Exhibit 99.2



                                   Appendix A

                         CENTURY BUSINESS SERVICES, INC.

                            2002 STOCK INCENTIVE PLAN

Introduction

The purpose of the Plan is to give the Company a competitive advantage in
attracting, retaining and motivating officers, employees, and/or directors and
to provide the Company and its Subsidiaries and Affiliates with a stock plan
providing incentives directly linked to the profitability of the Company's
businesses and increases in Company shareholder value. This plan is an amendment
and restatement, effective as of the Effective Date, of the Century Business
Services, Inc. Amended and Restated 1996 Employee Stock Option Plan (the Prior
Plan"). All grants or awards that were made under the Prior Plan prior to the
Effective Date shall continue to be governed by the terms of the Prior Plan,
except to the extent specific provisions of this Plan shall be expressly made
applicable.

SECTION 1. Definitions

For purposes of the Plan, the following terms are defined as set forth below:

     "Affiliate" means a corporation or other entity controlled by, controlling
         or under common control with the Company.

     "Award" means a Stock Option, Stock Appreciation Right, Performance Award,
         or other stock-based award under the Plan.

     "Award Cycle" means a period of one or more consecutive fiscal or other
         years or portions thereof designated by the Committee over which
         Performance Awards are to be earned.

     "Board" means the Board of Directors of the Company.

     "Cause" means, unless otherwise provided by the Committee, (1) "Cause" as
         defined in any Individual Agreement to which the awardee is a party, or
         (2) if there is no such Individual Agreement or if it does not define
         Cause: (A) conviction of the awardee for committing a felony under
         federal law or the law of the state in which such action occurred, (B)
         dishonesty in the course of fulfilling the awardee's employment duties,
         (C) willful and deliberate failure on the part of the awardee to
         perform his or her employment duties in any material respect, or (D)
         prior to a Change in Control, such other events as shall be determined
         by the Committee. The Committee shall, unless otherwise provided in an
         Individual Agreement with the awardee, have the sole discretion to
         determine whether "Cause" exists, and its determination shall be final.

     "Change in Control" and "Change in Control Price" have the meanings set
         forth in Sections 10(b) and (c), respectively.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
         time, and any successor thereto.

     "Commission" means the Securities and Exchange Commission or any successor
         agency.

     "Committee" means the Committee referred to in Section 2.


     "Common Stock" means common stock, par value $0.01 per share, of the
         Company.

     "Company" means Century Business Services, Inc., a Delaware corporation.

     "Covered Employee" means an awardee designated prior to the grant of a
         Performance Award by the Committee who is or may be a "covered
         employee" within the meaning of Section 162(m)(3) of the Code in the
         year in which the Performance Award is expected to be taxable to such
         awardee.

     "Disability" means, unless otherwise provided by the Committee, "permanent
         and total disability" for purposes of Code Section 22(e)(3).

     "Early Retirement" means retirement from active employment with the
         Company, a Subsidiary or Affiliate pursuant to the early retirement
         provisions of the applicable pension plan of such employer.

     "EBITDA" means earnings before interest expense, income taxes, depreciation
         and amortization and gain or loss on sale of operations.

     "Effective Date" shall mean the Effective Date specified in Section 14
         hereof.

     "Eligible Awardees" means officers, employees, directors (whether or not
         officers or employees), independent contractors and consultants of the
         Company or any of its Subsidiaries or Affiliates, and prospective
         employees (subject to applicable rules relating to grants of Incentive
         Stock Options) who have accepted offers of employment from the Company
         or its Subsidiaries or Affiliates, who are or will be responsible for
         or contribute to the management, growth or profitability of the
         business of the Company, or its Subsidiaries or Affiliates. Eligible
         independent contractors or consultants described above may be
         individuals or entities, including without limitation partnerships or
         corporations.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
         time to time, and any successor thereto.

     "Fair Market Value" means, except as otherwise provided by the Committee,
         as of any given date, the average of the highest and lowest per-share
         sales prices for the shares during normal business hours on any
         national exchange listing the Company's Common Stock or on Nasdaq for
         the immediately preceding date, or if the shares were not traded on
         such national exchange on such date, then on the next preceding date on
         which such shares of Common Stock were traded, all as reported by such
         source as the Committee may select.

     "Incentive Stock Option" means any Stock Option designated as, and
         qualified as, an "incentive stock option" within the meaning of Section
         422 of the Code.

     "Individual Agreement" means an employment or similar agreement between an
         awardee and the Company or one of its Subsidiaries or Affiliates.

     "Nonqualified Stock Option" means any Stock Option that is not an Incentive
         Stock Option.

     "Normal Retirement" means retirement from active employment with the
         Company, a Subsidiary or Affiliate at or after age 65.

     "Qualified Performance-Based Award" means a Performance Award designated as
         such by the Committee at the time of award, based upon a determination
         that (i) the awardee is or may be a Covered Employee in the year in
         which the Company would expect to be able to claim a federal

         income tax deduction with respect to such Performance Award and (ii)
         the Committee intends that such Award qualify for the Section 162(m)
         Exemption.

     "Performance Goals" means the performance goals established by the
         Committee in connection with the grant of a Performance Award under
         Section 7 or other stock-based Awards under Section 9. In the case of
         Qualified Performance-Based Awards, (i) such goals shall be based on
         the attainment of specified levels of one or more of the following
         measures: earnings per share, sales, net profit after tax, gross
         profit, operating profit, cash generation, unit volume, return on
         equity, change in working capital, return on capital, shareholder
         return, economic value added, debt reduction or EBITDA, and (ii) such
         Performance Goals shall be set by the Committee within the time period
         prescribed by Section 162(m) of the Code and related regulations.

     "Performance Award" means an Award granted under Section 7.

     "Plan" means the Century Business Services, Inc. 2002 Stock Incentive
         Plan, as set forth herein and as hereinafter amended from time to time.

     "Prior Plan" means the Century Business Services, Inc. Amended and Restated
         1996 Employee Stock Option Plan, as in effect immediately prior to the
         Effective Date.

     "Retirement" means Normal or Early Retirement.

     "Rule 16b-3" means Rule 16b-3, as promulgated by the Commission under
         Section 16(b) of the Exchange Act, as amended from time to time.

     "Section 162(m) Exemption" means the exemption from the limitation on
         deductibility imposed by Section 162(m) of the Code that is set forth
         in Section 162(m)(4)(C) of the Code and the regulations promulgated
         thereunder.

     "Stock Appreciation Right" means an Award granted under Section 6.

     "Stock Option" means an Award that is granted under Section 5 and that
         consists of the right to purchase shares of Common Stock.

     "Subsidiary" means any corporation, partnership, joint venture or other
         entity during any period in which at least a 50% voting or profits
         interest is owned, directly or indirectly, by the Company or any
         successor to the Company.

     "Termination of Employment" means the termination of the awardee's
         employment with, or performance of services for, the Company and any of
         its Subsidiaries or Affiliates. An awardee employed by, or performing
         services for, a Subsidiary or an Affiliate shall also be deemed to
         incur a Termination of Employment if the Subsidiary or Affiliate ceases
         to be such a Subsidiary or an Affiliate, as the case may be, and the
         awardee does not immediately thereafter become an employee of, or
         service-provider for, the Company or another Subsidiary or Affiliate.
         Temporary absences from employment because of illness, vacation or
         leave of absence and transfers among the Company and its Subsidiaries
         and Affiliates shall not be considered Terminations of Employment.

In addition, certain other terms used herein have definitions given to them in
the first place in which they are used.

SECTION 2. ADMINISTRATION

The Plan shall be administered by the Compensation Committee or such other
committee of the Board as the Board may from time to time designate (the
"Committee"), which shall be composed of not less than three directors, and
shall be appointed by and serve at the pleasure of the Board. All members of the
Committee shall qualify as "outside directors" for purposes of the Section
162(m) Exemption and as "Non-Employee Directors," for purposes of Rule 16b-3.

The Committee shall have plenary authority to grant Awards pursuant to the terms
of the Plan to Eligible Awardees.

Among other things, the Committee shall have the authority, subject to the terms
of the Plan:

(a) To select the Eligible Awardees to whom Awards may from time to time be
granted;

(b) To determine whether and to what extent Incentive Stock Options,
Nonqualified Stock Options, SARs, and Performance Awards or any combination
thereof are to be granted hereunder;

(c) To determine the number of shares of Common Stock to be covered by an Award
granted hereunder;

(d) To determine the terms and conditions of any Award granted hereunder
(including, but not limited to, the option price (subject to Section 5(a))), any
vesting condition, restriction or limitation (which may be related to the
performance of the awardee, the Company or any Subsidiary or Affiliate) and any
vesting acceleration regarding any Award and the shares of Common Stock relating
thereto, based on such factors as the Committee shall determine;

(e) To modify, amend or adjust the terms and conditions of any Award, at any
time or from time to time, including but not limited to Performance Goals;
provided, however, that the Committee may not adjust upwards the amount payable
with respect to a Qualified Performance-Based Award or waive or alter the
Performance Goals associated therewith or otherwise exercise discretion that is
inconsistent with the requirements of the Section 162(m) Exemption in the case
of Awards that are intended to rely on such exemption;

(f) To determine to what extent and under what circumstances the issuance of
Common Stock and the payment of other amounts payable with respect to an Award
shall be deferred; and

(g) To determine under what circumstances an Award may be settled in cash or
Common Stock under Sections 5(j) and 6(b)(ii).

The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable, to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any agreement relating thereto)
and to otherwise supervise the administration of the Plan.

The Committee may act only by a majority of its members then in office. Except
to the extent prohibited by applicable law or the applicable rules of a stock
exchange, the Committee may delegate administrative responsibilities with
respect to the Plan. Any determination made by the Committee with respect to any

Award shall be made in the sole discretion of the Committee at the time of the
grant of the Award or, unless in contravention of any express term of the Plan,
at any time thereafter. All decisions made by the Committee pursuant to the
provisions of the Plan shall be final and binding on all persons, including the
Company and Plan awardees.

Any authority granted to the Committee may also be exercised by the full Board,
except to the extent that the grant or exercise of such authority would cause
any Award or transaction to become subject to (or lose an exemption under) the
short-swing profit recovery provisions of Section 16 of the Exchange Act or
cause an Award designated as a Qualified Performance-Based Award not to qualify
for, or to cease to qualify for, the Section 162(m) Exemption. To the extent
that any permitted action taken by the Board conflicts with action taken by the
Committee, the Board action shall control.

SECTION 3. COMMON STOCK SUBJECT TO PLAN

(a) Maximum Number of Shares. The maximum number of shares of Common Stock that
may be issued to awardees and their beneficiaries under the Plan shall be
15,000,000, which number shall include those shares that are available for
grants under the Prior Plan. No Eligible Awardee may be granted in any fiscal
year of the Company Stock Options, Stock Appreciation Rights or any stock-based
Awards under Section 9 hereof (excluding dividend equivalents), or any
combination of such Awards, covering in excess of 1,000,000 shares of Common
Stock. Shares subject to an Award under the Plan may be authorized and unissued
shares or may be treasury shares.

(b) Certain Counting Rules. If any Award is forfeited, or if it terminates,
expires, lapses without being exercised or is cashed out pursuant to Section
5(j) hereof or otherwise, or an Award is exercised for, or is settled with,
cash, any shares of Common Stock subject to such Awards shall again be available
for issuance in connection with Awards under the Plan. If the option price of
any Stock Option granted under the Plan is satisfied by delivering shares of
Common Stock to the Company (by either actual delivery or by attestation), only
the number of shares of Common Stock issued net of the shares of Common Stock
delivered or attested to shall be deemed delivered for purposes of determining
the maximum numbers of shares of Common Stock available for delivery under the
Plan. To the extent any shares of Common Stock subject to an Award are not
delivered to an awardee because such shares are used to satisfy an applicable
tax-withholding obligation, such shares shall not be deemed to have been
delivered for purposes of determining the maximum number of shares of Common
Stock available for delivery under the Plan.

(c) Changes in Capitalization. In the event of any change in corporate
capitalization (including, but not limited to, a change in the number of shares
of Common Stock outstanding), such as a stock split or a corporate transaction,
any merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of the Company, any reorganization (whether or
not such reorganization comes within the definition of such term in Section 368
of the Code) or any partial or complete liquidation of the Company, the
Committee or Board may make such substitution or adjustments in the aggregate
number and kind of shares reserved for issuance under the Plan, and the maximum
limitation upon Stock Options and Stock Appreciation Rights to be granted to any
awardee, in the number, kind and option price of shares subject to outstanding
Stock Options and Stock Appreciation Rights, in the number and kind of shares
subject to other outstanding Awards granted under the Plan and/or such other
equitable substitution or adjustments as it may determine to be appropriate in
its sole discretion; provided, however, that the number of shares subject to any
Award shall always be a whole number. Such adjusted option price shall also be
used to determine

the amount payable by the Company upon the exercise of any Stock Appreciation
Right associated with any Stock Option.

SECTION 4. ELIGIBILITY

Subject to any other restrictions set forth herein, Awards may be granted or
awarded under the Plan only to Eligible Awardees.

SECTION 5. STOCK OPTIONS

Stock Options may be granted alone or in addition to other Awards granted under
the Plan and may be of two types: Incentive Stock Options and Nonqualified Stock
Options. Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.

The Committee shall have the authority to grant any optionee Incentive Stock
Options, Nonqualified Stock Options or both types of Stock Options (in each case
with or without Stock Appreciation Rights); provided, however, that grants
hereunder are subject to the aggregate limit on grants to Eligible Awardees set
forth in Section 3. Incentive Stock Options may be granted only to officers or
other employees of the Company and its subsidiary or parent corporations (within
the meaning of Section 424(e) and(f) of the Code). To the extent that any Stock
Option is not designated as an Incentive Stock Option or even if so designated
does not qualify as an Incentive Stock Option on or subsequent to its grant
date, it shall constitute a Nonqualified Stock Option.

Stock Options shall be evidenced by written option agreements, the terms and
provisions of which may differ. An option agreement shall indicate on its face
whether it is intended to be an agreement for an Incentive Stock Option or a
Nonqualified Stock Option. The grant of a Stock Option shall occur on the date
the Committee by resolution selects an Eligible Awardee to receive a grant of a
Stock Option, determines the number of shares of Common Stock to be subject to
such Stock Option to be granted to such Eligible Awardee and specifies the terms
and provisions of the Stock Option. The Company shall notify an Eligible Awardee
of any grant of a Stock Option, and a written option agreement or agreements
shall be duly executed and delivered by the Company to such optionee. Such
agreement or agreements shall become effective as of the date of grant upon
execution by the Company and the optionee.

Stock Options granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions as the
Committee shall deem desirable:

(a) Option Price. The option price per share of Common Stock shall not be less
than the greater of the par value or the Fair Market Value of a share of the
Common Stock on the date of grant; provided, however, that in the event the
optionee of an Incentive Stock Option owns, at the time such Stock Option is
awarded or granted, more than ten percent (10%) of the voting power of all
classes of stock of the corporation employing the awardee or of any parent or
subsidiary corporation (within the meaning of Section 424(e) and (f) of the
Code), the option price shall not be less than 110% of such Fair Market Value.

(b) Option Term. The term of each Stock Option shall be fixed by the Committee,
but no Incentive Stock Option shall be exercisable more than ten (10) years
after the date the Stock Option is granted, and no more than five (5) years
after such date in the event the optionee is a more than ten percent (10%)
shareholder as described in Section 5(a) above on the date of award or grant.

(c) Exercisability. Except as otherwise provided herein, Stock Options shall be
exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee. If the Committee provides that any Stock
Option vests or becomes exercisable only in installments, the Committee may at
any time waive such installment exercise provisions, in whole or in part, based
on such factors as the Committee may determine. In addition, the Committee may
at any time accelerate the exercisability of any Stock Option.

(d) Method of Exercise. Subject to the provisions of this Section 5, Stock
Options may be exercised, in whole or in part, at any time during the option
term by giving written notice of exercise to the Company specifying the number
of shares of Common Stock subject to the Stock Option to be purchased.

Such notice shall be accompanied by payment in full of the purchase price by
certified or bank check or such other instrument as the Company may accept. If
approved by the Committee, payment, in full or in part, may also be made in the
form of unrestricted Common Stock (by delivery of such shares or by attestation)
already owned by the optionee of the same class as the Common Stock subject to
the Stock Option (based on the Fair Market Value of the Common Stock on the date
the Stock Option is exercised); provided, however, that, in the case of an
Incentive Stock Option, the right to make a payment in the form of already owned
shares of Common Stock of the same class as the Common Stock subject to the
Stock Option may be authorized only at the time the Stock Option is granted and
provided, further, that such already owned shares shall have been held by the
optionee for at least six (6) months at the time of exercise or shall have been
purchased on the open market.

If approved by the Committee, payment in full or in part 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 necessary to pay the purchase price, and, if
requested, by the amount of any federal, state, local or foreign withholding
taxes. To facilitate the foregoing, the Company may enter into agreements for
coordinated procedures with one or more brokerage firms.

In addition, if approved by the Committee, payment in full or in part may also
be made by instructing the Committee to withhold a number of such shares having
a Fair Market Value on the date of exercise equal to the aggregate exercise
price of such Stock Option. The Committee may also provide for Company loans to
be made for purposes of the exercise of Stock Options, subject to all applicable
margin requirements. Any such loan shall bear sufficient interest so as to
preclude the imputing of interest for federal income tax purposes.

No shares of Common Stock shall be issued until full payment therefor has been
made. Except as otherwise provided in Section 5(l) below, an optionee shall have
all of the rights of a stockholder of the Company holding the class and/or
series of Common Stock that is subject to such Stock Option (including, if
applicable, the right to vote the shares and the right to receive dividends), at
such time as the optionee has given written notice of exercise, has paid in full
for such shares and, if requested, has given the representation described in
Section 13(a).

If determined by the Committee or, with respect to a Nonqualified Stock Option,
subsequent to the date of grant of a Stock Option, in the event an optionee who
has not incurred a Termination of Employment pays the option price of such Stock
Option (in whole or in part) by delivering (or attesting to ownership of) shares
of Common Stock previously owned by the optionee, such optionee shall
automatically be granted a

reload Stock Option (a "Reload Option") for the number of shares of Common Stock
used to pay the option price and any applicable withholding amounts. Unless
otherwise determined by the Committee, the Reload Option shall be subject to the
same terms and conditions as the Option, except that each Reload Option shall be
a Nonqualified Stock Option, have an option price equal to the Fair Market Value
of the Common Stock on the date the Reload Option is granted, expire the same
date as the expiration date of the Stock Option so exercised, and shall vest and
become exercisable six (6) months following the date of grant of such Reload
Option. Except to the extent otherwise required in order to meet the
requirements of the Section 162(m) Exemption, Reload Options shall not be
treated as grants for purposes of the limitations set forth in the second
sentence of Section 3 of the Plan.

(e) Nontransferability of Stock Options. No Stock Option shall be transferable
by the optionee other than (i) by will or by the laws of descent and
distribution; or (ii) in the case of a Nonqualified Stock Option, as otherwise
expressly permitted by the Committee including, if so permitted, pursuant to a
transfer to a family member or members of the optionee, whether directly or
indirectly or by means of a trust or partnership or otherwise. For purposes of
this Plan, unless otherwise determined by the Committee, "family member" shall
have the meaning given to such term in General Instructions A.1(a)(5) to Form
S-8 under the Securities Act of 1933 as amended, and any successor thereto. All
Stock Options shall be exercisable, subject to the terms of this Plan, only by
the optionee, the guardian or legal representative of the optionee, or any
person to whom such option is transferred pursuant to this paragraph, it being
understood that the term "holder" and "optionee" include such guardian, legal
representative and other transferee.

(f) Termination by Death. Unless otherwise determined by the Committee, if an
optionee incurs a Termination of Employment by reason of death, any Stock Option
held by such optionee may thereafter be exercised, to the extent then
exercisable, or on such accelerated basis as the Committee may determine, for a
period of one (1) year (or such other period as the Committee may specify in the
option agreement) from the date of such death or until the expiration of the
stated term of such Stock Option, whichever period is the shorter.

(g) Termination by Reason of Disability. Unless otherwise determined by the
Committee, if an optionee incurs a Termination of Employment by reason of
Disability, any Stock Option held by such optionee may thereafter be exercised
by the optionee, to the extent it was exercisable at the time of such
Termination of Employment, or on such accelerated basis as the Committee may
determine, for a period of one (1) year (or such other period as the Committee
may specify in the option agreement) from the date of such Termination of
Employment or until the expiration of the stated term of such Stock Option,
whichever period is the shorter; provided, however, that if the optionee dies
within such period, any unexercised Stock Option held by such optionee shall,
notwithstanding the expiration of such period, continue to be exercisable to the
extent to which it was exercisable at the time of death for a period of one (1)
year from the date of such death or until the expiration of the stated term of
such Stock Option, whichever period is the shorter. In the event of Termination
of Employment by reason of Disability, if an Incentive Stock Option is exercised
after the expiration of the exercise periods that apply for purposes of Section
422 of the Code, such Stock Option will thereafter be treated as a Nonqualified
Stock Option.

(h) Termination by Reason of Retirement. Unless otherwise determined by the
Committee, if an optionee incurs a Termination of Employment by reason of
Retirement, any Stock Option held by such optionee may thereafter be exercised
by the optionee, to the extent it was exercisable at the time of such
Retirement, or on such accelerated basis as the Committee may determine, for a
period of two years (or such other period as the Committee may specify in the
option agreement) from the date of such Termination of Employment or until the
expiration of the stated term of such Stock Option, whichever period is the
shorter; provided,

however, that if the optionee dies within such period any unexercised Stock
Option held by such optionee shall, notwithstanding the expiration of such
period, continue to be exercisable to the extent to which it was exercisable at
the time of death for a period of one year from the date of such death or until
the expiration of the stated term of such Stock Option, whichever period is the
shorter. In the event of Termination of Employment by reason of Retirement, if
an Incentive Stock Option is exercised after the expiration of the exercise
periods that apply for purposes of Section 422 of the Code, such Stock Option
will thereafter be treated as a Nonqualified Stock Option.

(i) Other Terminations. Unless otherwise determined by the Committee: (A) if an
optionee incurs a Termination of Employment for Cause, all Stock Options held by
such optionee shall thereupon terminate upon such termination; and (B) if an
optionee incurs a Termination of Employment for any reason other than death,
Disability, Retirement or for Cause, any Stock Option held by such optionee, to
the extent it was then exercisable at the time of termination, or on such
accelerated basis as the Committee may determine, may be exercised for the
period of the earlier of three (3) months from the date of such Termination of
Employment or the expiration of the stated term of such Stock Option; provided,
however, that if the optionee dies within such three-month period, any
unexercised Stock Option held by such optionee shall, notwithstanding the
expiration of such three-month period, continue to be exercisable to the extent
to which it was exercisable at the time of death for a period of one (1) year
from the date of such death or until the expiration of the stated term of such
Stock Option, whichever period is the shorter. Notwithstanding any other
provision of this Plan to the contrary, in the event an optionee incurs a
Termination of Employment other than for Cause during the 24-month period
following a Change in Control, any Stock Option held by such optionee may
thereafter be exercised by the optionee, to the extent it was exercisable at the
time of termination, or on such accelerated basis as the Committee may
determine, for the shorter of (x) the longer of (i) one (1) year from such date
of termination or (ii) such other period as may be provided in the Plan for such
Termination of Employment or as the Committee may provide in the option
agreement, or (y) expiration of the stated term of such Stock Option. If an
Incentive Stock Option is exercised after the expiration of the post-termination
exercise periods that apply for purposes of Section 422 of the Code, such Stock
Option will thereafter be treated as a Nonqualified Stock Option.

(j) Cashing Out of Stock Option. On receipt of written notice of exercise, the
Committee (but not the optionee) may elect to cash out all or part of the
portion of the shares of Common Stock for which a Stock Option is being
exercised by paying the optionee an amount, in cash or Common Stock, equal to
the excess of the Fair Market Value of the Common Stock over the option price
times the number of shares of Common Stock for which the Stock Option is being
exercised on the effective date of such cash-out.

(k) Change in Control Cash-Out. Notwithstanding any other provision of the Plan,
during the 60-day period from and after a Change in Control (the "Exercise
Period"), if the Committee shall determine at the time of grant or thereafter,
an optionee shall have the right, whether or not the Stock Option is fully
exercisable and in lieu of the payment of the option price for the shares of
Common Stock being purchased under the Stock Option and by giving notice to the
Company, to elect (within the Exercise Period) to surrender all or part of the
Stock Option to the Company and to receive cash, within thirty (30) days of such
election, in an amount equal to the amount by which the Change in Control Price
per share of Common Stock on the date of such election shall exceed the exercise
price per share of Common Stock under the Stock Option (the "Spread") multiplied
by the number of shares of Common Stock granted under the Stock Option as to
which the right granted under this Section 5(k) shall have been exercised.

(l) Deferral of Option Shares. The Committee may from time to time establish
procedures pursuant to which an optionee may elect to defer, until a time or
times later than the exercise of an Option, receipt of all

or a portion of the shares of Common Stock subject to such Option and/or to
receive cash at such later time or times in lieu of such deferred shares, all on
such terms and conditions as the Committee shall determine. If any such
deferrals are permitted, then notwithstanding Section 5(d) above, an optionee
who elects such deferral shall not have any rights as a stockholder with respect
to such deferred shares unless and until shares are actually delivered to the
optionee with respect thereto, except to the extent otherwise determined by the
Committee.

SECTION 6. STOCK APPRECIATION RIGHTS

(a) Grant and Exercise. Stock Appreciation Rights may be granted in conjunction
with all or part of any Stock Option granted under the Plan. In the case of a
Nonqualified Stock Option, such rights may be granted either at or after the
time of grant of such Stock Option. In the case of an Incentive Stock Option,
such rights may be granted only at the time of grant of such Stock Option. A
Stock Appreciation Right shall terminate and no longer be exercisable upon the
termination or exercise of the related Stock Option.

A Stock Appreciation Right may be exercised by an optionee in accordance with
Section 6(b) by surrendering the applicable portion of the related Stock Option
in accordance with procedures established by the Committee. Upon such exercise
and surrender, the optionee shall be entitled to receive an amount determined in
the manner prescribed in Section 6(b). Stock Options which have been so
surrendered shall no longer be exercisable to the extent the related Stock
Appreciation Rights have been exercised.

(b) Terms and Conditions. Stock Appreciation Rights shall be subject to such
terms and conditions as shall be determined by the Committee, including the
following:

(i) Stock Appreciation Rights shall be exercisable only at such time or times
and to the extent that the Stock Options to which they relate are exercisable in
accordance with the provisions of Section 5 and this Section 6.

(ii) Upon the exercise of a Stock Appreciation Right, an optionee shall be
entitled to receive an amount in cash, shares of Common Stock or both, in value
equal to the excess of the Fair Market Value of one share of Common Stock over
the option price per share specified in the related Stock Option multiplied by
the number of shares in respect of which the Stock Appreciation Right shall have
been exercised, with the Committee having the right to determine the form of
payment.

(iii) Stock Appreciation Rights shall be transferable only to permitted
transferees of the underlying Stock Option in accordance with Section 5(e).

(iv) Upon the exercise of a Stock Appreciation Right, the Stock Option or part
thereof to which such Stock Appreciation Right is related shall be deemed to
have been exercised for the purpose of the limitation set forth in Section 3 on
the number of shares of Common Stock to be issued under the Plan, but only to
the extent of the number of shares covered by the Stock Appreciation Right at
the time of exercise at such time.

SECTION 7. PERFORMANCE AWARDS

(a) Administration. Performance Awards may be awarded either alone or in
addition to other Awards granted under the Plan. A Performance Award shall
consist of the conditional right to receive shares of Common Stock, cash
(including cash bonuses determined with or without reference to shares of Common

Stock) or a combination of such shares and cash based upon the attainment of
specified goals over the term of an Award Cycle. The Committee shall determine
the Eligible Awardees to whom and the time or times at which Performance Awards
shall be awarded, the amount of cash or the number of shares of Common Stock
that may be paid or issued pursuant to Performance Awards awarded to any
Eligible Awardee or any group of Eligible Awardees, the duration of the
applicable Award Cycle and any other terms and conditions of the Award, in
addition to those contained in Section 7(b). In the event Performance Awards
consist of a conditional right to receive cash bonuses, such bonuses may be
expressed as percentages of a bonus pool that is established in accordance with
the requirements of the Section 162(m) Exemption.

(b) Terms and Conditions. Performance Awards shall be subject to the following
terms and conditions:

(i) The Committee may, prior to or at the time of the grant, designate a
Performance Award as a Qualified Performance-Based Award, in which event it
shall condition the settlement thereof upon the attainment of one or more
Performance Goals and shall otherwise structure the Award so as to qualify for
the Section 162(m) Exemption. If the Committee does not designate a Performance
Award as a Qualified Performance-Based Award, it may nevertheless condition the
settlement thereof upon the attainment of one or more Performance Goals.
Regardless of whether Performance Awards are Qualified Performance-Based Awards,
the Committee may also condition the settlement thereof upon the continued
service of the awardee. The provisions of such Awards (including without
limitation any applicable Performance Goals) need not be the same with respect
to each awardee. Subject to the provisions of the Plan and the Performance Award
Agreement referred to in Section 7(b)(v), Performance Awards may not be sold,
assigned, transferred, pledged or otherwise encumbered during the Award Cycle.
Over any period of five fiscal years of the Company the sum of any cash paid,
and the Fair Market Value, as of the date of payment or issuance, of any shares
of Common Stock paid or issued, to an awardee pursuant to Qualified
Performance-Based Awards may not exceed ten percent (10%) of the reported EBITDA
of the Company and its Affiliates for such five year period.

(ii) Except to the extent otherwise provided in the applicable Performance Award
Agreement (or other governing document) or Section 7(b)(iii) or 10(a)(iii), upon
an awardee's Termination of Employment for any reason during the Award Cycle or
before any applicable Performance Goals are satisfied, all rights to receive
cash or stock in settlement of any Performance Awards shall be forfeited by the
awardee; provided, however, that the Committee shall have the discretion to
waive, in whole or in part, any or all remaining payment limitations (other
than, in the case of Performance Awards that are Qualified Performance-Based
Awards, satisfaction of the applicable Performance Goals unless the awardee's
employment is terminated by reason of death or Disability) with respect to any
or all of such awardee's Performance Awards.

(iii) An awardee may elect to further defer receipt of cash or shares in
settlement of a Performance Award for a specified period or until a specified
event, subject in each case to the Committee's approval and to such terms as are
determined by the Committee (the "Elective Deferral Period"). Subject to any
exceptions adopted by the Committee, such election must generally be made prior
to commencement of the applicable Award Cycle for the Performance Awards in
question and, in the case of Qualified Performance-Based Awards, may not cause
the Award to fail to qualify for the Section 162(m) Exemption.

(iv) At the expiration of the applicable Award Cycle, the Committee shall
evaluate the Company's performance in light of any Performance Goals and other
conditions for a Performance Award, and shall determine the number of shares of
Common Stock or the amount of cash or both, that has been earned by the awardee.
The Company shall then cause to be delivered to the awardee the earned cash
amount or the

number of shares, as appropriate; provided, however, that any Performance Award
that may be settled by the issuance of shares of Common Stock may, in the
discretion of the Committee, be settled by the payment of cash equal to the Fair
Market Value of such number of shares of Common Stock (subject to any deferral
pursuant to Section 7(b)(iii)).

(v) Each Award shall, unless otherwise documented by the Committee, be confirmed
by, and be subject to, the terms of a written agreement (a "Performance Award
Agreement").

SECTION 8. TAX OFFSET BONUSES

At the time an Award is made hereunder or at any time thereafter, the Committee
may grant to the Eligible Awardee receiving such Award the right to receive a
cash payment in an amount specified by the Committee, to be paid at such time or
times (if ever) as the Award results in compensation income to the awardee, for
the purpose of assisting the awardee to pay the resulting taxes, all as
determined by the Committee and on such other terms and conditions as the
Committee shall determine; provided, however, that no such payment pursuant to
this Section shall be made to a Covered Employee to the extent such payment
would preclude the compliance of an Award with the requirements of the Section
162(m) Exemption in the case of Awards that are Nonqualified Stock Options,
Stock Appreciation Rights or Qualified Performance-Based Awards or are otherwise
intended to rely on such exemption.

SECTION 9. OTHER STOCK-BASED AWARDS

Awards not described in Sections 5, 6, 7 or 8 above that constitute grants or
awards of Common Stock or other grants or awards that are valued in whole or in
part by reference to, or are otherwise based upon, Common Stock, including,
without limitation, restricted shares of Common Stock, dividend equivalents and
convertible debentures, may be granted either alone or in conjunction with other
Awards granted under the Plan. The Committee may, in its sole discretion,
prescribe such conditions or restrictions (including the attainment of
Performance Goals and/or other restrictions designed to satisfy the Section
162(m) Exemption) for the vesting or settlement of any such other Awards
described in this Section as it may deem advisable.

SECTION 10. CHANGE IN CONTROL PROVISIONS

(a) Impact of Event. Notwithstanding any other provision of the Plan to the
contrary, the Committee may provide in the terms of any grant that in the event
of a Change in Control:

(i) Any Stock Options and Stock Appreciation Rights outstanding as of the date
such Change in Control is determined to have occurred, and which are not then
exercisable and vested, shall become fully exercisable and vested to the full
extent of the original grant.

(ii) All Performance Awards shall be considered to be earned and payable in
full, and any deferral or other restriction shall lapse and such Performance
Awards shall be settled in cash as promptly as is practicable.

(iii) The Committee may also make additional adjustments and/or settlements of
outstanding Awards as it deems appropriate and consistent with the Plan's
purposes.

(b) Definition of Change in Control. For purposes of the Plan, a "Change in
Control" shall mean the occurrence of any of the following events:

(i) An acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 40% or more of either (1) the then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or (2) the combined voting
power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company Voting
Securities"); excluding, however, the following: (1) any acquisition directly
from the Company, other than an acquisition by virtue of the exercise of a
conversion privilege unless the security being so converted was itself acquired
directly from the Company, (2) any acquisition by the Company, (3) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any entity controlled by the Company, or (4) any
acquisition pursuant to a transaction which complies with clauses (1), (2) and
(3) of subsection (iii) of this Section 10(b); or

(ii) A change in the composition of the Board such that the individuals who, as
of the effective date of the Plan, constitute the Board (such Board being
hereinafter referred to as the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, for purposes of
this Section 10(b), that any individual who becomes a member of the Board
subsequent to the effective date of the Plan, whose election, or nomination for
election by the Company's stockholders, was approved by a vote of at least a
majority of those individuals who are members of the Board and who were also
members of the Incumbent Board (or deemed to be such pursuant to this proviso)
shall be considered as though such individual were a member of the Incumbent
Board; but, provided further, that any such individual whose initial assumption
of office occurs as a result of either an actual or threatened election contest
(as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board shall not be so considered as a
member of the Incumbent Board; or

(iii) Consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company ("Corporate
Transaction"); excluding, however, such a Corporate Transaction pursuant to
which (1) all or substantially all of the individuals and entities who are the
beneficial owners, respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such Corporate
Transaction will beneficially own, directly or indirectly, more than 50% of,
respectively, the outstanding shares of common stock, and the combined voting
power of the then outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the corporation resulting from
such Corporate Transaction (including, without limitation, a corporation which
as a result of such transaction owns the Company or all or substantially all of
the Company's assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to such
Corporate Transaction, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (2) no Person (other than the
Company, any employee benefit plan (or related trust) of the Company or such
corporation resulting from such Corporate Transaction) will beneficially own,
directly or indirectly, 40% or more of, respectively, the outstanding shares of
common stock of the corporation resulting from such Corporate Transaction or the
combined voting power of the outstanding voting securities of such corporation
entitled to vote generally in the election of directors except to the extent
that such ownership existed prior to the Corporate Transaction, and (3)
individuals who were members of the Incumbent Board will constitute at least a
majority of the members of the board of directors of the corporation resulting
from such Corporate Transaction; or

(iv) The approval by the stockholders of the Company of a complete liquidation
or dissolution of the Company.

(c) Change in Control Price. For purposes of the Plan, "Change in Control Price"
means the higher of (i) the highest reported sales price, regular way, of a
share of Common Stock in any transaction reported on the New York Stock Exchange
Composite Tape or other national exchange on which such shares are listed or on
Nasdaq during the 60-day period prior to and including the date of a Change in
Control or (ii) if the Change in Control is the result of a tender or exchange
offer or a Corporate Transaction, the highest price per share of Common Stock
paid in such tender or exchange offer or Corporate Transaction; provided,
however, that in the case of Incentive Stock Options and Stock Appreciation
Rights relating to Incentive Stock Options, the Change in Control Price shall be
in all cases the Fair Market Value of the Common Stock on the date such
Incentive Stock Option or Stock Appreciation Right is exercised. To the extent
that the consideration paid in any such transaction described above consists all
or in part of securities or other noncash consideration, the value of such
securities or other noncash consideration shall be determined at the sole
discretion of the Board.

SECTION 11. TERM, AMENDMENT AND TERMINATION

The Plan will terminate on the day before the tenth anniversary of the effective
date of the Plan. Under the Plan, Awards outstanding as of such date shall not
be affected or impaired by the termination of the Plan.

The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would impair the rights of an
optionee under a Stock Option or a recipient of a Stock Appreciation Right,
Performance Award or other stock-based Award theretofore granted without the
optionee's or recipient's consent, except such an amendment made to comply with
applicable law, stock exchange rules or accounting rules. In addition, no such
amendment shall be made without the requisite approval of the Company's
stockholders if such amendment has the effect of changing the number of shares
of Common Stock available for issuance under the Plan (other than changes or
adjustments provided for in Section 3) or changing the identity of persons
eligible to receive Awards or to the extent such approval is required by
applicable law or stock exchange rules, including, without limitation, any law
governing the Section 162(m) Exemption or the qualification of Incentive Stock
Options under Section 422 of the Code.

The Committee may amend the terms of any Stock Option or other Award theretofore
granted, prospectively or retroactively, but no such amendment shall cause a
Qualified Performance-Based Award or any other Award intended to comply with the
Section 162(m) Exemption to cease to qualify for such exemption or impair the
rights of any holder without the holder's consent except such an amendment made
to cause the Plan or Award to comply with applicable law, stock exchange rules
or accounting rules.

Subject to the above provisions, the Board shall have authority to amend the
Plan to take into account changes in law and tax and accounting rules as well as
other developments, and to grant Awards which qualify for beneficial treatment
under such rules without stockholder approval.

SECTION 12. UNFUNDED STATUS OF PLAN

It is presently intended that the Plan constitute an "unfunded" plan for
incentive and deferred compensation. The Committee may authorize the creation of
trusts or other arrangements to meet the obligations created under the Plan to
deliver Common Stock or make payments; provided, however, that unless the
Committee

otherwise determines, the existence of such trusts or other arrangements shall
be consistent with the "unfunded" status of the Plan.

SECTION 13. GENERAL PROVISIONS

(a) The Committee may require each person purchasing or receiving shares
pursuant to an Award to represent to and agree with the Company in writing that
such person is acquiring the shares without a view to the distribution thereof.
The certificates for such shares may include any legend which the Committee
deems appropriate to reflect any restrictions on transfer.

Notwithstanding any other provision of the Plan or agreements made pursuant
thereto, the Company shall not be required to issue or deliver any certificate
or certificates for shares of Common Stock under the Plan prior to fulfillment
of all of the following conditions:

(1) Listing or approval for listing upon notice of issuance, of such shares on
the New York Stock Exchange, Inc., or such other securities exchange as may at
the time be the principal market for the Common Stock;

(2) Any registration or other qualification of such shares of the Company under
any state or federal law or regulation, or the maintaining in effect of any such
registration or other qualification which the Committee shall, in its absolute
discretion upon the advice of counsel, deem necessary or advisable; and

(3) Obtaining any other consent, approval, or permit from any state or federal
governmental agency which the Committee shall, in its absolute discretion after
receiving the advice of counsel, determine to be necessary or advisable.

(b) Nothing contained in the Plan shall prevent the Company or any Subsidiary or
Affiliate from adopting other or additional compensation arrangements for its
employees.

(c) The Plan shall not constitute a contract of employment, and adoption of the
Plan shall not confer upon any employee any right to continued employment, nor
shall it interfere in any way with the right of the Company or any Subsidiary or
Affiliate to terminate the employment of any employee at any time.

(d) No later than the date as of which an amount first becomes includible in the
gross income of the recipient of an Award for federal income tax purposes with
respect to any Award under the Plan, the awardee shall pay to the Company, or
make arrangements satisfactory to the Company regarding the payment of, any
federal, state, local or foreign taxes (or other amounts) of any kind required
by law to be withheld with respect to such amount. Unless otherwise determined
by the Company, withholding obligations may be settled with Common Stock,
including Common Stock that is part of the Award that gives rise to the
withholding requirement; provided, that not more than the legally required
minimum withholding may be settled with Common Stock. The obligations of the
Company under the Plan shall be conditional on such payment or arrangements, and
the Company and its Affiliates shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment otherwise due to the awardee.
The Committee may establish such procedures as it deems appropriate, including
making irrevocable elections, for the settlement of withholding obligations with
Common Stock.

(e) The Committee shall establish such procedures as it deems appropriate for an
awardee to designate a beneficiary to whom any amounts payable in the event of
the awardee's death are to be paid or by whom any rights of the awardee, after
the awardee's death, may be exercised.

(f) In the case of a grant of an Award to any employee of a Subsidiary of the
Company, the Company may, if the Committee so directs, issue or transfer the
shares of Common Stock, if any, covered by the Award to the Subsidiary, for such
lawful consideration as the Committee may specify, upon the condition or
understanding that the Subsidiary will transfer the shares of Common Stock to
the employee in accordance with the terms of the Award specified by the
Committee pursuant to the provisions of the Plan. All shares of Common Stock
underlying Awards that are forfeited or canceled shall revert to the Company.

(g) The Plan and all Awards made and actions taken thereunder shall be governed
by and construed in accordance with the laws of the State of Delaware, without
reference to principles of conflict of laws.

(h) Except as otherwise provided in Section 5(e) or 6(b)(iii) or by the
Committee, Awards under the Plan are not transferable except by will or by laws
of descent and distribution.

(i) In the event an Award is granted to an Eligible Awardee who is employed or
providing services outside the United States and who is not compensated from a
payroll maintained in the United States, the Committee may, in its sole
discretion, modify the provisions of the Plan as they pertain to such individual
to comply with applicable foreign law.

SECTION 14. EFFECTIVE DATE OF PLAN

The Plan shall be effective as of the date it is approved by the shareholders of
the Company. The foregoing notwithstanding, no issuance of shares or settlement
of any Award or other payment of compensation under the Plan may occur until
shareholder approval of the Plan.

SECTION 15. DIRECTOR STOCK OPTIONS

(a) Each director of the Company who is not otherwise an employee of the Company
or any of its Subsidiaries or Affiliates, shall (i) on the first day after his
or her first election as a director of the Company automatically be granted
50,000 Nonqualified Stock Options to purchase Common Stock having an exercise
price of 100% of Fair Market Value of the Common Stock on the date of grant of
such Nonqualified Stock Option and (ii) thereafter, on the day after each Annual
Meeting of Stockholders of the Company during such director's term (beginning
with the Annual Meeting in 2003), be granted 5,000 Nonqualified Stock Options to
purchase Common Stock having an exercise price of 100% of Fair Market Value of
the Common Stock on the date of grant of such Nonqualified Stock Option.

(b) An automatic director Stock Option shall be granted hereunder only if as of
each date of grant the director (i) is not otherwise an employee of the Company
or any of its Subsidiaries or Affiliates, (ii) has not been an employee of the
Company or any of its Subsidiaries or Affiliates for any part of the preceding
fiscal year, and (iii) has served on the Board continuously since the
commencement of his or her term.

(c) Each holder of a Stock Option granted pursuant to this Section 15 shall also
have the rights specified in Section 5(k).

(d) In the event that the number of shares of Common Stock available for future
grant under the Plan is insufficient to make all automatic grants required to be
made on such date, then all non-employee directors entitled to a grant on such
date shall share ratably in the number of options on shares available for grant
under the Plan.

(e) Except as expressly provided in this Section 15, any Stock Option granted
hereunder shall be subject to the terms and conditions of the Plan as if the
grant were made pursuant to Section 5 hereof.