the excess of
(x) the Fair Market Value, or other specified valuation, of a specified number
of shares of Common Stock on the date the right is exercised over (y) the Fair
Market Value, or other specified valuation (which shall be no less than the Fair
Market Value), of such shares of Common Stock on the date the right is granted,
all as determined by the Committee; provided, however, that if a Stock
Appreciation Right is granted retroactively in tandem with or in substitution
for a Stock Option, the designated Fair Market Value in the award agreement may
be the Fair Market Value on the date such Stock Option was granted. Each Stock
Appreciation Right shall be subject to such terms and conditions as the
Committee shall impose from time to time.

         B. Stock Appreciation Rights granted under the Plan shall be
exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee; provided, however, that no Stock
Appreciation Rights shall be exercisable later than ten years after the date it
is granted except in the event of a participant's death, in which case, the
exercise period of such participant's Stock Appreciation Rights may be extended
beyond such period but no later than one year after the participant's death. All
Stock Appreciation Rights shall terminate at such earlier times and upon such
conditions or circumstances as the Committee shall in its discretion set forth
in such option at the date of grant.




         C. The exercise of any Stock Appreciation Right after termination of
employment shall be subject to satisfaction of the conditions precedent that the
Participant neither (i) competes with, or takes other employment with or renders
services to a competitor of, the Company, its subsidiaries or affiliates without
the written consent of the Company, nor (ii) conducts himself or herself in a
manner adversely affecting the Corporation; provided, however, that the
Committee, in its sole discretion, may wave any conditions imposed in the grant
letter or as set forth in (i) and (ii) above relating to the exercise of options
after the date of termination of employment during the terms of the option.

VIII. STOCK AWARDS. The Committee may, in its discretion, grant Stock Awards
(which may include mandatory payment of bonus incentive compensation in stock)
consisting of Common Stock issued or transferred to participants with or without
other payments therefor. Stock Awards may be subject to such terms and
conditions as the Committee determines appropriate, including, without
limitation, restrictions on the sale or other disposition of such shares, the
right of the Company to reacquire such shares for no consideration upon
termination of the participant's employment within specified periods, and
conditions requiring that the shares be earned in whole or in part upon the
achievement of performance goals established by the Committee over a designated
period of time. The Committee may require the participant to deliver a duly
signed stock power, endorsed in blank, relating to the Common Stock covered by
such an Award. The Committee may also require that the stock certificates
evidencing such shares be held in custody or bear restrictive legends until the
restrictions thereon shall have lapsed. The Stock Award shall specify whether
the participant shall have, with respect to the shares of Common Stock subject
to a Stock Award, all of the rights of a holder of shares of Common Stock of the
Company, including the right to receive dividends and to vote the shares.

IX. PERFORMANCE AWARDS.

         A. Performance Awards may be granted to participants at any time and
from time to time, as shall be determined by the Committee. The Committee shall
have complete discretion in determining the number, amount and timing of awards
granted to each participant. Such Performance Awards may be in the form of
shares of Common Stock or Stock Units. Performance Awards may be awarded as
short-term or long-term incentives. The Committee shall set performance targets
at its discretion which, depending on the extent to which they are met, will
determine the number and/or value of Performance Awards that will be paid out to
the participants, and may attach to such Performance Awards one or more
restrictions. Performance targets may be based upon, without limitation,
Company-wide, divisional and/or individual performance.

         B. The Committee shall have the authority at any time to make
adjustments to performance targets for any outstanding Performance Awards which
the Committee deems necessary or desirable unless at the time of establishment
of such targets the Committee shall have precluded its authority to make such
adjustments.

         C. Payment of earned Performance Awards shall be made in accordance
with terms and conditions prescribed or authorized by the Committee. The
participant may elect to defer, or the Committee may require or permit the
deferral of, the receipt of Performance Awards upon such terms as the Committee
deems appropriate.

X. STOCK UNITS.

         A. The Committee may, in its discretion, grant Stock Units to
participants hereunder. The Committee shall determine the criteria for the
vesting of Stock Units. A Stock Unit granted by the Committee shall provide
payment in shares of Common Stock at such time as the award agreement shall
specify. Shares of Common Stock issued pursuant to this Section 10 may be issued
with or without other payments therefor as may be required by applicable law or
such other consideration as may be determined by the Committee. The Committee
shall determine whether a participant granted a Stock Unit shall be entitled to
a Dividend Equivalent Right (as defined below).

         B. Upon vesting of a Stock Unit, unless the Committee has determined to
defer payment with respect to such unit or a participant has elected to defer
payment under subsection (c) below, shares of Common Stock representing the
Stock Units shall be distributed to the participant unless the Committee
provides for the payment of the Stock Units in cash or partly in cash and partly
in shares of Common Stock equal to the value of the shares of Common Stock which
would otherwise be distributed to the participant.






         C. Prior to the year with respect to which a Stock Unit may vest, the
participant may elect not to receive a distribution upon the vesting of such
Stock Unit and for the Company to continue to maintain the Stock Unit on its
books of account. In such event, the value of a Stock Unit shall be payable in
shares of Common Stock pursuant to the agreement of deferral.

         D. A "Stock Unit" means a notional account representing one share of
Common Stock. A "Dividend Equivalent Right" means the right to receive the
amount of any dividend paid on the share of Common Stock underlying a Stock
Unit, which shall be payable in cash or in the form of additional Stock Units.

XI. FOREIGN OPTIONS AND RIGHTS.

         A. The Committee may grant Benefits to individual participants who are
subject to the tax laws of nations other than the United States, which Benefits
may have terms and conditions as determined by the Committee as necessary to
comply with applicable foreign laws. The Committee may take any action which it
deems advisable to obtain approval of such Benefits by the appropriate foreign
governmental entity; PROVIDED, HOWEVER, that no such Benefits may be granted
pursuant to this Section 11 and no action may be taken which would result in a
violation of the Exchange Act, the Code or any other applicable law.

XII. ADJUSTMENT PROVISIONS; CHANGE IN CONTROL.

         A. If there shall be any change in the Common Stock of the Company, or
the capitalization of the Company through merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, reverse stock split, split up,
spinoff, combination of shares, exchange of shares, dividend in kind or other
like change in capital structure or distribution (other than normal cash
dividends) to stockholders of the Company, an adjustment shall be made to each
outstanding Stock Option and Stock Appreciation Right such that each such Stock
Option and Stock Appreciation Right shall thereafter be exercisable for such
securities, cash and/or other property as would have been received in respect of
the Common Stock subject to such Stock Option or Stock Appreciation Right had
such Stock Option or Stock Appreciation Right been exercised in full immediately
prior to such change or distribution, and such an adjustment shall be made
successively each time any such change shall occur. In addition, in the event of
any such change or distribution, in order to prevent dilution or enlargement of
participants' rights under the Plan, the Committee will have authority to
adjust, in an equitable manner, the number and kind of shares that may be issued
under the Plan, the number and kind of shares subject to outstanding Benefits,
the exercise price applicable to outstanding Benefits, and the Fair Market Value
of the Common Stock and other value determinations applicable to outstanding
Benefits. Appropriate adjustments may also be made by the Committee in the terms
of any Benefits under the Plan to reflect such changes or distributions and to
modify any other terms of outstanding Benefits on an equitable basis, including
modifications of performance targets and changes in the length of performance
periods. In addition, the Committee is authorized to make adjustments to the
terms and conditions of, and the criteria included in, Benefits in recognition
of unusual or nonrecurring events affecting the Company or the financial
statements of the Company, or in response to changes in applicable laws,
regulations, or accounting principles. Notwithstanding the foregoing, (i) each
such adjustment with respect to an Incentive Stock Option shall comply with the
rules of Section 424(a) of the Code, and (ii) in no event shall any adjustment
be made which would render any Incentive Stock Option granted hereunder other
than an incentive stock option for purposes of Section 422 of the Code.

         B. Notwithstanding any other provision of this Plan, if there is a
Change in Control of the Company, all then outstanding Stock Options and Stock
Appreciation Rights shall immediately become exercisable. For purposes of this
Section 12(b), a "Change in Control" of the Company shall be deemed to have
occurred upon any of the following events:

              1. A change in control of the Company that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
under the Exchange Act; or

              2. During any period of two (2) consecutive years, the individuals
who at the beginning of such period constitute the Company's Board of Directors
or any individuals who would be "Continuing Directors" (as hereinafter defined)
cease for any reason to constitute at least a majority thereof; or






              3. The Company's Common Stock shall cease to be publicly traded;
or

              4. The Company's Board of Directors shall approve a sale of all or
substantially all of the assets of the Company, and such transaction shall have
been consummated; or

              5. The Company's Board of Directors shall approve any merger,
consolidation, or like business combination or reorganization of the Company,
the consummation of which would result in the occurrence of any event described
in Section 12(b)(ii) or (iii) above, and such transaction shall have been
consummated.

         Notwithstanding the foregoing, (A) any spin-off of a division or
subsidiary of the Company to its stockholders and (B) any event listed in (i)
through (v) above that the Board of Directors determines not to be a Change in
Control of the Company, shall not constitute a Change in Control of the Company.

         For purposes of this Section 12(b), "Continuing Directors" shall mean
(x) the directors of the Company in office on the Effective Date (as defined
below) and (y) any successor to any such director and any additional director
who after the Effective Date was nominated or selected by a majority of the
Continuing Directors in office at the time of his or her nomination or
selection.

         The Committee, in its discretion, may determine that, upon the
occurrence of a Change in Control of the Company, each Stock Option and Stock
Appreciation Right outstanding hereunder shall terminate within a specified
number of days after notice to the holder, and such holder shall receive, with
respect to each share of Common Stock subject to such Stock Option or Stock
Appreciation Right, an amount equal to the excess of the Fair Market Value of
such shares of Common Stock immediately prior to the occurrence of such Change
in Control over the exercise price per share of such Stock Option or Stock
Appreciation Right; such amount to be payable in cash, in one or more kinds of
property (including the property, if any, payable in the transaction) or in a
combination thereof, as the Committee, in its discretion, shall determine. The
provisions contained in the preceding sentence shall be inapplicable to a Stock
Option or Stock Appreciation Right granted within six (6) months before the
occurrence of a Change in Control if the holder of such Stock Option or Stock
Appreciation Right is subject to the reporting requirements of Section 16(a) of
the Exchange Act and no exception from liability under Section 16(b) of the
Exchange Act is otherwise available to such holder.

XIII. NONTRANSFERABILITY. Each Benefit granted under the Plan to a participant
shall not be transferable otherwise than by will or the laws of descent and
distribution, and shall be exercisable, during the participant's lifetime, only
by the participant. In the event of the death of a participant, each Stock
Option or Stock Appreciation Right theretofore granted to him or her shall be
exercisable during such period after his or her death as the Committee shall in
its discretion set forth in such option or right at the date of grant and then
only by the executor or administrator of the estate of the deceased participant
or the person or persons to whom the deceased participant's rights under the
Stock Option or Stock Appreciation Right shall pass by will or the laws of
descent and distribution.

XIV. OTHER PROVISIONS. The award of any Benefit under the Plan may also be
subject to such other provisions (whether or not applicable to the Benefit
awarded to any other participant) as the Committee determines appropriate,
including, without limitation, for the installment purchase of Common Stock
under Stock Options, for the installment exercise of Stock Appreciation Rights,
to assist the participant in financing the acquisition of Common Stock, for the
forfeiture of, or restrictions on resale or other disposition of, Common Stock
acquired under any form of Benefit, for the acceleration of exercisability or
vesting of Benefits in the event of a change in control of the Company, for the
payment of the value of Benefits to participants in the event of a change in
control of the Company, or to comply with federal and state securities laws, or
understandings or conditions as to the participant's employment in addition to
those specifically provided for under the Plan.

XV. FAIR MARKET VALUE. For purposes of this Plan and any Benefits awarded
hereunder, Fair Market Value shall be the closing price of the Common Stock on
the date of calculation (or on the last preceding trading date if Common Stock
was not traded on such date) if the Common Stock is readily tradeable on a
national securities exchange or other market system, and if the Common Stock is
not readily tradeable, Fair Market Value shall mean the amount determined in
good faith by the Committee as the fair market value of the Common Stock.

XVI. WITHHOLDING. All payments or distributions of Benefits made pursuant to the
Plan shall be net of any




amounts required to be withheld pursuant to applicable federal, state and local
tax withholding requirements. If the Company proposes or is required to
distribute Common Stock pursuant to the Plan, it may require the recipient to
remit to it or to the corporation that employs such recipient an amount
sufficient to satisfy such tax withholding requirements prior to the delivery of
any certificates for such Common Stock. In lieu thereof, the Company or the
employing corporation shall have the right to withhold the amount of such taxes
from any other sums due or to become due from such corporation to the recipient
as the Committee shall prescribe. The Committee may, in its discretion and
subject to such rules as it may adopt (including any as may be required to
satisfy applicable tax and/or non-tax regulatory requirements), permit an
optionee or award or right holder to pay all or a portion of the federal, state
and local withholding taxes arising in connection with any Benefit consisting of
shares of Common Stock by electing to have the Company withhold shares of Common
Stock having a Fair Market Value equal to the amount of tax to be withheld, such
tax calculated at rates required by statute or regulation.

XVII. TENURE. A participant's right, if any, to continue to serve the Company or
any of its subsidiaries or affiliates as an officer, employee, or otherwise,
shall not be enlarged or otherwise affected by his or her designation as a
participant under the Plan.

XVIII. UNFUNDED PLAN. Participants shall have no right, title, or interest
whatsoever in or to any investments which the Company may make to aid it in
meeting its obligations under the Plan. Nothing contained in the Plan, and no
action taken pursuant to its provisions, shall create or be construed to create
a trust of any kind, or a fiduciary relationship between the Company and any
participant, beneficiary, legal representative or any other person. To the
extent that any person acquires a right to receive payments from the Company
under the Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company. All payments to be made hereunder shall be paid
from the general funds of the Company and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such
amounts except as expressly set forth in the Plan. The Plan is not intended to
be subject to the Employee Retirement Income Security Act of 1974, as amended.

XIX. NO FRACTIONAL SHARES. No fractional shares of Common Stock shall be issued
or delivered pursuant to the Plan or any Benefit. The Committee shall determine
whether cash, or Benefits, or other property shall be issued or paid in lieu of
fractional shares or whether such fractional shares or any rights thereto shall
be forfeited or otherwise eliminated.

XX. DURATION, AMENDMENT AND TERMINATION. No Benefit shall be granted more than
ten years after the Effective Date; PROVIDED, HOWEVER, that the terms and
conditions applicable to any Benefit granted prior to such date may thereafter
be amended or modified by mutual agreement between the Company and the
participant or such other persons as may then have an interest therein. Also, by
mutual agreement between the Company and a participant hereunder, under this
Plan or under any other present or future plan of the Company, Benefits may be
granted to such participant in substitution and exchange for, and in
cancellation of, any Benefits previously granted such participant under this
Plan, or any other present or future plan of the Company. The Board of Directors
may amend the Plan from time to time or suspend or terminate the Plan at any
time. However, no action authorized by this Section 20 shall reduce the amount
of any existing Benefit or change the terms and conditions thereof without the
participant's consent. No amendment of the Plan shall, without approval of the
stockholders of the Company, (i) materially increase the total number of shares
which may be issued under the Plan; (ii) materially increase the amount or type
of Benefits that may be granted under the Plan; or (iii) materially modify the
requirements as to eligibility for Benefits under the Plan.

XXI. GOVERNING LAW. This Plan, Benefits granted hereunder and actions taken in
connection herewith shall be governed and construed in accordance with the laws
of the State of New York (regardless of the law that might otherwise govern
under applicable New York principles of conflict of laws).

XXII. EFFECTIVE DATE.

         A. The Plan was adopted by the Board of Directors and approved by the
stockholders of the Company as of June 22, 2000, but shall be effective
immediately prior to the date of completion of an initial public offering of
Common Stock (the "Effective Date").

         B. This Plan shall terminate on June 21, 2010 (unless sooner terminated
by the Board of Directors).