

                         REALTY INFORMATION GROUP, INC.
                            1998 STOCK INCENTIVE PLAN

PURPOSE             Realty  Information  Group,  Inc.,  a  Delaware  corporation
                    ("RIG" or the  "Company"),  wishes to recruit,  reward,  and
                    retain  employees  and outside  directors.  To further these
                    objectives,   the  Company  hereby  sets  forth  the  Realty
                    Information  Group,  Inc.  1998  Stock  Incentive  Plan (the
                    "Plan")  to provide  options  ("Options")  or direct  grants
                    ("Stock Grants" and, together with the Options, "Awards") to
                    employees  and outside  directors  with respect to shares of
                    the Company's common stock (the "Common Stock"). The Plan is
                    effective as of the effective date (the "Effective Date") of
                    the   Company's   registration   under  Section  12  of  the
                    Securities  Exchange Act of 1934 (the  "Exchange  Act") with
                    respect to its initial public offering ("IPO").

PARTICIPANTS        All  Employees  of RIG and  any  Eligible  Subsidiaries  are
                    eligible for Options and Stock  Grants  under this Plan,  as
                    are the directors of RIG and the Eligible  Subsidiaries  who
                    are not employees ("Eligible Directors"). Eligible employees
                    and  directors  become  "optionees"  when the  Administrator
                    grants them an option under this Plan or  "recipients"  when
                    they receive a direct grant of Common Stock.  (Optionees and
                    recipients are referred to collectively  as  "participants."
                    The term participant  also includes,  where  appropriate,  a
                    person  authorized  to  exercise  an  Award  in place of the
                    original optionee.) The Administrator may also grant Options
                    or make Stock Grants to certain other service providers.

                    Employee means any person  employed as a common law employee
                    of the Company or an Eligible Subsidiary.

ADMINISTRATOR       The Administrator will be the Compensation  Committee of the
                    Board of  Directors of RIG (the  "Compensation  Committee"),
                    unless the Board specifies another committee.  The Board may
                    also act under  the Plan as though it were the  Compensation
                    Committee.

                    The  Administrator is responsible for the general  operation
                    and  administration  of the  Plan and for  carrying  out its
                    provisions  and has  full  discretion  in  interpreting  and
                    administering  the  provisions  of the Plan.  Subject to the
                    express  provisions  of  the  Plan,  the  Administrator  may
                    exercise  such  powers  and  authority  of the  Board as the
                   

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                    Administrator may find necessary or appropriate to carry out
                    its functions.  The Administrator may delegate its functions
                    (other  than  those  described  in the  GRANTING  OF  AWARDS
                    section) to officers or employees of RIG.

                    The Administrator's  powers will include, but not be limited
                    to, the power to amend,  waive,  or extend any  provision or
                    limitation of any Award. The  Administrator  may act through
                    meetings  of a  majority  of  its  members  or by  unanimous
                    consent.

GRANTING OF        Subject to the terms of the Plan, the Administrator will, in
AWARDS             its sole discretion, determine

                        the participants who receive Awards,

                        the terms of such Awards,

                        the schedule  for  exercisability  or  nonforfeitability
                        (including any requirements  that the participant or the
                        Company satisfy performance criteria),

                        the time and conditions for expiration of the Award, and

                        the form of payment due upon exercise, if any.

                   The Administrator's determinations under the Plan need not be
                   uniform and need not consider whether  possible  participants
                   are similarly situated.

                   Options  granted  to  employees  may  be  nonqualified  stock
                   options  ("NQSOs")  or  "incentive  stock  options"  ("ISOs")
                   within the  meaning of Section  422 of the  Internal  Revenue
                   Code of 1986, as amended from time to time (the  "Code"),  or
                   the corresponding  provision of any subsequently  enacted tax
                   statute. Options granted to Eligible Directors must be NQSOs.
                   The Administrator will not grant ISOs unless the stockholders
                   have approved the Plan.

                   The  Administrator  may impose such  conditions  on or charge
                   such price for the Stock Grants as it deems appropriate.

SUBSTITUTIONS      The  Administrator  may also grant Awards in substitution for
                   options  or other equity interests held by individuals (i) as
                   a  result  of  their  employment  by or  services  to  Realty
                   Information Group, L.P. or

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                   (ii) who  become  Employees  of the Company or of an Eligible
                   Subsidiary  as a result of the Company's acquiring or merging
                   with the  individual's  employer or acquiring its assets.  If
                   necessary  to conform the Awards to the  interests  for which
                   they are substitutes,  the Administrator may grant substitute
                   Awards under terms  and  conditions  that vary from those the
                   Plan otherwise requires.

DIRECTOR           
FORMULA            Each Eligible  Director will receive a Formula Stock Grant as
GRANTS             of the Effective  Date with respect to shares of Common Stock
                   equal to $15,000. Each Eligible Director serving on the Board
                   at  each  annual   meeting  of  the  Company's   shareholders
                   (beginning  with the  meeting at least six  months  after the
                   Effective Date of the IPO) will receive a Formula Stock Grant
                   as of that  meeting  with  respect to shares of Common  Stock
                   equal to $15,000. The Formula Stock Grants are nonforfeitable
                   when received and are treated as  "exercised"  under the Plan
                   on their Date of Grant.
                   
                   
                   
                   
                   

DATE OF GRANT      The Date of Grant  will be the date as of which  this Plan or
                   the  Administrator  grants  an  Award  to a  participant,  as
                   specified in the Plan or in the Administrator's minutes.

EXERCISE  PRICE    The Exercise Price is the value of the  consideration  that a
                   participant  must provide in exchange for one share of Common
                   Stock.  The  Administrator  will determine the Exercise Price
                   under  each  Award  and may set the  Exercise  Price  without
                   regard to the Exercise  Price of any other Awards  granted at
                   the  same  or  any  other  time.  The  Company  may  use  the
                   consideration  it receives from the  participant  for general
                   corporate purposes.

                   The Exercise  Price  per share for NQSOs may not be less than
                   100% of the  Fair  Market  Value  of  a share  on the Date of
                   Grant.  If an Option is intended to be  an ISO,  the Exercise
                   Price per share may not be less than  100% of the Fair Market
                   Value  (on the Date of  Grant)  of  a share of  Common  Stock
                   covered  by  the  Option;  provided,  however,   that  if the
                   Administrator  decides to grant an ISO to  someone covered by
                   Sections    422(b)(6) and    424(d)(as    a    more-than-10%-
                   stock-owner),  the  Exercise  Price  of the Option must be at
                   least 110% of the Fair Market Value  (on the Date of Grant).

                   The  Administrator  may  satisfy  any state law  requirements
                   regarding  adequate  consideration  for  Stock  Grants by (i)
                   issuing  Common Stock held as treasury stock or (ii) charging
                   the  recipients at least the par value for the shares covered
                   by the Stock Grant.  The  Administrator

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                   may  designate  that a recipient  may satisfy  (ii) either by
                   direct payments or by the  Administrator's  withholding  from
                   other payments due to the recipient.


FAIR MARKET        Fair Market  Value of a share of Common Stock for purposes of
VALUE              the Plan will be determined as follows:                      

                         if the Common Stock is traded on a national securities
                         exchange, the closing sale price on that date;

                         if the Common Stock is not traded on any such exchange,
                         the  closing  sale price as  reported  by the  National
                         Association  of  Securities  Dealers,   Inc.  Automated
                         Quotation System ("Nasdaq") for such date;

                         if no such closing sale price information is available,
                         the  average  of the  closing  bid and asked  prices as
                         reported by Nasdaq for such date; or

                         if there are no such closing bid and asked prices,  the
                         average of the closing bid and asked prices as reported
                         by any other commercial service for such date.

                   For any date that is not a trading day, the Fair Market Value
                   of a share of Common Stock for such date shall be  determined
                   by using the closing sale price or the average of the closing
                   bid and asked prices,  as  appropriate,  for the  immediately
                   preceding trading day.

                   The Fair Market  Value will be deemed  equal to the IPO price
                   for any  Options  granted  as of the date on which  the IPO's
                   underwriters price the IPO.

EXERCISABILITY     The Administrator will determine the times and conditions for
                   exercise of or  purchase  under each Award but may not extend
                   the period for exercise  beyond the tenth  anniversary of its
                   Date of Grant (or five  years for ISOs  granted to 10% owners
                   covered by Code Sections  422(b)(6) and 424(d)).

                   Awards  will  become  exercisable  at such  times and in such
                   manner  as  the   Administrator   determines  and  the  Award
                   Agreement,  if any, indicates;  provided,  however,  that the
                   Administrator  may,  on  such  terms  and  conditions  as  it
                   determines  appropriate,  accelerate  the time at  which  the
                   participant  may exercise any portion of an Award or at which

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                   restrictions  on  Stock  Grants  lapse.   For  Stock  Grants,
                   "exercise"  refers  to  acceptance  of the  Award or lapse of
                   restrictions, as appropriate in context.

                   If the Administrator does not specify otherwise, Options will
                   become  exercisable  and  restrictions on Stock Grants (other
                   than the Director  Formula Grants) will lapse as to one-third
                   of the covered shares on each of the first, second, and third
                   anniversaries of the Date of Grant.

                   No  portion  of  an  Award   that  is   unexercisable   at  a
                   participant's   termination  of  employment  will  thereafter
                   become  exercisable,  unless  the  Award  Agreement  provides
                   otherwise, either initially or by amendment.

CHANGE OF          Upon a Change of Control (as defined below), all Options held
CONTROL            by  current   Employees  and  directors   will  become  fully
                   exercisable and all  restrictions on Stock Grants will lapse.
                   A Change of Control for this  purpose  means the  occurrence,
                   after the Company's  IPO, of any one or more of the following
                   events:                                                      
                   
                         a person, entity, or group (other than the Company, any
                         Company  subsidiary,  any Company  benefit plan, or any
                         underwriter   temporarily  holding  securities  for  an
                         offering of such securities) acquires ownership of more
                         than 80% of the  undiluted  total  voting  power of the
                         Company's then-outstanding  securities eligible to vote
                         to  elect  members  of  the  Board   ("Company   Voting
                         Securities");

                         consummation  of  a  merger  or  consolidation  of  the
                         Company  into any other entity -- unless the holders of
                         the Company Voting Securities  outstanding  immediately
                         before such consummation,  together with any trustee or
                         other  fiduciary  holding  securities  under a  Company
                         benefit   plan,    hold   securities   that   represent
                         immediately after such merger or consolidation at least
                         20%  of  the   combined   voting   power  of  the  then
                         outstanding  voting securities of either the Company or
                         the other surviving entity or its parent; or

                         the  stockholders  of the Company approve (i) a plan of
                         complete  liquidation  or dissolution of the Company or
                         (ii) an agreement for the Company's sale or disposition
                         of all or substantially all the Company's  assets,  and
                         such liquidation,  dissolution, sale, or disposition is
                         consummated.

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                         Even if other  tests are met, a Change of  Control  has
                         not  occurred  under  any  circumstance  in  which  the
                         Company   files  for   bankruptcy   protection   or  is
                         reorganized following a bankruptcy filing.

                   The ADJUSTMENT UPON CHANGES IN CAPITAL STOCK  provisions will
                   also  apply  if  the  Change  of  Control  is  a  SUBSTANTIAL
                   CORPORATE CHANGE (as defined in those provisions).

LIMITATION ON      An Option  granted to an employee  will be an ISO only to the
ISOS               extent that the aggregate  Fair Market Value  (determined  at
                   the Date of Grant) of the stock  with  respect  to which ISOs
                   are exercisable for the first time by the optionee during any
                   calendar  year  (under  the Plan and all  other  plans of the
                   Company and its subsidiary  corporations,  within the meaning
                   of Code  Section  422(d)),  does not  exceed  $100,000.  This
                   limitation  will be applied by taking Options into account in
                   the order in which such Options were  granted.  If, by design
                   or operation,  the Option exceeds this limit, the excess will
                   be treated as an NQSO.                                       
                   
                   
                   
                   

METHOD OF          To  exercise  any  exercisable   portion  of  an  Award,  the
EXERCISE           participant must:                                            

                         Deliver a written  notice of exercise to the  Secretary
                         of  the  Company  (or  to  whomever  the  Administrator
                         designates),  in a form  complying  with any  rules the
                         Administrator may issue, signed by the participant, and
                         specifying   the  number  of  shares  of  Common  Stock
                         underlying the portion of the Award the  participant is
                         exercising;

                         Pay the full  Exercise  Price,  if any, by cashier's or
                         certified  check for the  shares of Common  Stock  with
                         respect to which the Award is being  exercised,  unless
                         the  Administrator  consents to another form of payment
                         (which could include the use of Common Stock); and

                         Deliver to the Administrator such  representations  and
                         documents as the Administrator, in its sole discretion,
                         may consider necessary or advisable.

                   Payment in full of the Exercise  Price need not accompany the
                   written  notice of exercise  provided the notice directs that
                   the  stock  certificates  for  the  shares  issued  upon  the
                   exercise be delivered to a licensed broker  acceptable to the
                   Company as the agent for the individual exercising the option
                   and at the time the stock  certificates  are delivered to the
                   broker,

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                   the  broker  will   tender  to  the  Company   cash  or  cash
                   equivalents  acceptable  to  the  Company  and  equal  to the
                   Exercise Price.

                   If the Administrator  agrees to payment through the tender to
                   the Company of shares of Common Stock,  the  individual  must
                   have held the stock being tendered for at least six months at
                   the time of  surrender.  Shares of stock  offered  as payment
                   will be valued,  for  purposes of  determining  the extent to
                   which the  participant  has paid the Exercise Price, at their
                   Fair Market Value on the date of exercise.  The Administrator
                   may also, in its discretion,  accept attestation of ownership
                   of Common  Stock and issue a net number of shares upon Option
                   exercise.

AWARD              No one may  exercise  an Award more than ten years  after its
EXPIRATION         Date  of  Grant  (or  five  years,  for an ISO  granted  to a
                   more-than-10%   shareholder).   Unless  the  Award  Agreement
                   provides otherwise,  either initially or by amendment, no one
                   may exercise an Award after the first to occur of:           
                   
     EMPLOYMENT          The  90th  day  after  the  date  of   termination   of
     TERMINATION         employment (other than for death or Disability),  where
                         termination  of  employment  means  the  time  when the
                         employer-employee     or    other     service-providing
                         relationship  between the employee and the Company ends
                         for any reason, including retirement.  Unless the Award
                         Agreement provides otherwise, termination of employment
                         does  not  include   instances  in  which  the  Company
                         immediately   rehires  a  common  law  employee  as  an
                         independent contractor. The Administrator,  in its sole
                         discretion,  will  determine  all  questions of whether
                         particular   terminations  or  leaves  of  absence  are
                         terminations of employment;                            

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     DISABILITY          For   disability,   the   earlier   of  (i)  the  first
                         anniversary   of  the   participant's   termination  of
                         employment  for  disability  and (ii)  thirty (30) days
                         after the participant no longer has a disability, where
                         "disability"  means  the  inability  to  engage  in any
                         substantial gainful activity by reason of any medically
                         determinable  physical or mental impairment that can be
                         expected  to result in death or that has  lasted or can
                         be expected to last for a continuous period of not less
                         than twelve months; or

     DEATH               The date twelve months after the participant's death.

                   If exercise is permitted after termination of employment, the
                   Award will nevertheless expire as of the date that the former
                   service  provider  violates  any  covenant  not to compete in
                   effect  between  the  Company  and the  former  employee.  In
                   addition,  an optionee  who  exercises an Option more than 90
                   days after  termination of employment with the Company and/or
                   the Eligible  Subsidiaries will only receive ISO treatment to
                   the extent  permitted  by law,  and  becoming or remaining an
                   employee of another  related company (that is not an Eligible
                   Subsidiary) or an independent  contractor to the Company will
                   not  prevent  loss of ISO  status as a result  of the  formal
                   termination of employment.

                   Nothing in this Plan  extends the term of an Award beyond the
                   tenth  anniversary of its Date of Grant, nor does anything in
                   this AWARD EXPIRATION  section make an Award exercisable that
                   has not otherwise become exercisable.


AWARD              Option Agreements will set forth the terms of each Option and
AGREEMENT          will include such terms and  conditions,  consistent with the
                   Plan,  as the  Administrator  may  determine are necessary or
                   advisable.  To the extent the agreement is inconsistent  with
                   the Plan,  the Plan will govern.  The Option  Agreements  may
                   contain  special  rules.  The  Administrator  may, but is not
                   required to, issue agreements for Stock Grants.              
                   
STOCK SUBJECT      Except  as  adjusted  below  under  CORPORATE  CHANGES,   the
TO PLAN            aggregate number of shares of Common Stock that may be issued
                   under the Awards  (whether ISOs,  NQSOs, or Stock Grants) may
                   not exceed  1,450,000 shares and the maximum number of shares
                   that may be granted under Awards for a single individual in a
                   calendar year may not exceed 400,000 shares.  (The individual
                   maximum applies only to Awards first made under this Plan and
                   not to  Awards  made in  substitution  of a prior  employer's
                   options or other  incentives,  except as

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                   Code Section  162(m)  otherwise  requires.)  The Common Stock
                   will come from either  authorized but unissued shares or from
                   previously   issued  shares  that  the  Company   reacquires,
                   including  shares it  purchases  on the open  market.  If any
                   Award  expires,  is  canceled,  or  terminates  for any other
                   reason, the shares of Common Stock available under that Award
                   will again be  available  for the granting of new Awards (but
                   will be counted  against  that  calendar  year's  limit for a
                   given individual).

                   No adjustment  will be made for a dividend or other right for
                   which the record date precedes the date of exercise.

                   The  participant  will have no rights of a  stockholder  with
                   respect to the shares of stock  subject to an Award except to
                   the extent that the Company has issued  certificates  for, or
                   otherwise  confirmed  ownership  of,  such  shares  upon  the
                   exercise of the Award.

                   The Company will not issue fractional  shares pursuant to the
                   exercise  of an  Award,  but the  Administrator  may,  in its
                   discretion, direct the Company to make a cash payment in lieu
                   of fractional shares.

PERSON WHO         During the  participant's  lifetime,  only the participant or
MAY EXERCISE       his duly appointed  guardian or personal  representative  may
                   exercise   the  Awards.   After  his  death,   his   personal
                   representative or any other person authorized under a will or
                   under the laws of descent and  distribution  may exercise any
                   then  exercisable  portion of an Award. If someone other than
                   the  original  recipient  seeks to exercise any portion of an
                   Award,  the  Administrator  may request  such proof as it may
                   consider  necessary or  appropriate  of the person's right to
                   exercise the Award.                                          
                   
                   
 ADJUSTMENTS       Subject to any required action by the Company (which it shall
 UPON CHANGES IN   promptly  take)  or  its  stockholders,  and  subject  to the
 CAPITAL STOCK     provisions of applicable corporate law, if, after the Date of
                   Grant of an Award,                                        
                   
                         the  outstanding  shares of Common  Stock  increase  or
                         decrease  or  change  into  or  are   exchanged  for  a
                         different  number or kind of  security by reason of any
                         recapitalization,    reclassification,   stock   split,
                         reverse stock split, combination of shares, exchange of
                         shares,  stock dividend,  or other distribution payable
                         in capital stock, or

                         some other  increase or  decrease in such Common  Stock
                         occurs without the Company's receiving consideration,

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                   the  Administrator  may make a proportionate  and appropriate
                   adjustment in the number of shares of Common Stock underlying
                   each  Award,  so  that  the  proportionate  interest  of  the
                   participant  immediately  following  such event will,  to the
                   extent  practicable,  be the same as immediately  before such
                   event.  (This  adjustment does not apply to Common Stock that
                   the optionee has already  purchased  nor to Stock Grants that
                   are already  nonforfeitable,  except to the extent of similar
                   treatment  for all  stockholders.)  Unless the  Administrator
                   determines  another  method  would be  appropriate,  any such
                   adjustment  to an Award will not change the total  price with
                   respect to shares of Common Stock  underlying the unexercised
                   portion  of  the  Award  but  will  include  a  corresponding
                   proportionate adjustment in the Award's Exercise Price.

                   The  Administrator  will  make a  commensurate  change to the
                   maximum  number  and kind of  shares  provided  in the  STOCK
                   SUBJECT TO PLAN section.

                   Any issue by the Company of any class of preferred  stock, or
                   securities  convertible  into  shares of common or  preferred
                   stock of any class,  will not affect,  and no  adjustment  by
                   reason  thereof  will be made with  respect to, the number of
                   shares of Common  Stock  subject to any Award or the Exercise
                   Price  except  as  this  ADJUSTMENTS   section   specifically
                   provides.  The  grant of an  Award  under  the Plan  will not
                   affect in any way the right or power of the  Company  to make
                   adjustments, reclassifications, reorganizations or changes of
                   its  capital  or  business  structure,  or  to  merge  or  to
                   consolidate, or to dissolve, liquidate, sell, or transfer all
                   or any part of its business or assets.

SUBSTANTIAL        Upon  a  Substantial  Corporate  Change,  the  Plan  and  any
CORPORATE          unexercised Awards will terminate unless provision is made in
CHANGE             writing in connection with such transaction for         
 
                         the assumption or continuation  of outstanding  Awards,
                         or

                         the  substitution  for such  options  or  grants of any
                         options or grants covering the stock or securities of a
                         successor   employer   corporation,   or  a  parent  or
                         subsidiary   of  such   successor,   with   appropriate
                         adjustments  as to the  number  and kind of  shares  of
                         stock  and  prices,  in which  event  the  Awards  will
                         continue in the manner and under the terms so provided.

                   Unless  the Board  determines  otherwise,  if an Award  would
                   otherwise  terminate  pursuant  to  the  preceding  sentence,
                   participants  who are  then 

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                   Employees or directors of the Company will have the right, at
                   such time before the consummation of the transaction  causing
                   such  termination  as the  Board  reasonably  designates,  to
                   exercise any  unexercised  portions of the Award,  whether or
                   not they had previously become exercisable.  However,  unless
                   the Board determines  otherwise,  the  acceleration  will not
                   occur if it would  render  unavailable  "pooling of interest"
                   accounting for any  reorganization,  merger, or consolidation
                   of the Company.

                   A Substantial Corporate Change means the

                        dissolution or liquidation of the Company,

                        merger, consolidation,  or reorganization of the Company
                        with one or more  corporations  in which the  Company is
                        not the surviving corporation,

                        the  sale  of  substantially  all of the  assets  of the
                        Company to another corporation, or

                        any transaction (including a merger or reorganization in
                        which the Company  survives)  approved by the Board that
                        results  in  any  person  or  entity   (other  than  any
                        affiliate  of the  Company as defined in Rule  144(a)(1)
                        under the  Securities  Act) owning 100% of the  combined
                        voting power of all classes of stock of the Company.

SUBSIDIARY         Employees  of  Company   Subsidiaries  will  be  entitled  to
EMPLOYEES          participate  in the Plan,  except as otherwise  designated by
                   the Board of Directors or the Committee.                     
                   
                   Eligible Subsidiary means each of the Company's Subsidiaries,
                   except  as the Board  otherwise  specifies.  For ISO  grants,
                   Subsidiary means any corporation  (other than the Company) in
                   an unbroken chain of corporations  beginning with the Company
                   if, at the time an ISO is granted to a Participant  under the
                   Plan,  each  of  the   corporations   (other  than  the  last
                   corporation in the unbroken chain) owns stock  possessing 50%
                   or more of the total combined  voting power of all classes of
                   stock in one of the other  corporations  in such  chain.  For
                   NQSOs,  the  Board  or  the  Committee  can  use a  different
                   definition of Subsidiary in its discretion.

LEGAL              The Company  will not issue any shares of Common  Stock under
                   an

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COMPLIANCE         Award until all  applicable  requirements  imposed by Federal
                   and state securities and other laws,  rules, and regulations,
                   and by any applicable regulatory agencies or stock exchanges,
                   have been fully met. To that end, the Company may require the
                   participant to take any reasonable action to comply with such
                   requirements  before issuing such shares. No provision in the
                   Plan or action taken under it  authorizes  any action that is
                   otherwise prohibited by Federal or state laws.

                   The Plan is intended to conform to the extent  necessary with
                   all  provisions of the  Securities  Act of 1933  ("Securities
                   Act") and the Exchange Act and all  regulations and rules the
                   Securities and Exchange  Commission  issues under those laws.
                   Notwithstanding  anything  in the Plan to the  contrary,  the
                   Administrator  must  administer  the Plan,  and Awards may be
                   granted and  exercised,  only in a way that  conforms to such
                   laws,  rules,  and  regulations.  To the extent  permitted by
                   applicable  law,  the  Plan  and any  Awards  will be  deemed
                   amended  to the  extent  necessary  to  conform to such laws,
                   rules, and regulations.

PURCHASE FOR       Unless a  registration  statement  under the  Securities  Act
INVESTMENT         covers the shares of Common Stock a participant receives upon
AND OTHER          exercise of his Award, the Administrator may require,  at the
RESTRICTIONS       time of  such  exercise  or  receipt  of a  grant,  that  the
                   participant  agree in  writing  to  acquire  such  shares for
                   investment and not for public resale or distribution,  unless
                   and  until the  shares  subject  to the Award are  registered
                   under the  Securities  Act.  Unless the shares are registered
                   under the Securities Act, the participant must acknowledge:  
                   
                        that the shares  purchased  on exercise of the Award are
                        not so registered,

                        that the participant may not sell or otherwise  transfer
                        the shares unless

                            the shares have been registered under the Securities
                            Act in connection with the sale or transfer thereof,
                            or

                            counsel  satisfactory  to the  Company has issued an
                            opinion satisfactory to the Company that the sale or
                            other   transfer  of  such  shares  is  exempt  from
                            registration under the Securities Act, and


                                 Page 12 of 15

<PAGE>



                            such  sale  or  transfer  complies  with  all  other
                            applicable laws,  rules, and regulations,  including
                            all applicable  Federal and state  securities  laws,
                            rules, and regulations.

                   Additionally, the Common Stock, when issued upon the exercise
                   of  an  Award,   will  be  subject  to  any  other   transfer
                   restrictions,   rights  of  first  refusal,   and  rights  of
                   repurchase  set forth in or  incorporated  by reference  into
                   other applicable documents,  including the Company's articles
                   or  certificate  of  incorporation,   by-laws,  or  generally
                   applicable stockholders' agreements.

                   The Administrator may, in its sole discretion,  take whatever
                   additional  actions it deems  appropriate to comply with such
                   restrictions and applicable laws,  including  placing legends
                   on certificates and issuing  stop-transfer orders to transfer
                   agents and registrars.

TAX WITHHOLDING    The participant must satisfy all applicable  Federal,  state,
                   and local income and employment tax withholding  requirements
                   before the Company will deliver stock  certificates  upon the
                   exercise  of an Award.  The Company may decide to satisfy the
                   withholding  obligations  through  additional  withholding on
                   salary or wages.  If the Company does not or cannot  withhold
                   from  other  compensation,   the  participant  must  pay  the
                   Company,  with a cashier's check or certified check, the full
                   amounts  required  by  withholding.  Payment  of  withholding
                   obligations  is due before the  Company  issues  shares  with
                   respect to the Award.  If the  Committee so  determines,  the
                   participant may instead  satisfy the withholding  obligations
                   by  directing  the  Company to retain  shares  from the Award
                   exercise,   by  tendering  previously  owned  shares,  or  by
                   attesting to his  ownership of shares (with the  distribution
                   of net shares).

TRANSFERS,         Unless the  Administrator  otherwise  approves  in advance in
ASSIGNMENTS,       writing, an Award may not be assigned,  pledged, or otherwise
AND PLEDGES        transferred  in  any  way,  whether  by  operation  of law or
                   otherwise  or  through  any  legal or  equitable  proceedings
                   (including  bankruptcy),  by the  participant  to any person,
                   except by will or by operation of applicable  laws of descent
                   and distribution. If Rule 16b-3 then applies to an Award, the
                   participant may not transfer or pledge shares of Common Stock
                   acquired  under a Stock  Grant or upon  exercise of an Option
                   until  at  least  six  (6)  months  have  elapsed  from  (but
                   excluding)  the  Date  of  Grant,  unless  the  Administrator
                   approves otherwise in advance in writing.
                  
AMENDMENT OR       The Board may amend,  suspend,  or terminate  the Plan at any
TERMINATION        time,  without  the  consent  of the  participants  or  their
OF PLAN AND        beneficiaries;  provided,  however,  that no  amendment  will
OPTIONS            deprive any  participant  or  beneficiary  of any  previously
                   declared Award. Except as required by law or by the CORPORATE
                   CHANGES section, the Administrator may not, without the      
                   
                   
                                  Page 13 of 15
                   
                   
<PAGE>
                   


                   participant's or beneficiary's consent,  modify the terms and
                   conditions  of  an  Award  so  as  to  adversely  affect  the
                   participant. No amendment,  suspension, or termination of the
                   Plan  will,   without  the   participant's  or  beneficiary's
                   consent,   terminate  or   adversely   affect  any  right  or
                   obligations under any outstanding Awards.

PRIVILEGES OF      No participant  and no  beneficiary or other person  claiming
STOCK  OWNERSHIP   under or through such participant will have any right, title,
                   or interest in or to any shares of Common Stock  allocated or
                   reserved  under the Plan or subject to any Award except as to
                   such shares of Common Stock, if any, that have been issued to
                   such participant.                                            
                   
                   
EFFECT ON          Whether   exercising   or   receiving  an  Award  causes  the
OTHER PLANS        participant  to accrue or receive  additional  benefits under
                   any pension or other plan is governed  solely by the terms of
                   such other plan.                                             
                   
                   
                   
                   

                          
LIMITATIONS ON     Notwithstanding   any  other   provisions  of  the  Plan,  no
LIABILITY          individual  acting as a director,  employee,  or agent of the
                   Company   shall  be   liable  to  any   participant,   former
                   participant, spouse, beneficiary, or any other person for any
                   claim,  loss,  liability,  or expense  incurred in connection
                   with the Plan, nor shall such individual be personally liable
                   because of any  contract or other  instrument  he executes in
                   such other  capacity.  The Company  will  indemnify  and hold
                   harmless each director,  employee, or agent of the Company to
                   whom any  duty or power  relating  to the  administration  or
                   interpretation  of the Plan  has  been or will be  delegated,
                   against any cost or expense  (including  attorneys'  fees) or
                   liability  (including  any sum paid in  settlement of a claim
                   with the Board's approval) arising out of any act or omission
                   to act  concerning  this  Plan  unless  arising  out of  such
                   person's own fraud or bad faith.                             
  
NO EMPLOYMENT      Nothing  contained  in this Plan  constitutes  an  employment
CONTRACT           contract between the Company and the  participants.  The Plan
                   does not give any participant any right to be retained in the
                   Company's  employ,  nor  does  it  enlarge  or  diminish  the
                   Company's right to terminate the participant's employment.   
                   
APPLICABLE LAW     The laws of the State of  Delaware  (other than its choice of
                   law provisions) govern this Plan and its interpretation.     
                   
                   
DURATION           OF PLAN  Unless  the  Board  extends  the  Plan's  term,  the
                   Administrator  may not grant Awards after June 30, 2008.  The
                   Plan  will  then   terminate  but  will  continue  to  govern
                   unexercised and unexpired Awards.
                   
                                  Page 14 of 15
                   

