AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 2, 2003
                             REGISTRATION NO.: 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   INFe, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Florida                                   11-3144463
               -------                                   ----------
      (State of Incorporation                  (IRS Employer Identification No.)
         or Organization)

    7787 Leesburg Pike, Suite 200
           Falls Church, VA                                22043
           -----------------                               -----
(Address of Principal Executive Offices)                (Zip Code)


                                 2003 STOCK PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)
                            ------------------------

                                                           Copy To:
                                                           -------
            Thomas Richfield                       Clayton E. Parker, Esq.
      7787 Leesburg Pike, Suite 200              Kirkpatrick & Lockhart LLP
         Falls Church, VA 22043             201 South Biscayne Blvd., 20th Floor
        Telephone: 703-734-5650                      Miami, Florida 33131
        -----------------------                    Telephone: 305-539-3306
(Name and Address of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================
                                          PROPOSED             PROPOSED
                                           MAXIMUM             MAXIMUM
TITLE OF SECURITIES    AMOUNT TO BE     OFFERING PRICE        AGGREGATE          AMOUNT OF
 TO BE REGISTERED      REGISTERED(1)     PER SHARE(2)     OFFERING PRICE(2)   REGISTRATION FEE
-------------------    -------------    --------------    -----------------   ----------------
<S>                      <C>                <C>               <C>                 <C>
Common Stock,
$.0001 par value         8,000,000          $0.0355           $284,000            $26.13
----------------------------------------------------------------------------------------------
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate number of interests to
     be offered or sold  pursuant  to the  employee  benefit  plan(s)  described
     herein.

(2)  Pursuant to Rule  457(h)(1) of the  Securities  Exchange  Act of 1934,  the
     proposed  maximum  offering  price per share,  proposed  maximum  aggregate
     offering  price and amount of  registration  fee were computed based on the
     average  of the  high and low  prices  of the  shares  of  common  stock on
     May 27, 2003.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1.  PLAN INFORMATION

     The documents  containing the  information  specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule  428(b)(1) of the  Securities  Act of 1933, as amended (the
"Act").  Such  documents  need not be filed  with the  Securities  and  Exchange
Commission either as part of this  Registration  Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents,  which include the
statement  of  availability  required by Item 2 of Form S-8,  and the  documents
incorporated by reference in this Registration  Statement  pursuant to Item 3 of
Form S-8 (Part II hereof),  taken  together,  constitute a prospectus that meets
the requirements of Section 10(a) of the Act.


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     The registrant shall provide a written statement to individual  consultants
and advisers who provide  services to the  registrant  pursuant to consulting or
advisory agreements providing for the issuance of securities as compensation, in
whole or in part, advising them of the availability without charge, upon written
or oral request, of the documents incorporated by reference in Item 3 of PART II
of  this   registration   statement,   and  stating  that  these  documents  are
incorporated by reference in the Section 10(a) prospectus.

     Requests should be made to: Thomas Richfield,  President,  INFe, Inc., 7787
Leesburg Pike, Suite 200, Falls Church, VA 22043, telephone 703-734-5650.

                                      I-1
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     INFe, Inc. (the "Company")  will furnish  shareholders  with annual reports
containing  audited financial  statements and with quarterly reports  containing
unaudited financial statements for the first three quarters of each fiscal year.
Copies of these documents,  and any other  communications  sent to the Company's
shareholders  generally,  also will be furnished to all eligible consultants and
advisors.

     The following  documents have been previously filed by INFe, Inc.  ("INFe")
with the Securities and Exchange  Commission (the  "Commission")  and are hereby
incorporated  by  reference  into  this  Registration   Statement  as  of  their
respective dates.

     (a) the  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
November 30, 2002, filed with the Commission on March 31, 2003;

     (b) All other  reports  filed by the Company  pursuant to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") since the end
of the Company's fiscal year ended November 30, 2002; and

     (c)  The  description  of  the  Company's  common  stock  contained  in the
Company's registration statement on Form 10-SB/A.

     All documents  subsequently  filed by the Company with the Commission since
the date of the latest annual report pursuant to Sections  13(a),  13(c), 14 and
15(d) of the 1934 Act, prior to the filing of a  post-effective  amendment which
indicates  that all the Company's  common stock offered  hereby has been sold or
which  deregisters  such Company  common stock then remaining  unsold,  shall be
deemed to be  incorporated  herein by reference and to be a part hereof from the
date  of  filing  such  documents.   Any  statement   contained  in  a  document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  registration  statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this registration statement.


ITEM 4.  DESCRIPTION OF SECURITIES

     Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Title XXXVI, Chapter 607, Section 0850 of the Florida Statutes, as amended,
permits a Florida  corporation  in general to indemnify  any of its officers and
directors,  and any person  serving at its  request as an officer or director or
another  corporation  or  enterprise  if he acted in good  faith and in a manner
which  he  believed  to be in,  or not  opposed  to,  the best  interest  of the
corporation.  In the event,  however, that such person is adjudged liable to the
corporation,  he will not be entitled to  indemnification.  Furthermore,  unless
limited by its  articles  of  incorporation,  a  corporation  shall  indemnify a
director who entirely  prevails in the defense of any proceeding to which he was
a party because he is or was a director of the corporation.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

                                      II-1
<PAGE>

ITEM 8.  EXHIBITS

--------------------------------------------------------------------------------
EXHIBIT NO.   DESCRIPTION                                   LOCATION
-----------   ----------------------------------------      -----------------
--------------------------------------------------------------------------------

5.1           Opinion of Kirkpatrick & Lockhart LLP re:     Provided herewith
              legality

23.1          Consent of Bagell Josephs & Company, LLC,     Provided herewith
              Independent Public Accountants

23.2          Consent of Kirkpatrick & Lockhart LLP         Provided herewith
                                                            (contained in
                                                            Exhibit 5.1)

99.1          2003 Stock Plan                               Provided herewith



ITEM 9.  UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

               (i)    To include any prospectus  required by Section 10(a)(3) of
the Securities Act of 1933;

               (ii)   To reflect in the  prospectus  any facts or events arising
after the  effective  date of this  registration  statement  (or the most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represents a fundamental change in the information set forth in the registration
statement;

               (iii)  To include any  material  information  with respect to the
Agreement of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;

provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to
information  contained in periodic  reports filed by the registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this registration statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3)  To  remove  from   registration  by  means  of  a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

     (b)  The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                      II-2
<PAGE>

     (c)  Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities being  registered,  the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question of whether such  indemnification by it
is  against  policy  as  expressed  in the  Securities  Act of 1933  and will be
governed by the final adjudication of such issue.

                                      II-3
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Falls Church, Virginia, on the 30th day of May, 2003.

                                   INFe, Inc.



                                   By: /s/ Thomas M. Richfield
                                      ------------------------------------------
                                             Thomas M. Richfield
                                             President


     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints Thomas M. Richfield,  each of them such person's
true and lawful attorney-in-fact and agent, with full powers of substitution and
resubstitution,  for such person and in his or her name, place and stead, in any
and  all  capacities,  to  sign  any and  all  amendments  to this  registration
statement  (including any  post-effective  amendment  thereto),  and to file the
same, with all exhibits  thereto,  and other  documents in connection  therewith
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and  authority  to do and to perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully and
to all  intents and  purposes  as he or she might or would do in person,  hereby
ratifying and  conforming  all that said  attorney-in-fact  and agent,  or their
substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
NAME                                          TITLE                                       DATE
------------------------------------          -------------------------------------       -----------------
<S>                                           <C>                                         <C>



/s/ Thomas M. Richfield                       Chairman of the Board President,            May 30, 2003
------------------------------------          President and Chief Executive Officer
Thomas M. Richfield                           (Principal Executive and Principal
                                              Financial and Accounting Officer)




/s/ Gus Mechalas                              Director                                    May 30, 2003
------------------------------------
Gus Mechalas

</TABLE>

                                      II-4
<PAGE>

                                  EXHIBIT LIST

--------------------------------------------------------------------------------
EXHIBIT NUMBER    DESCRIPTION                           LOCATION
--------------    -----------------------------------   ----------------------
--------------------------------------------------------------------------------

5.1               Opinion of Kirkpatrick & Lockhart     Provided herewith
                  LLP re: legality

23.1              Consent of Bagell Josephs & Company,  Provided herewith
                  LLC, Independent Public Accountants

23.2              Consent of Kirkpatrick & Lockhart     Provided herewith
                  LLP                                   (contained in Exhibit
                                                        5.1)

99.1              2003 Stock Plan                       Provided herewith

                                 EXHIBIT LIST 1
<PAGE>

                                   EXHIBIT 5.1


May 30, 2003


INFe, Inc.
7787 Leesburg Pike, Suite 200
Falls Church, Virginia  22043


RE:  INFe, INC. (THE "CORPORATION")
     REGISTRATION STATEMENT ON FORM S-8 (THE "REGISTRATION STATEMENT")

Gentlemen:

We have  acted as special  counsel to the  Corporation  in  connection  with the
preparation of the Registration Statement filed with the Securities and Exchange
Commission  pursuant to the Securities Act of 1933, as amended (the "1933 ACT"),
relating  to the  proposed  public  offering  of up to  8,000,000  shares of the
Corporation's common stock, par value $0.0001 per share (the "COMMON STOCK").

We are  furnishing  this  opinion to you in  accordance  with Item  601(b)(5) of
Regulation S-K  promulgated  under the 1933 Act for filing as Exhibit 5.1 to the
Registration Statement.

We are  familiar  with the  Registration  Statement,  and we have  examined  the
Corporation's   Certificate   of   Incorporation,   as  amended  to  date,   the
Corporation's  Bylaws,  as amended to date,  and minutes and  resolutions of the
Corporation's  Board of Directors and  shareholders.  We have also examined such
other  documents,  certificates,  instruments  and corporate  records,  and such
statutes,  decisions  and  questions  of  law as we  have  deemed  necessary  or
appropriate for the purpose of this opinion.

Based upon the foregoing,  we are of the opinion that the shares of Common Stock
to be  sold  by  the  Selling  Stockholders  (as  defined  in  the  Registration
Statement)  to the public,  when issued and sold in the manner  described in the
Registration  Statement (as  amended),  will be validly  issued,  fully paid and
non-assessable.

We  hereby  consent  to  the  filing  of  this  opinion  as an  Exhibit  to  the
Registration Statement and to the use of our name in the Prospectus constituting
a part  thereof in  connection  with the  matters  referred to under the caption
"Legal Matters."

Very truly yours,

/s/ KIRKPATRICK & LOCKHART LLP

KIRKPATRICK & LOCKHART LLP

                                 EXHIBIT 5.1-1
<PAGE>

                                  EXHIBIT 23.1

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


TO:  INFe, Inc.

     As  independent  certified  public  accountants,  we hereby  consent to the
incorporation  by reference in this  Registration  Statement on Form S-8, of our
report dated  March 27, 2003  included in INFe,  Inc.'s Annual Report on Form
10-KSB for the fiscal year ended  November 30, 2002 and to all references to our
Firm included in this Registration Statement.

BAGELL, JOSEPHS & COMPANY
200 Haddonfield Berlin Road
Gibbsboro, New Jersey 08026
May 30, 2003

                                 EXHIBIT 23.1-1
<PAGE>


                                 EXHIBIT 99.1-1


                                   INFe, INC.

                                 2003 STOCK PLAN


================================================================================

                                   ARTICLE 1.

                        PURPOSE AND ADOPTION OF THE PLAN

      1.1.  PURPOSE.  The purpose of the INFe, Inc. 2003 Stock Plan (hereinafter
referred  to as the  "PLAN") is to assist in  attracting  and  retaining  highly
competent key employees, non-employee directors and consultants and to act as an
incentive in  motivating  selected key  employees,  non-employee  directors  and
consultants  of INFe,  Inc. and its  Subsidiaries  (as defined below) to achieve
long-term corporate objectives.

      1.2.  ADOPTION  AND  TERM.  The  Plan has been  approved  by the  Board of
Directors  (hereinafter  referred to as the "BOARD") of INFe, Inc.  (hereinafter
referred to as the  "COMPANY"),  to be  effective  as of the closing date of the
initial  public  offering of equity  securities  by the Company (the  "EFFECTIVE
DATE"),  subject to the approval of the  stockholders  of the Company.  The Plan
shall  remain in effect  until  terminated  by  action of the  Board;  PROVIDED,
HOWEVER,  that no  Incentive  Stock  Option  (as  defined  below) may be granted
hereunder  after the tenth  anniversary of the Effective Date and the provisions
of Articles  VII and VIII with respect to  performance-based  awards to "covered
employees"  under Section  162(m) of the Code (as defined below) shall expire as
of the fifth anniversary of the Effective Date.

                                   ARTICLE 2.

                                   DEFINITIONS

      For the purposes of this Plan,  capitalized terms shall have the following
meanings:

      2.1.  AWARD means any grant to a Participant  of one or a  combination  of
Non-Qualified  Stock Options or Incentive Stock Options described in Article VI,
Stock  Appreciation  Rights described in Article VI, Restricted Shares described
in Article VII and Performance Awards described in Article VIII.

      2.2. AWARD AGREEMENT means a written  agreement  between the Company and a
Participant or a written  notice from the Company to a Participant  specifically
setting forth the terms and conditions of an Award granted under the Plan.

      2.3. AWARD PERIOD means,  with respect to an Award, the period of time set
forth in the Award Agreement  during which specified  target  performance  goals
must be achieved or other  conditions  set forth in the Award  Agreement must be
satisfied.

      2.4.  BENEFICIARY means an individual,  trust or estate who or which, by a
written designation of the Participant filed with the Company or by operation of
law,  succeeds to the rights and obligations of the  Participant  under the Plan
and an Award Agreement upon the Participant's death.

      2.5. BOARD means the Board of Directors of the Company.

<PAGE>

      2.6.  CHANGE IN CONTROL  means,  and shall be deemed to have occurred upon
the occurrence of, any one of the following events:

            (a) The  acquisition in one or more  transactions 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 shares or other  securities  (as
defined in Section  3(a)(10) of the Exchange  Act)  representing  30% or more of
either (i) the Outstanding  Common Stock or (ii) the Company Voting  Securities;
provided,  however, that a Change in Control as defined in this clause (a) shall
not be deemed to occur in connection  with any  acquisition  by the Company,  an
employee benefit plan of the Company or any Person who immediately  prior to the
Effective  Date is a  holder  of  Outstanding  Common  Stock or  Company  Voting
Securities (a "CURRENT STOCKHOLDER") so long as such acquisition does not result
in any Person other than the Company, such employee benefit plan or such Current
Stockholder beneficially owning shares or securities representing 30% or more of
either the Outstanding Common Stock or Company Voting Securities; or

            (b) Any election has occurred of persons as directors of the Company
that causes two-thirds or more of the Board to consist of persons other than (i)
persons who were members of the Board on the Effective Date and (ii) persons who
were  nominated by the Board for election as members of the Board at a time when
at least  two-thirds  of the Board  consisted of persons who were members of the
Board on the Effective Date;  PROVIDED,  HOWEVER,  that any person nominated for
election by the Board when at least  two-thirds  of the members of the Board are
persons  described  in  subclause  (i) or (ii) and persons  who were  themselves
previously nominated in accordance with this clause (b) shall, for this purpose,
be deemed to have been  nominated  by a Board  composed of persons  described in
subclause (ii); or

            (c) Approval by the stockholders of the Company of a reorganization,
merger,  consolidation or similar transaction (a "REORGANIZATION  TRANSACTION"),
in each case, unless,  immediately  following such  Reorganization  Transaction,
more than 50% of,  respectively,  the  outstanding  shares  of common  stock (or
similar equity  security) of the  corporation or other entity  resulting from or
surviving such  Reorganization  Transaction and the combined voting power of the
securities of such corporation or other entity entitled to vote generally in the
election of directors,  is then beneficially owned,  directly or indirectly,  by
the  individuals and entities who were the respective  beneficial  owners of the
Outstanding Common Stock and the Company Voting Securities  immediately prior to
such  Reorganization  Transaction in substantially the same proportions as their
ownership  of  the  Outstanding  Common  Stock  and  Company  Voting  Securities
immediately prior to such Reorganization Transaction; or

            (d)  Approval by the  stockholders  of the Company of (i) a complete
liquidation or dissolution of the Company or (ii) the sale or other  disposition
of all or  substantially  all of the assets of the Company to a  corporation  or
other  entity,  unless,  with  respect  to such  corporation  or  other  entity,
immediately  following  such  sale  or  other  disposition  more  than  50%  of,
respectively,  the  outstanding  shares  of  common  stock  (or  similar  equity
security) of such  corporation or other entity and the combined  voting power of
the securities of such corporation or other entity entitled to vote generally in
the election of directors,  is then beneficially owned,  directly or indirectly,
by the individuals and entities who were the respective beneficial owners of the
Outstanding Common Stock and the Company Voting Securities  immediately prior to
such  sale or  disposition  in  substantially  the  same  proportions  as  their
ownership  of  the  Outstanding  Common  Stock  and  Company  Voting  Securities
immediately prior to such sale or disposition.

      2.7. CODE means the Internal Revenue Code of 1986, as amended.  References
to a section of the Code  include  that  section and any  comparable  section or
sections of any future  legislation that amends,  supplements or supersedes said
section.

      2.8. COMMITTEE means the committee  established in accordance with Section
3.1.

      2.9. COMPANY means INFe, Inc., a Florida corporation, and its successors.

      2.10. COMMON STOCK means Common Stock of the Company, par value $.0001 per
share.

                                       2

<PAGE>

      2.11.  COMPANY VOTING  SECURITIES  means the combined  voting power of all
outstanding securities of the Company entitled to vote generally in the election
of directors of the Company.

      2.12. DATE OF GRANT means the date designated by the Committee as the date
as of which it grants  an Award,  which  shall not be  earlier  than the date on
which the Committee approves the granting of such Award.

      2.13.  EFFECTIVE DATE shall have the meaning given to such term in Section
1.2.

      2.14. EXCHANGE ACT means the Securities Exchange Act of 1934, as amended.

      2.15.  EXERCISE PRICE means, with respect to a Stock  Appreciation  Right,
the amount  established  by the Committee in the related Award  Agreement as the
amount to be  subtracted  from the Fair Market  Value on the date of exercise in
order to determine the amount of the payment to be made to the  Participant,  as
further described in Section 6.2(b).

      2.16.  FAIR MARKET  VALUE means,  as of any  applicable  date:  (i) if the
Common Stock is listed on a national  securities  exchange or is authorized  for
quotation on The Nasdaq  National  Market  System  ("NMS"),  the closing  price,
regular way, of the Common Stock on such exchange or NMS, as the case may be, on
such date or if no sale of the Common Stock shall have occurred on such date, on
the next  preceding date on which there was such a reported sale; or (ii) if the
Common  Stock is not listed for  trading on a national  securities  exchange  or
authorized for quotation on NMS, the closing bid price as reported by The Nasdaq
SmallCap  Market on such date,  or if no such price shall have been reported for
such date, on the next preceding  date for which such price was so reported;  or
(iii) if the Common  Stock is not listed  for  trading on a national  securities
exchange or authorized  for quotation on NMS or The Nasdaq  SmallCap  Market (if
applicable),  the last  reported  bid price  published  in the "pink  sheets" or
displayed on the National  Association  of  Securities  Dealers,  Inc.  ("NASD")
Electronic  Bulletin  Board,  as the case may be; or (iv) if the Common Stock is
not listed for trading on a national securities exchange,  is not authorized for
quotation on NMS or The Nasdaq SmallCap Market and is not published in the "pink
sheets" or  displayed on the NASD  Electronic  Bulletin  Board,  the fair market
value of the Common Stock as determined in good faith by the Committee.

      2.17.  INCENTIVE  STOCK OPTION means a stock option  within the meaning of
Section 422 of the Code.

      2.18.  MERGER  means  any  merger,  reorganization,  consolidation,  share
exchange,  transfer  of  assets  or  other  transaction  having  similar  effect
involving the Company.

      2.19.  NON-EMPLOYEE  DIRECTOR  means a member  of the Board who (i) is not
currently  an  officer or  otherwise  employed  by the  Company or a parent or a
subsidiary  of the  Company,  (ii) does not  receive  compensation  directly  or
indirectly  from the  Company or a parent or a  subsidiary  of the  Company  for
services  rendered as a consultant or in any capacity  other than as a director,
except for an amount for which disclosure would not be required pursuant to Item
404(a) of  Regulation  S-K,  (iii)  does not  possess an  interest  in any other
transaction for which  disclosure  would be required  pursuant to Item 404(a) of
Regulation  S-K,  and (iv) is not engaged in a business  relationship  for which
disclosure would be required pursuant to Item 404(b) of Regulation S-K.

      2.20.  NON-EMPLOYEE  DIRECTOR  OPTION  means a stock  option  granted to a
Non-Employee Director in accordance with Section 6.1(a).

      2.21.  NON-QUALIFIED  STOCK  OPTION  means a stock  option which is not an
Incentive Stock Option.

      2.22.  OPTIONS means all  Non-Qualified  Stock Options and Incentive Stock
Options granted at any time under the Plan.

      2.23.  OUTSTANDING  COMMON  STOCK  means,  at any  time,  the  issued  and
outstanding shares of Common Stock.

                                       3

<PAGE>

      2.24.  PARTICIPANT means a person designated to receive an Award under the
Plan in accordance with Section 5.1.

      2.25.  PERFORMANCE  AWARDS means Awards granted in accordance with Article
VIII.

      2.26.  PLAN means the INFe, Inc. 2003 Stock Plan as described  herein,  as
the same may be amended from time to time.

      2.27. PURCHASE PRICE, with respect to Options,  shall have the meaning set
forth in Section 6.1(b).

      2.28. RESTRICTED SHARES means Common Stock subject to restrictions imposed
in connection with Awards granted under Article VII.

      2.29.  RETIREMENT means early or normal retirement under a pension plan or
arrangement of the Company or one of its  Subsidiaries  in which the Participant
participates.

      2.30.  STOCK  APPRECIATION  RIGHTS means Awards granted in accordance with
Article VI.

      2.31.  SUBSIDIARY  means a subsidiary of the Company within the meaning of
Section 424(f) of the Code.

      2.32.  TERMINATION  OF  EMPLOYMENT  means  the  voluntary  or  involuntary
termination of a  Participant's  employment with the Company or a Subsidiary for
any reason,  including  death,  disability,  retirement  or as the result of the
divestiture of the  Participant's  employer or any similar  transaction in which
the Participant's  employer ceases to be the Company or one of its Subsidiaries.
Whether  entering   military  or  other  government   service  shall  constitute
Termination of Employment, or whether a Termination of Employment shall occur as
a result of disability, shall be determined in each case by the Committee in its
sole  discretion.  In the case of a  consultant  who is not an  employee  of the
Company or a  Subsidiary,  Termination  of  Employment  shall mean  voluntary or
involuntary  termination of the consulting  relationship for any reason.  In the
case of a Non-Employee Director,  Termination of Employment shall mean voluntary
or involuntary termination,  non-election, removal or other act which results in
such Non-Employee Director no longer serving in such capacity. ARTICLE 3.

                                   ARTICLE 3.

                                 ADMINISTRATION

      3.1. COMMITTEE. The Plan shall be administered by a committee of the Board
(the  "COMMITTEE")  comprised of at least two persons.  The Committee shall have
exclusive and final  authority in each  determination,  interpretation  or other
action  affecting the Plan and its  Participants.  The Committee  shall have the
sole  discretionary  authority to interpret  the Plan,  to establish  and modify
administrative rules for the Plan, to impose such conditions and restrictions on
Awards as it determines  appropriate,  and to take such steps in connection with
the Plan and Awards granted hereunder as it may deem necessary or advisable. The
Committee may,  subject to compliance with applicable legal  requirements,  with
respect to  Participants  who are not subject to Section  16(b) of the  Exchange
Act,  delegate  such of its  powers  and  authority  under  the Plan as it deems
appropriate to designated officers or employees of the Company. In addition, the
Board may exercise any of the authority conferred upon the Committee  hereunder.
In the event of any such delegation of authority or exercise of authority by the
Board,  references in the Plan to the Committee  shall be deemed to refer to the
delegate of the Committee or the Board, as the case may be.

                                   ARTICLE 4.

                                     SHARES

      4.1.  NUMBER OF SHARES  ISSUABLE.  The  total  number of shares  initially
authorized  to be issued  under  the Plan  shall be  8s000,000  shares of Common

                                       4

<PAGE>

Stock.  The  number of shares  available  for  issuance  under the Plan shall be
subject to adjustment  in accordance  with Section 9.7. The shares to be offered
under the Plan shall be  authorized  and  unissued  shares of Common  Stock,  or
issued shares of Common Stock which will have been reacquired by the Company.

      4.2. SHARES SUBJECT TO TERMINATED  AWARDS.  Shares of Common Stock covered
by any unexercised  portions of terminated Options (including  canceled Options)
granted  under  Article  VI,  shares of Common  Stock  forfeited  as provided in
Section  7.2(a)  and  shares  of Common  Stock  subject  to any  Award  that are
otherwise  surrendered  by a Participant  may be subject to new Awards under the
Plan. Shares of Common Stock subject to Options, or portions thereof,  that have
been  surrendered in connection with the exercise of Stock  Appreciation  Rights
shall not be  available  for  subsequent  Awards  under the Plan,  but shares of
Common  Stock issued in payment of such Stock  Appreciation  Rights shall not be
charged  against the number of shares of Common Stock available for the grant of
Awards hereunder.

                                   ARTICLE 5.

                                  PARTICIPATION

      5.1.  ELIGIBLE  PARTICIPANTS.  Participants  in the Plan shall be such key
employees,  non-employee  directors  and  consultants  of the  Company  and  its
Subsidiaries, whether or not members of the Board, as the Committee, in its sole
discretion,  may designate from time to time. The  Committee's  designation of a
Participant in any year shall not require the Committee to designate such person
to receive Awards in any other year. The designation of a Participant to receive
an Award under one portion of the Plan does not require the Committee to include
such Participant  under other portions of the Plan. The Committee shall consider
such factors as it deems pertinent in selecting  Participants and in determining
the types and  amounts of their  respective  Awards.

                                   ARTICLE 6.

                   STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

      6.1.  OPTION AWARDS.

            (a) GRANT OF OPTIONS.  The Committee may grant, to such Participants
as the Committee may select,  Options  entitling  the  Participants  to purchase
shares of Common Stock from the Company in such numbers,  at such prices, and on
such terms and subject to such conditions,  not  inconsistent  with the terms of
the Plan,  as may be  established  by the  Committee.  The  terms of any  Option
granted  under the Plan shall be set forth in an Award  Agreement.  In addition,
the Committee shall grant to each director who is a Non-Employee Director on the
Effective Date Non-Qualified Stock Options entitling such Non-Employee  Director
to purchase 10,000 shares of Common Stock from the Company.  The Committee shall
grant  to  each  person  who  is  elected,  appointed  or  otherwise  becomes  a
Non-Employee  Director  after the  Effective  Date  Non-Qualified  Stock Options
entitling  such  Non-Employee  Director to purchase 5,000 shares of Common Stock
from the  Company.  As of the first day of the second  annual term and each year
thereafter  that  such  Non-Employee  Director  serves  in  the  capacity  as  a
Non-Employee  Director,  the Committee  shall grant such  Non-Employee  Director
Non-Qualified  Stock Options  entitling such  Non-Employee  Director to purchase
5,000 shares of Common Stock from the Company.  The Non-Qualified  Stock Options
granted to the initial Non-Employee Directors shall have an exercise price equal
to the price shares of the Common Stock are sold in the initial public  offering
of equity securities by the Company on the Effective Date.  Non-Qualified  Stock
Options  granted  after the Effective  Date shall have an exercise  price of not
less than 100% of the Fair Market Value on the Date of Grant. Except as provided
in Sections 6.3(c),  6.3(e) or 6.5,  Non-Employee  Director Options shall not be
exercisable  prior to the first  anniversary of the Date of Grant, at which time
they will be  immediately  exercisable,  in whole or in part,  and shall  remain
exercisable until the tenth anniversary of the Date of Grant.

                                       5

<PAGE>

            (b) PURCHASE  PRICE OF OPTIONS.  The Purchase Price of each share of
Common Stock which may be purchased  upon  exercise of any Option  granted under
the Plan shall be determined by the Committee.

            (c) DESIGNATION OF OPTIONS.  Except as otherwise  expressly provided
in the Plan, the Committee may designate, at the time of the grant of an Option,
such  Option as an  Incentive  Stock  Option or a  Non-Qualified  Stock  Option;
PROVIDED, HOWEVER, that an Option may be designated as an Incentive Stock Option
only if the applicable Participant is an employee of the Company or a Subsidiary
on the Date of Grant.

            (d) INCENTIVE STOCK OPTION SHARE  LIMITATION.  No Participant may be
granted  Incentive  Stock  Options  under  the Plan (or any  other  plans of the
Company and its  Subsidiaries)  that would result in Incentive  Stock Options to
purchase shares of Common Stock with an aggregate Fair Market Value (measured on
the Date of Grant) of more than  $100,000  first  becoming  exercisable  by such
Participant in any one calendar year.

            (e) RIGHTS AS A  STOCKHOLDER.  A  Participant  or a transferee of an
Option  pursuant  to  Section  9.4 shall  have no rights as a  stockholder  with
respect  to  the  shares  of  Common  Stock  covered  by an  Option  until  that
Participant  or  transferee  shall have  become the holder of record of any such
shares,  and no  adjustment  shall be made with  respect  to any such  shares of
Common Stock for dividends in cash or other property or  distributions  of other
rights on the  Common  Stock for which the  record  date is prior to the date on
which that  Participant or transferee  shall have become the holder of record of
any shares covered by such Option;  PROVIDED,  HOWEVER,  that  Participants  are
entitled to share adjustments to reflect capital changes under Section 9.7.

      6.2.  STOCK APPRECIATION RIGHTS.

            (a) STOCK  APPRECIATION RIGHT AWARDS. The Committee is authorized to
grant to any  Participant  one or more  Stock  Appreciation  Rights.  Such Stock
Appreciation  Rights  may be granted  either  independent  of or in tandem  with
Options granted to the same Participant.  Stock  Appreciation  Rights granted in
tandem  with  Options  may be granted  simultaneously  with,  or, in the case of
Non-Qualified Stock Options, subsequent to, the grant to such Participant of the
related Options;  PROVIDED,  HOWEVER, that: (i) any Option covering any share of
Common Stock shall expire and not be exercisable  upon the exercise of any Stock
Appreciation  Right with respect to the same share, (ii) any Stock  Appreciation
Right  covering any share of Common  Stock shall  expire and not be  exercisable
upon the  exercise  of any Option with  respect to the same share,  and (iii) an
Option and a Stock  Appreciation  Right  covering the same share of Common Stock
may not be exercised simultaneously. Upon exercise of a Stock Appreciation Right
with respect to a share of Common Stock,  the  Participant  shall be entitled to
receive an amount equal to the excess, if any, of (A) the Fair Market Value of a
share of Common  Stock on the date of exercise  over (B) the  Exercise  Price of
such Stock Appreciation  Right established in the Award Agreement,  which amount
shall be payable as provided in Section 6.2(c).

            (b) EXERCISE  PRICE.  The Exercise Price  established  for any Stock
Appreciation Right granted under this Plan shall be determined by the Committee,
but in the case of Stock  Appreciation  Rights  granted in tandem  with  Options
shall not be less than the Purchase Price of the related Options.  Upon exercise
of Stock Appreciation  Rights, the number of shares issuable upon exercise under
any related  Options shall  automatically  be reduced by the number of shares of
Common Stock  represented  by such Options which are  surrendered as a result of
the exercise of such Stock Appreciation Rights.

            (c) PAYMENT OF  INCREMENTAL  VALUE.  Any payment that may become due
from the Company by reason of a Participant's  exercise of a Stock  Appreciation
Right may be paid to the  Participant  as determined by the Committee (i) all in
cash,  (ii) all in Common Stock,  or (iii) in any combination of cash and Common
Stock. In the event that all or a portion of the payment is to be made in Common
Stock,  the number of shares of Common Stock to be delivered in  satisfaction of
such  payment  shall be  determined  by dividing  the amount of such  payment or
portion thereof by the Fair Market Value on the date of exercise.  No fractional
share of Common  Stock  shall be issued to make any  payment in respect of Stock
Appreciation  Rights;  if any fractional share would otherwise be issuable,  the
combination of cash and Common Stock payable to a Participant  shall be adjusted
as directed by the Committee to avoid the issuance of any fractional share.

                                       6

<PAGE>

      6.3.  TERMS OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.

            (a)  CONDITIONS  ON  EXERCISE.  An Award  Agreement  with respect to
Options  and/or Stock  Appreciation  Rights may contain  such  waiting  periods,
exercise  dates and  restrictions  on exercise  (including,  but not limited to,
periodic  installments)  as may be  determined  by the  Committee at the time of
grant.

            (b) DURATION OF OPTIONS AND STOCK APPRECIATION  RIGHTS.  Options and
Stock  Appreciation  Rights  shall  terminate  after  the  first to occur of the
following events:

                (i)  Expiration  of the  Option or Stock  Appreciation  Right as
provided in the related Award Agreement; or

                (ii)  Termination  of the Award as provided  in Section  6.3(e),
following the applicable Participant's Termination of Employment; or

                (iii) In the case of an Incentive  Stock Option,  ten years from
the Date of Grant; or

                (iv) Solely in the case of a Stock Appreciation Right granted in
tandem with an Option, upon the expiration of the related Option.

            (c)  ACCELERATION  OF  EXERCISE  TIME.  The  Committee,  in its sole
discretion,  shall  have the right  (but  shall  not in any case be  obligated),
exercisable  at any time after the Date of Grant,  to permit the exercise of any
Option  or Stock  Appreciation  Right  prior to the time  such  Option  or Stock
Appreciation  Right would otherwise  become  exercisable  under the terms of the
related Award Agreement.

            (d)  EXTENSION  OF EXERCISE  TIME.  In  addition  to the  extensions
permitted  under Section 6.3(e) in the event of  Termination of Employment,  the
Committee,  in its sole  discretion,  shall have the right (but shall not in any
case be obligated),  exercisable  on or at any time after the Date of Grant,  to
permit  the  exercise  of any  Option  or Stock  Appreciation  Right  after  its
expiration  date  described  in  Section  6.3(e),   subject,   however,  to  the
limitations described in Sections 6.3(b)(i), (iii) and (iv).

            (e)  EXERCISE   OF  OPTIONS  OR  STOCK   APPRECIATION   RIGHTS  UPON
TERMINATION OF EMPLOYMENT.

                (i) TERMINATION OF VESTED OPTIONS AND STOCK APPRECIATION  RIGHTS
UPON TERMINATION OF EMPLOYMENT.

                    (A)  TERMINATION.  In the event of Termination of Employment
of a Participant  other than by reason of death,  disability or Retirement,  the
right of the  Participant  to exercise  any Option or Stock  Appreciation  Right
shall  terminate  on the date of such  Termination  of  Employment,  unless  the
exercise period is extended by the Committee in accordance with Section 6.3(d).

                    (B)   DISABILITY   OR   RETIREMENT.   In  the   event  of  a
Participant's  Termination  of Employment by reason of disability or Retirement,
the right of the Participant to exercise any Option or Stock  Appreciation Right
which he or she was entitled to exercise  upon  Termination  of  Employment  (or
which became  exercisable at a later date pursuant to Section  6.3(e)(ii)) shall
terminate one year after the date of such Termination of Employment,  unless the
exercise  period is extended by the Committee in accordance with Section 6.3(d).
In no event,  however,  may any Option or Stock  Appreciation Right be exercised
later than the date of expiration of the Option  determined  pursuant to Section
6.3(b)(i), (iii) or (iv).

                    (C) DEATH. In the event of the death of a Participant  while
employed by the Company or a Subsidiary or within any additional  period of time
from the date of the  Participant's  Termination  of Employment and prior to the
expiration  of any Option or Stock  Appreciation  Right as provided  pursuant to
Section  6.3(e)(i)(B)  or  Section  6.3(d)  above,  to the  extent  the right to
exercise  the Option or Stock  Appreciation  Right was accrued as of the date of
such  Termination  of  Employment  and had not expired  during  such  additional
period,  the right of the  Participant's  Beneficiary  to exercise the Option or

                                       7

<PAGE>

Stock  Appreciation  Right  shall  terminate  one  year  after  the  date of the
Participant's  death  (but in no event  more  than one year from the date of the
Participant's  Termination of Employment by reason of disability or Retirement),
unless the  exercise  period is extended by the  Committee  in  accordance  with
Section 6.3(d). In no event, however, may any Option or Stock Appreciation Right
be exercised later than the date of expiration of the Option determined pursuant
to Section 6.3(b)(i), (iii) or (iv).

                (ii)  TERMINATION  OF  UNVESTED  OPTIONS  OR STOCK  APPRECIATION
RIGHTS UPON TERMINATION OF EMPLOYMENT.  Subject to Section 6.3(c), to the extent
the right to exercise an Option or a Stock  Appreciation  Right,  or any portion
thereof, has not accrued as of the date of Termination of Employment, such right
shall expire at the date of such Termination of Employment.  Notwithstanding the
foregoing,  the  Committee,  in its sole  discretion  and under such terms as it
deems appropriate,  may permit,  for a Participant who terminates  employment by
reason of Retirement and who will continue to render significant services to the
Company or one of its  Subsidiaries  after his or her Termination of Employment,
the continued vesting of his or her Options and Stock Appreciation Rights during
the period in which that individual continues to render such services.

      6.4. EXERCISE PROCEDURES. Each Option and Stock Appreciation Right granted
under the Plan shall be exercised by written notice to the Company which must be
received  by the officer or  employee  of the  Company  designated  in the Award
Agreement  at or before  the close of  business  on the  expiration  date of the
Award. The Purchase Price of shares purchased upon exercise of an Option granted
under the Plan shall be paid in full in cash by the Participant  pursuant to the
Award  Agreement;  PROVIDED,  HOWEVER,  that the Committee may (but shall not be
required to) permit  payment to be made by delivery to the Company of either (a)
shares of Common Stock (which may include  Restricted Shares or shares otherwise
issuable in connection with the exercise of the Option, subject to such rules as
the Committee deems appropriate) or (b) any combination of cash and Common Stock
or (c) such  other  consideration  as the  Committee  deems  appropriate  and in
compliance with applicable law (including  payment in accordance with a cashless
exercise  program  under which,  if so instructed  by a  Participant,  shares of
Common Stock may be issued directly to the  Participant's  broker or dealer upon
receipt of an irrevocable  written notice of exercise from the Participant).  In
the event that any shares of Common Stock shall be transferred to the Company to
satisfy all or any part of the Purchase  Price,  the part of the Purchase  Price
deemed to have been  satisfied by such  transfer of shares of Common Stock shall
be equal to the product  derived by multiplying  the Fair Market Value as of the
date of exercise  times the number of shares of Common Stock  transferred to the
Company.  The Participant may not transfer to the Company in satisfaction of the
Purchase  Price any fractional  share of Common Stock.  Any part of the Purchase
Price paid in cash upon the exercise of any Option shall be added to the general
funds of the Company and may be used for any proper  corporate  purpose.  Unless
the Committee shall otherwise determine,  any shares of Common Stock transferred
to the Company as payment of all or part of the Purchase Price upon the exercise
of any Option shall be held as treasury shares.

      6.5. CHANGE IN CONTROL.  Unless otherwise provided by the Committee in the
applicable Award Agreement, in the event of a Change in Control, all Options and
Stock  Appreciation  Rights  outstanding  on the date of such  Change in Control
shall become immediately and fully  exercisable.  The provisions of this Section
6.5 shall not be applicable to any Options or Stock Appreciation  Rights granted
to a  Participant  if any  Change in  Control  results  from such  Participant's
beneficial  ownership  (within the meaning of Rule 13d-3 under the Exchange Act)
of Common Stock or Company Voting Securities.

                                   ARTICLE 7.

                                RESTRICTED SHARES

      7.1.  RESTRICTED SHARE AWARDS.  The Committee may grant to any Participant
an Award of such number of shares of Common Stock on such terms,  conditions and
restrictions,  whether  based on  performance  standards,  periods  of  service,
retention by the  Participant of ownership of purchased or designated  shares of
Common Stock or other criteria,  as the Committee shall establish.  With respect
to  performance-based  Awards of  Restricted  Shares  intended  to  qualify  for
deductibility under Section 162(m) of the Code, performance targets will include
specified  levels of one or more of  operating  income,  return  or  investment,
return on stockholders' equity,  earnings before interest,  taxes,  depreciation
and  amortization  and/or earnings per share.  The terms of any Restricted Share
Award  granted  under this Plan shall be set forth in an Award  Agreement  which

                                       8

<PAGE>

shall contain  provisions  determined by the Committee and not inconsistent with
this Plan.

            (a) ISSUANCE OF RESTRICTED  SHARES. As soon as practicable after the
Date of Grant of a Restricted  Share Award by the  Committee,  the Company shall
cause to be  transferred  on the books of the  Company or its  agent,  shares of
Common Stock, registered on behalf of the Participant, evidencing the Restricted
Shares covered by the Award, subject to forfeiture to the Company as of the Date
of Grant if an Award Agreement with respect to the Restricted  Shares covered by
the Award is not duly  executed by the  Participant  and timely  returned to the
Company.  All shares of Common  Stock  covered by Awards  under this Article VII
shall be subject to the restrictions, terms and conditions contained in the Plan
and  the  applicable   Award   Agreements   entered  into  by  the   appropriate
Participants.  Until the lapse or release of all  restrictions  applicable to an
Award of Restricted Shares the share  certificates  representing such Restricted
Shares  may be  held  in  custody  by the  Company,  its  designee,  or,  if the
certificates bear a restrictive  legend,  by the Participant.  Upon the lapse or
release of all  restrictions  with  respect to an Award as  described in Section
7.1(d),  one  or  more  share  certificates,  registered  in  the  name  of  the
Participant,  for an appropriate number of shares as provided in Section 7.1(d),
free of any  restrictions  set forth in the Plan and the related Award Agreement
(however  subject  to any  restrictions  that may be  imposed  by law)  shall be
delivered to the Participant.

            (b)  STOCKHOLDER  RIGHTS.  Beginning  on  the  Date  of  Grant  of a
Restricted  Share Award and subject to execution of the related Award  Agreement
as provided in Section  7.1(a),  and except as otherwise  provided in such Award
Agreement,  the  Participant  shall  become a  stockholder  of the Company  with
respect to all shares  subject to the Award  Agreement and shall have all of the
rights of a stockholder,  including,  but not limited to, the right to vote such
shares and the right to receive dividends; PROVIDED, HOWEVER, that any shares of
Common  Stock  distributed  as a  dividend  or  otherwise  with  respect  to any
Restricted  Shares as to which the  restrictions  have not yet lapsed,  shall be
subject  to the  same  restrictions  as  such  Restricted  Shares  and  held  or
restricted as provided in Section 7.1(a).

            (c) RESTRICTION ON  TRANSFERABILITY.  None of the Restricted  Shares
may be  assigned or  transferred  (other than by will or the laws of descent and
distribution or to an INTER VIVOS trust with respect to which the Participant is
treated as the owner under  Sections  671  through 677 of the Code),  pledged or
sold prior to the lapse of the restrictions applicable thereto.

            (d)  DELIVERY OF SHARES UPON  VESTING.  Upon  expiration  or earlier
termination of the forfeiture  period without a forfeiture and the  satisfaction
of or release from any other conditions prescribed by the Committee,  or at such
earlier time as provided under the  provisions of Section 7.3, the  restrictions
applicable to the Restricted Shares shall lapse. As promptly as administratively
feasible  thereafter,  subject to the  requirements  of Section 9.5, the Company
shall deliver to the Participant or, in case of the Participant's  death, to the
Participant's  Beneficiary,  one or more share  certificates for the appropriate
number of shares of Common Stock, free of all such restrictions,  except for any
restrictions that may be imposed by law.

      7.2.  TERMS OF RESTRICTED SHARES.

            (a) FORFEITURE OF RESTRICTED SHARES.  Subject to Sections 7.2(b) and
7.3,  Restricted  Shares shall be forfeited  and returned to the Company and all
rights of the Participant with respect to such Restricted Shares shall terminate
unless the  Participant  continues in the service of the Company or a Subsidiary
as an employee until the expiration of the forfeiture period for such Restricted
Shares  and  satisfies  any and all  other  conditions  set  forth in the  Award
Agreement.  The Committee shall determine the forfeiture  period (which may, but
need not, lapse in installments)  and any other terms and conditions  applicable
with respect to any Restricted Share Award.

            (b) WAIVER OF FORFEITURE PERIOD.  Notwithstanding anything contained
in this Article VII to the contrary,  the Committee may, in its sole discretion,
waive the  forfeiture  period  and any other  conditions  set forth in any Award
Agreement under appropriate  circumstances  (including the death,  disability or
Retirement of the  Participant  or a material  change in  circumstances  arising
after the date of an Award) and subject to such terms and conditions  (including
forfeiture of a proportionate  number of the Restricted Shares) as the Committee
shall deem appropriate.

                                       9

<PAGE>

      7.3. CHANGE IN CONTROL.  Unless otherwise provided by the Committee in the
applicable  Award  Agreement,   in  the  event  of  a  Change  in  Control,  all
restrictions  applicable to the Restricted Share Award shall terminate fully and
the  Participant  shall  immediately  have the  right to the  delivery  of share
certificates for such shares in accordance with Section 7.1(d).

                                   ARTICLE 8.

                               PERFORMANCE AWARDS

      8.1.  PERFORMANCE AWARDS.

            (a) AWARD PERIODS AND CALCULATIONS OF POTENTIAL  INCENTIVE  AMOUNTS.
The Committee may grant Performance Awards to Participants.  A Performance Award
shall  consist of the right to receive a payment  (measured  by the Fair  Market
Value of a specified  number of shares of Common  Stock,  increases in such Fair
Market Value during the Award Period and/or a fixed cash amount) contingent upon
the extent to which  certain  predetermined  performance  targets  have been met
during an Award Period.  Performance  Awards may be made in conjunction with, or
in addition to, Restricted Share Awards made under Article VII. The Award Period
shall be two or more fiscal or calendar  years as determined  by the  Committee.
The Committee,  in its discretion and under such terms as it deems  appropriate,
may permit  newly  eligible  employees,  such as those who are promoted or newly
hired, to receive Performance Awards after an Award Period has commenced.

            (b) PERFORMANCE  TARGETS.  The performance  targets may include such
goals related to the  performance  of the Company  and/or the  performance  of a
Participant  as may be established  by the Committee in its  discretion.  In the
case of Performance  Awards intended to qualify for deductibility  under Section
162(m) of the Code, the targets will include  specified levels of one or more of
operating income, return on investment, return on stockholders' equity, earnings
before interest, taxes, depreciation and amortization and/or earnings per share.
The  performance  targets  established  by the  Committee may vary for different
Award  Periods  and  need  not be the same  for  each  Participant  receiving  a
Performance Award in an Award Period. Except to the extent inconsistent with the
performance-based  compensation  exception  under Section 162(m) of the Code, in
the case of  Performance  Awards  granted to  employees  to whom such section is
applicable,  the  Committee,  in its  discretion,  but only under  extraordinary
circumstances as determined by the Committee, may change any prior determination
of  performance  targets  for any Award  Period  at any time  prior to the final
determination  of the  value of a  related  Performance  Award  when  events  or
transactions  occur to cause such  performance  targets  to be an  inappropriate
measure of achievement.

            (c) EARNING  PERFORMANCE  AWARDS.  The  Committee,  on or as soon as
practicable after the Date of Grant,  shall prescribe a formula to determine the
percentage  of the  applicable  Performance  Award to be earned  based  upon the
degree of attainment of performance targets.

            (d)  PAYMENT  OF  EARNED  PERFORMANCE  AWARDS.  Payments  of  earned
Performance  Awards  shall  be made  in cash or  shares  of  Common  Stock  or a
combination  of cash and  shares  of  Common  Stock,  in the  discretion  of the
Committee.  The Committee,  in its sole  discretion,  may provide such terms and
conditions  with respect to the payment of earned  Performance  Awards as it may
deem desirable.

      8.2. TERMS OF PERFORMANCE AWARDS.

            (a) TERMINATION OF EMPLOYMENT. Unless otherwise provided below or in
Section 8.3, in the case of a Participant's  Termination of Employment  prior to
the end of an Award Period, the Participant will not have earned any Performance
Awards for that Award Period.

            (b)  RETIREMENT.  If a  Participant's  Termination  of Employment is
because of Retirement prior to the end of an Award Period,  the Participant will
not be paid  any  Performance  Award,  unless  the  Committee,  in its  sole and
exclusive  discretion,  determines that an Award should be paid. In such a case,
the  Participant  shall be entitled to receive a pro-rata  portion of his or her
Award as determined under subsection (d) of this Section 8.2.

                                       10

<PAGE>

            (c)  DEATH  OR  DISABILITY.   If  a  Participant's   Termination  of
Employment  is due to  death or to  disability  (as  determined  in the sole and
exclusive  discretion of the Committee) prior to the end of an Award Period, the
Participant or the Participant's  personal  representative  shall be entitled to
receive a pro-rata share of his or her Award as determined  under subsection (d)
of this Section 8.2.

            (d)  PRO-RATA  PAYMENT.  The  amount of any  payment to be made to a
Participant  whose  employment is terminated by Retirement,  death or disability
(under  the  circumstances  described  in  subsections  (b) and (c)) will be the
amount  determined by multiplying (i) the amount of the  Performance  Award that
would have been earned  through the end of the Award Period had such  employment
not been terminated by (ii) a fraction,  the numerator of which is the number of
whole months such  Participant  was employed  during the Award  Period,  and the
denominator of which is the total number of months of the Award Period. Any such
payment made to a Participant whose employment is terminated prior to the end of
an Award Period shall be made at the end of such Award Period,  unless otherwise
determined  by the  Committee  in  its  sole  discretion.  Any  partial  payment
previously  made  or  credited  to a  deferred  account  for  the  benefit  of a
Participant  in accordance  with Section  8.1(d) of the Plan shall be subtracted
from the amount  otherwise  determined  as payable as provided  in this  Section
8.2(d).

            (e) OTHER EVENTS.  Notwithstanding  anything to the contrary in this
Article VIII, the Committee may, in its sole and exclusive discretion, determine
to pay all or any  portion  of a  Performance  Award  to a  Participant  who has
terminated  employment  prior  to  the  end of an  Award  Period  under  certain
circumstances  (including the death, disability or Retirement of the Participant
or a material change in circumstances arising after the Date of Grant),  subject
to such terms and conditions as the Committee shall deem appropriate.

      8.3. CHANGE IN CONTROL.  Unless otherwise provided by the Committee in the
applicable Award Agreement, in the event of a Change in Control, all Performance
Awards for all Award  Periods  shall  immediately  become  fully  payable to all
Participants  and shall be paid to  Participants  within  thirty (30) days after
such Change in Control.

                                   ARTICLE 9.

              TERMS APPLICABLE TO ALL AWARDS GRANTED UNDER THE PLAN

      9.1.  PLAN  PROVISIONS  CONTROL  AWARD TERMS.  The terms of the Plan shall
govern all Awards  granted  under the Plan,  and in no event shall the Committee
have the power to grant any Award under the Plan the terms of which are contrary
to any of the  provisions  of the Plan.  In the event any provision of any Award
granted under the Plan shall  conflict with any term in the Plan as  constituted
on the Date of Grant of such Award,  the term in the Plan as  constituted on the
Date of Grant of such Award shall control. Except as provided in Section 9.3 and
Section  9.7, the terms of any Award  granted  under the Plan may not be changed
after the Date of Grant of such Award so as to materially  decrease the value of
the Award without the express written approval of the holder.

      9.2.  AWARD  AGREEMENT.  No person  shall have any rights  under any Award
granted under the Plan unless and until the Company and the  Participant to whom
such Award shall have been granted  shall have  executed and  delivered an Award
Agreement or the Participant shall have received and acknowledged  notice of the
Award  authorized by the Committee  expressly  granting the Award to such person
and  containing   provisions   setting  forth  the  terms  of  the  Award.  9.3.
MODIFICATION  OF  AWARD  AFTER  GRANT.  No  Award  granted  under  the Plan to a
Participant  may be  modified  (unless  such  modification  does not  materially
decrease  the value of that  Award)  after its Date of Grant  except by  express
written agreement  between the Company and such  Participant,  provided that any
such  change  (a) may not be  inconsistent  with the terms of the Plan,  and (b)
shall be approved by the Committee.

      9.4.  LIMITATION ON TRANSFER.  Except as provided in Section 7.1(c) in the
case of Restricted  Shares,  a Participant's  rights and interest under the Plan
may not be assigned or transferred other than by will or the laws of descent and
distribution  and,  during the lifetime of a Participant,  only the  Participant
personally (or the Participant's  personal  representative)  may exercise rights
under the Plan. The  Participant's  Beneficiary  may exercise the  Participant's

                                       11

<PAGE>

rights to the extent they are exercisable  under the Plan following the death of
the  Participant.   Notwithstanding  the  foregoing,  the  Committee  may  grant
Non-Qualified   Stock  Options  that  are   transferable,   without  payment  of
consideration,  to immediate  family members of the  Participant or to trusts or
partnerships  for  such  family  members,  and  the  Committee  may  also  amend
outstanding Non-Qualified Stock Options to provide for such transferability.

      9.5.  TAXES.  The Company  shall be entitled,  if the  Committee  deems it
necessary or desirable,  to withhold (or secure payment from the  Participant in
lieu of withholding)  the amount of any withholding or other tax required by law
to be withheld or paid by the Company with respect to any amount  payable and/or
shares  issuable  under such  Participant's  Award or with respect to any income
recognized upon a disqualifying  disposition of shares received  pursuant to the
exercise of an Incentive Stock Option, and the Company may defer payment of cash
or issuance of shares upon exercise or vesting of an Award unless indemnified to
its  satisfaction  against any  liability  for any such tax.  The amount of such
withholding  or tax payment  shall be  determined  by the Committee and shall be
payable  by the  Participant  at  such  time  as  the  Committee  determines  in
accordance with the following rules:

            (a) The Participant shall have the right to elect to meet his or her
withholding   requirement  (i)  by  having  withheld  from  such  Award  at  the
appropriate  time that number of shares of Common Stock,  rounded up to the next
whole  share,  the  Fair  Market  Value of  which  is  equal  to the  amount  of
withholding  taxes due,  (ii) by direct  payment  to the  Company in cash of the
amount of any taxes  required to be withheld with respect to such Award or (iii)
by a combination of withholding such shares and paying cash.

            (b) The Committee shall have the discretion as to any Award to cause
the  Company  to  pay to tax  authorities  for  the  benefit  of the  applicable
Participant,  or to reimburse such  Participant  for, the individual taxes which
are due on the  grant,  exercise  or  vesting  of any  Award or the lapse of any
restriction on any Award (whether by reason of such  Participant's  filing of an
election  under  Section  83(b) of the Code or  otherwise),  including,  but not
limited to,  Federal  income tax,  state income tax, local income tax and excise
tax  under  Section  4999 of the Code,  as well as for any such  taxes as may be
imposed upon such tax payment or reimbursement.

            (c) In the case of Participants who are subject to Section 16 of the
Exchange Act, the Committee may impose such  limitations and  restrictions as it
deems  necessary or  appropriate  with respect to the delivery or withholding of
shares of Common Stock to meet tax withholding obligations.

      9.6.  SURRENDER  OF  AWARDS.  Any  Award  granted  under  the  Plan may be
surrendered to the Company for  cancellation  on such terms as the Committee and
the Participant approve.

      9.7. ADJUSTMENTS TO REFLECT CAPITAL CHANGES.

            (a)  RECAPITALIZATION.  The  number  and kind of shares  subject  to
outstanding  Awards,  the Purchase Price or Exercise Price for such shares,  the
number and kind of shares  available for Awards  subsequently  granted under the
Plan and the maximum  number of shares in respect of which Awards can be made to
any Participant in any calendar year shall be appropriately  adjusted to reflect
any stock  dividend,  stock split,  combination  or exchange of shares,  merger,
consolidation  or other  change in  capitalization  with a  similar  substantive
effect upon the Plan or the Awards granted under the Plan.  The Committee  shall
have the power and sole  discretion to determine the amount of the adjustment to
be made in each case.

            (b) MERGER.  After any Merger in which the Company is the  surviving
corporation, each Participant shall, at no additional cost, be entitled upon any
exercise of an Option or receipt of any other  Award to receive  (subject to any
required  action  by  stockholders),  in lieu of the  number of shares of Common
Stock receivable or exercisable pursuant to such Award prior to such Merger, the
number and class of shares or other securities to which such  Participant  would
have been  entitled  pursuant  to the terms of the Merger if, at the time of the
Merger,  such Participant had been the holder of record of a number of shares of
Common  Stock  equal to the  number  of shares of  Common  Stock  receivable  or
exercisable  pursuant  to such Award.  Comparable  rights  shall  accrue to each
Participant in the event of successive Mergers of the character described above.
In the event of a Merger in which the Company is not the surviving  corporation,
the surviving,  continuing, successor or purchasing corporation, as the case may
be (the "ACQUIRING  CORPORATION"),  will either assume the Company's  rights and

                                       12

<PAGE>

obligations  under  outstanding Award Agreements or substitute awards in respect
of the Acquiring Corporation's stock for outstanding Awards, PROVIDED,  HOWEVER,
that if the  Acquiring  Corporation  does  not  assume  or  substitute  for such
outstanding  Awards,  the  Board  shall  provide  prior to the  Merger  that any
unexercisable  and/or  unvested  portion  of the  outstanding  Awards  shall  be
immediately  exercisable  and  vested  as of a date  prior  to  such  merger  or
consolidation,  as the Board so determines.  The exercise  and/or vesting of any
Award that was  permissible  solely by reason of this  Section  9.7(b)  shall be
conditioned upon the  consummation of the Merger.  Any Options which are neither
assumed by the Acquiring  Corporation not exercised as of the date of the Merger
shall terminate effective as of the effective date of the Merger.

            (c) OPTIONS TO PURCHASE SHARES OR STOCK OF ACQUIRED COMPANIES. After
any  merger  in  which  the  Company  or  a  Subsidiary  shall  be  a  surviving
corporation, the Committee may grant substituted options under the provisions of
the Plan,  pursuant to Section 424 of the Code,  replacing  old options  granted
under a plan of another party to the merger whose shares of stock subject to the
old  options  may no  longer be  issued  following  the  merger.  The  manner of
application  of the  foregoing  provisions  to such options and any  appropriate
adjustments  shall be determined by the  Committee in its sole  discretion.  Any
such adjustments may provide for the elimination of any fractional  shares which
might otherwise become subject to any Options.

      9.8. NO RIGHT TO  EMPLOYMENT.  No employee or other  person shall have any
claim of right to be granted an Award  under the Plan.  Neither the Plan nor any
action taken hereunder shall be construed as giving any employee any right to be
retained in the employ of the Company or any of its Subsidiaries.

      9.9. AWARDS NOT INCLUDABLE FOR BENEFIT  PURPOSES.  Payments  received by a
Participant  pursuant to the provisions of the Plan shall not be included in the
determination  of benefits under any pension,  group  insurance or other benefit
plan applicable to the Participant  which is maintained by the Company or any of
its  Subsidiaries,  except as may be  provided  under the terms of such plans or
determined by the Board.

      9.10. GOVERNING LAW. All determinations made and actions taken pursuant to
the Plan shall be governed by the laws of the State of Florida and  construed in
accordance therewith.

      9.11.  NO STRICT  CONSTRUCTION.  No rule of strict  construction  shall be
implied  against  the  Company,  the  Committee  or  any  other  person  in  the
interpretation of any of the terms of the Plan, any Award granted under the Plan
or any rule or procedure established by the Committee.

      9.12. CAPTIONS. The captions (i.e., all Section headings) used in the Plan
are for convenience only, do not constitute a part of the Plan, and shall not be
deemed to limit,  characterize  or affect in any way any provisions of the Plan,
and all  provisions  of the Plan shall be  construed  as if no captions had been
used in the Plan.

      9.13.  SEVERABILITY.  Whenever  possible,  each  provision in the Plan and
every  Award at any time  granted  under the Plan shall be  interpreted  in such
manner as to be effective and valid under  applicable  law, but if any provision
of the Plan or any Award at any time granted  under the Plan shall be held to be
prohibited by or invalid under  applicable law, then (a) such provision shall be
deemed  amended to  accomplish  the  objectives  of the  provision as originally
written to the fullest extent  permitted by law and (b) all other  provisions of
the Plan,  such Award and every other Award at any time  granted  under the Plan
shall remain in full force and effect.

      9.14. AMENDMENT AND TERMINATION.

            (a) AMENDMENT.  The Board shall have complete power and authority to
amend  the  Plan at any  time  without  the  authorization  or  approval  of the
Company's  stockholders,  unless the  amendment  (i)  materially  increases  the
benefits accruing to Participants under the Plan, (ii) materially  increases the
aggregate  number  of  securities  that may be  issued  under  the Plan or (iii)
materially  modifies the requirements as to eligibility for participation in the
Plan,  but in  each  case  only  to the  extent  then  required  by the  Code or
applicable law, or deemed necessary or advisable by the Board. No termination or
amendment of the Plan may,  without the consent of the  Participant  to whom any
Award shall theretofore have been granted under the Plan,  materially  adversely
affect the right of such individual under such Award.

                                       13

<PAGE>

            (b)  TERMINATION.  The Board  shall  have the right and the power to
terminate  the Plan at any time.  No Award shall be granted under the Plan after
the  termination of the Plan, but the termination of the Plan shall not have any
other effect and any Award  outstanding  at the time of the  termination  of the
Plan may be  exercised  after  termination  of the Plan at any time prior to the
expiration  date of such Award to the same  extent  such  Award  would have been
exercisable had the Plan not been terminated.
[{"type": "S-8", "sequence": "1", "filename": "stock-incentive.txt", "secsgml_size_bytes": 79168}]
{"company-data": {"conformed-name": "INFE COM INC", "cik": "0000922913", "assigned-sic": "7389", "irs-number": "113144463", "state-of-incorporation": "FL", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105776", "film-number": "03728246"}, "business-address": {"street1": "7787 LEESBURG PIKE", "street2": "SUITE 200", "city": "FALLS CHURCH", "state": "VA", "zip": "22043", "phone": "7037345650"}, "mail-address": {"street1": "7787 LEESBURG PIKE", "street2": "SUITE 200", "city": "FALLS CHURCH", "state": "VA", "zip": "22043"}, "former-company": {"former-conformed-name": "INFOCALL COMMUNICATIONS CORP", "date-changed": "19991221"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 2, 2003
                             REGISTRATION NO.: 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   INFe, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Florida                                   11-3144463
               -------                                   ----------
      (State of Incorporation                  (IRS Employer Identification No.)
         or Organization)

    7787 Leesburg Pike, Suite 200
           Falls Church, VA                                22043
           -----------------                               -----
(Address of Principal Executive Offices)                (Zip Code)

                                 2003 STOCK PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)
                            ------------------------

                                                           Copy To:
                                                           -------
            Thomas Richfield                       Clayton E. Parker, Esq.
      7787 Leesburg Pike, Suite 200              Kirkpatrick & Lockhart LLP
         Falls Church, VA 22043             201 South Biscayne Blvd., 20th Floor
        Telephone: 703-734-5650                      Miami, Florida 33131
        -----------------------                    Telephone: 305-539-3306
(Name and Address of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
==============================================================================================
                                          PROPOSED             PROPOSED
                                           MAXIMUM             MAXIMUM
TITLE OF SECURITIES    AMOUNT TO BE     OFFERING PRICE        AGGREGATE          AMOUNT OF
 TO BE REGISTERED      REGISTERED(1)     PER SHARE(2)     OFFERING PRICE(2)   REGISTRATION FEE
-------------------    -------------    --------------    -----------------   ----------------
Common Stock,
$.0001 par value         8,000,000          $0.0355           $284,000            $26.13
----------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate number of interests to
     be offered or sold  pursuant  to the  employee  benefit  plan(s)  described
     herein.

(2)  Pursuant to Rule  457(h)(1) of the  Securities  Exchange  Act of 1934,  the
     proposed  maximum  offering  price per share,  proposed  maximum  aggregate
     offering  price and amount of  registration  fee were computed based on the
     average  of the  high and low  prices  of the  shares  of  common  stock on
     May 27, 2003.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION

     The documents  containing the  information  specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule  428(b)(1) of the  Securities  Act of 1933, as amended (the
"Act").  Such  documents  need not be filed  with the  Securities  and  Exchange
Commission either as part of this  Registration  Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents,  which include the
statement  of  availability  required by Item 2 of Form S-8,  and the  documents
incorporated by reference in this Registration  Statement  pursuant to Item 3 of
Form S-8 (Part II hereof),  taken  together,  constitute a prospectus that meets
the requirements of Section 10(a) of the Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     The registrant shall provide a written statement to individual  consultants
and advisers who provide  services to the  registrant  pursuant to consulting or
advisory agreements providing for the issuance of securities as compensation, in
whole or in part, advising them of the availability without charge, upon written
or oral request, of the documents incorporated by reference in Item 3 of PART II
of  this   registration   statement,   and  stating  that  these  documents  are
incorporated by reference in the Section 10(a) prospectus.

     Requests should be made to: Thomas Richfield,  President,  INFe, Inc., 7787
Leesburg Pike, Suite 200, Falls Church, VA 22043, telephone 703-734-5650.

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     INFe, Inc. (the "Company")  will furnish  shareholders  with annual reports
containing  audited financial  statements and with quarterly reports  containing
unaudited financial statements for the first three quarters of each fiscal year.
Copies of these documents,  and any other  communications  sent to the Company's
shareholders  generally,  also will be furnished to all eligible consultants and
advisors.

     The following  documents have been previously filed by INFe, Inc.  ("INFe")
with the Securities and Exchange  Commission (the  "Commission")  and are hereby
incorporated  by  reference  into  this  Registration   Statement  as  of  their
respective dates.

     (a) the  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
November 30, 2002, filed with the Commission on March 31, 2003;

     (b) All other  reports  filed by the Company  pursuant to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") since the end
of the Company's fiscal year ended November 30, 2002; and

     (c)  The  description  of  the  Company's  common  stock  contained  in the
Company's registration statement on Form 10-SB/A.

     All documents  subsequently  filed by the Company with the Commission since
the date of the latest annual report pursuant to Sections  13(a),  13(c), 14 and
15(d) of the 1934 Act, prior to the filing of a  post-effective  amendment which
indicates  that all the Company's  common stock offered  hereby has been sold or
which  deregisters  such Company  common stock then remaining  unsold,  shall be
deemed to be  incorporated  herein by reference and to be a part hereof from the
date  of  filing  such  documents.   Any  statement   contained  in  a  document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  registration  statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Title XXXVI, Chapter 607, Section 0850 of the Florida Statutes, as amended,
permits a Florida  corporation  in general to indemnify  any of its officers and
directors,  and any person  serving at its  request as an officer or director or
another  corporation  or  enterprise  if he acted in good  faith and in a manner
which  he  believed  to be in,  or not  opposed  to,  the best  interest  of the
corporation.  In the event,  however, that such person is adjudged liable to the
corporation,  he will not be entitled to  indemnification.  Furthermore,  unless
limited by its  articles  of  incorporation,  a  corporation  shall  indemnify a
director who entirely  prevails in the defense of any proceeding to which he was
a party because he is or was a director of the corporation.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

                                      II-1
ITEM 8.  EXHIBITS

--------------------------------------------------------------------------------
EXHIBIT NO.   DESCRIPTION                                   LOCATION
-----------   ----------------------------------------      -----------------
--------------------------------------------------------------------------------

5.1           Opinion of Kirkpatrick & Lockhart LLP re:     Provided herewith
              legality

23.1          Consent of Bagell Josephs & Company, LLC,     Provided herewith
              Independent Public Accountants

23.2          Consent of Kirkpatrick & Lockhart LLP         Provided herewith
                                                            (contained in
                                                            Exhibit 5.1)

99.1          2003 Stock Plan                               Provided herewith

ITEM 9.  UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

               (i)    To include any prospectus  required by Section 10(a)(3) of
the Securities Act of 1933;

               (ii)   To reflect in the  prospectus  any facts or events arising
after the  effective  date of this  registration  statement  (or the most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represents a fundamental change in the information set forth in the registration
statement;

               (iii)  To include any  material  information  with respect to the
Agreement of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;

provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to
information  contained in periodic  reports filed by the registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this registration statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3)  To  remove  from   registration  by  means  of  a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

     (b)  The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                      II-2
(c)  Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities being  registered,  the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question of whether such  indemnification by it
is  against  policy  as  expressed  in the  Securities  Act of 1933  and will be
governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Falls Church, Virginia, on the 30th day of May, 2003.

                                   INFe, Inc.

                                   By: /s/ Thomas M. Richfield
                                      ------------------------------------------
                                             Thomas M. Richfield
                                             President

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints Thomas M. Richfield,  each of them such person's
true and lawful attorney-in-fact and agent, with full powers of substitution and
resubstitution,  for such person and in his or her name, place and stead, in any
and  all  capacities,  to  sign  any and  all  amendments  to this  registration
statement  (including any  post-effective  amendment  thereto),  and to file the
same, with all exhibits  thereto,  and other  documents in connection  therewith
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and  authority  to do and to perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully and
to all  intents and  purposes  as he or she might or would do in person,  hereby
ratifying and  conforming  all that said  attorney-in-fact  and agent,  or their
substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:
NAME                                          TITLE                                       DATE
------------------------------------          -------------------------------------       -----------------
/s/ Thomas M. Richfield                       Chairman of the Board President,            May 30, 2003
------------------------------------          President and Chief Executive Officer
Thomas M. Richfield                           (Principal Executive and Principal
                                              Financial and Accounting Officer)

/s/ Gus Mechalas                              Director                                    May 30, 2003
------------------------------------
Gus Mechalas
II-4
EXHIBIT LIST

--------------------------------------------------------------------------------
EXHIBIT NUMBER    DESCRIPTION                           LOCATION
--------------    -----------------------------------   ----------------------
--------------------------------------------------------------------------------

5.1               Opinion of Kirkpatrick & Lockhart     Provided herewith
                  LLP re: legality

23.1              Consent of Bagell Josephs & Company,  Provided herewith
                  LLC, Independent Public Accountants

23.2              Consent of Kirkpatrick & Lockhart     Provided herewith
                  LLP                                   (contained in Exhibit
                                                        5.1)

99.1              2003 Stock Plan                       Provided herewith

                                 EXHIBIT LIST 1
EXHIBIT 5.1

May 30, 2003

INFe, Inc.
7787 Leesburg Pike, Suite 200
Falls Church, Virginia  22043

RE:  INFe, INC. (THE "CORPORATION")
     REGISTRATION STATEMENT ON FORM S-8 (THE "REGISTRATION STATEMENT")

Gentlemen:

We have  acted as special  counsel to the  Corporation  in  connection  with the
preparation of the Registration Statement filed with the Securities and Exchange
Commission  pursuant to the Securities Act of 1933, as amended (the "1933 ACT"),
relating  to the  proposed  public  offering  of up to  8,000,000  shares of the
Corporation's common stock, par value $0.0001 per share (the "COMMON STOCK").

We are  furnishing  this  opinion to you in  accordance  with Item  601(b)(5) of
Regulation S-K  promulgated  under the 1933 Act for filing as Exhibit 5.1 to the
Registration Statement.

We are  familiar  with the  Registration  Statement,  and we have  examined  the
Corporation's   Certificate   of   Incorporation,   as  amended  to  date,   the
Corporation's  Bylaws,  as amended to date,  and minutes and  resolutions of the
Corporation's  Board of Directors and  shareholders.  We have also examined such
other  documents,  certificates,  instruments  and corporate  records,  and such
statutes,  decisions  and  questions  of  law as we  have  deemed  necessary  or
appropriate for the purpose of this opinion.

Based upon the foregoing,  we are of the opinion that the shares of Common Stock
to be  sold  by  the  Selling  Stockholders  (as  defined  in  the  Registration
Statement)  to the public,  when issued and sold in the manner  described in the
Registration  Statement (as  amended),  will be validly  issued,  fully paid and
non-assessable.

We  hereby  consent  to  the  filing  of  this  opinion  as an  Exhibit  to  the
Registration Statement and to the use of our name in the Prospectus constituting
a part  thereof in  connection  with the  matters  referred to under the caption
"Legal Matters."

Very truly yours,

/s/ KIRKPATRICK & LOCKHART LLP

KIRKPATRICK & LOCKHART LLP

                                 EXHIBIT 5.1-1
EXHIBIT 23.1

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

TO:  INFe, Inc.

     As  independent  certified  public  accountants,  we hereby  consent to the
incorporation  by reference in this  Registration  Statement on Form S-8, of our
report dated  March 27, 2003  included in INFe,  Inc.'s Annual Report on Form
10-KSB for the fiscal year ended  November 30, 2002 and to all references to our
Firm included in this Registration Statement.

BAGELL, JOSEPHS & COMPANY
200 Haddonfield Berlin Road
Gibbsboro, New Jersey 08026
May 30, 2003

                                 EXHIBIT 23.1-1
EXHIBIT 99.1-1

                                   INFe, INC.

                                 2003 STOCK PLAN

================================================================================

                                   ARTICLE 1.

                        PURPOSE AND ADOPTION OF THE PLAN

      1.1.  PURPOSE.  The purpose of the INFe, Inc. 2003 Stock Plan (hereinafter
referred  to as the  "PLAN") is to assist in  attracting  and  retaining  highly
competent key employees, non-employee directors and consultants and to act as an
incentive in  motivating  selected key  employees,  non-employee  directors  and
consultants  of INFe,  Inc. and its  Subsidiaries  (as defined below) to achieve
long-term corporate objectives.

      1.2.  ADOPTION  AND  TERM.  The  Plan has been  approved  by the  Board of
Directors  (hereinafter  referred to as the "BOARD") of INFe, Inc.  (hereinafter
referred to as the  "COMPANY"),  to be  effective  as of the closing date of the
initial  public  offering of equity  securities  by the Company (the  "EFFECTIVE
DATE"),  subject to the approval of the  stockholders  of the Company.  The Plan
shall  remain in effect  until  terminated  by  action of the  Board;  PROVIDED,
HOWEVER,  that no  Incentive  Stock  Option  (as  defined  below) may be granted
hereunder  after the tenth  anniversary of the Effective Date and the provisions
of Articles  VII and VIII with respect to  performance-based  awards to "covered
employees"  under Section  162(m) of the Code (as defined below) shall expire as
of the fifth anniversary of the Effective Date.

                                   ARTICLE 2.

                                   DEFINITIONS

      For the purposes of this Plan,  capitalized terms shall have the following
meanings:

      2.1.  AWARD means any grant to a Participant  of one or a  combination  of
Non-Qualified  Stock Options or Incentive Stock Options described in Article VI,
Stock  Appreciation  Rights described in Article VI, Restricted Shares described
in Article VII and Performance Awards described in Article VIII.

      2.2. AWARD AGREEMENT means a written  agreement  between the Company and a
Participant or a written  notice from the Company to a Participant  specifically
setting forth the terms and conditions of an Award granted under the Plan.

      2.3. AWARD PERIOD means,  with respect to an Award, the period of time set
forth in the Award Agreement  during which specified  target  performance  goals
must be achieved or other  conditions  set forth in the Award  Agreement must be
satisfied.

      2.4.  BENEFICIARY means an individual,  trust or estate who or which, by a
written designation of the Participant filed with the Company or by operation of
law,  succeeds to the rights and obligations of the  Participant  under the Plan
and an Award Agreement upon the Participant's death.

      2.5. BOARD means the Board of Directors of the Company.
2.6.  CHANGE IN CONTROL  means,  and shall be deemed to have occurred upon
the occurrence of, any one of the following events:

            (a) The  acquisition in one or more  transactions 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 shares or other  securities  (as
defined in Section  3(a)(10) of the Exchange  Act)  representing  30% or more of
either (i) the Outstanding  Common Stock or (ii) the Company Voting  Securities;
provided,  however, that a Change in Control as defined in this clause (a) shall
not be deemed to occur in connection  with any  acquisition  by the Company,  an
employee benefit plan of the Company or any Person who immediately  prior to the
Effective  Date is a  holder  of  Outstanding  Common  Stock or  Company  Voting
Securities (a "CURRENT STOCKHOLDER") so long as such acquisition does not result
in any Person other than the Company, such employee benefit plan or such Current
Stockholder beneficially owning shares or securities representing 30% or more of
either the Outstanding Common Stock or Company Voting Securities; or

            (b) Any election has occurred of persons as directors of the Company
that causes two-thirds or more of the Board to consist of persons other than (i)
persons who were members of the Board on the Effective Date and (ii) persons who
were  nominated by the Board for election as members of the Board at a time when
at least  two-thirds  of the Board  consisted of persons who were members of the
Board on the Effective Date;  PROVIDED,  HOWEVER,  that any person nominated for
election by the Board when at least  two-thirds  of the members of the Board are
persons  described  in  subclause  (i) or (ii) and persons  who were  themselves
previously nominated in accordance with this clause (b) shall, for this purpose,
be deemed to have been  nominated  by a Board  composed of persons  described in
subclause (ii); or

            (c) Approval by the stockholders of the Company of a reorganization,
merger,  consolidation or similar transaction (a "REORGANIZATION  TRANSACTION"),
in each case, unless,  immediately  following such  Reorganization  Transaction,
more than 50% of,  respectively,  the  outstanding  shares  of common  stock (or
similar equity  security) of the  corporation or other entity  resulting from or
surviving such  Reorganization  Transaction and the combined voting power of the
securities of such corporation or other entity entitled to vote generally in the
election of directors,  is then beneficially owned,  directly or indirectly,  by
the  individuals and entities who were the respective  beneficial  owners of the
Outstanding Common Stock and the Company Voting Securities  immediately prior to
such  Reorganization  Transaction in substantially the same proportions as their
ownership  of  the  Outstanding  Common  Stock  and  Company  Voting  Securities
immediately prior to such Reorganization Transaction; or

            (d)  Approval by the  stockholders  of the Company of (i) a complete
liquidation or dissolution of the Company or (ii) the sale or other  disposition
of all or  substantially  all of the assets of the Company to a  corporation  or
other  entity,  unless,  with  respect  to such  corporation  or  other  entity,
immediately  following  such  sale  or  other  disposition  more  than  50%  of,
respectively,  the  outstanding  shares  of  common  stock  (or  similar  equity
security) of such  corporation or other entity and the combined  voting power of
the securities of such corporation or other entity entitled to vote generally in
the election of directors,  is then beneficially owned,  directly or indirectly,
by the individuals and entities who were the respective beneficial owners of the
Outstanding Common Stock and the Company Voting Securities  immediately prior to
such  sale or  disposition  in  substantially  the  same  proportions  as  their
ownership  of  the  Outstanding  Common  Stock  and  Company  Voting  Securities
immediately prior to such sale or disposition.

      2.7. CODE means the Internal Revenue Code of 1986, as amended.  References
to a section of the Code  include  that  section and any  comparable  section or
sections of any future  legislation that amends,  supplements or supersedes said
section.

      2.8. COMMITTEE means the committee  established in accordance with Section
3.1.

      2.9. COMPANY means INFe, Inc., a Florida corporation, and its successors.

      2.10. COMMON STOCK means Common Stock of the Company, par value $.0001 per
share.

                                       2
2.11.  COMPANY VOTING  SECURITIES  means the combined  voting power of all
outstanding securities of the Company entitled to vote generally in the election
of directors of the Company.

      2.12. DATE OF GRANT means the date designated by the Committee as the date
as of which it grants  an Award,  which  shall not be  earlier  than the date on
which the Committee approves the granting of such Award.

      2.13.  EFFECTIVE DATE shall have the meaning given to such term in Section
1.2.

      2.14. EXCHANGE ACT means the Securities Exchange Act of 1934, as amended.

      2.15.  EXERCISE PRICE means, with respect to a Stock  Appreciation  Right,
the amount  established  by the Committee in the related Award  Agreement as the
amount to be  subtracted  from the Fair Market  Value on the date of exercise in
order to determine the amount of the payment to be made to the  Participant,  as
further described in Section 6.2(b).

      2.16.  FAIR MARKET  VALUE means,  as of any  applicable  date:  (i) if the
Common Stock is listed on a national  securities  exchange or is authorized  for
quotation on The Nasdaq  National  Market  System  ("NMS"),  the closing  price,
regular way, of the Common Stock on such exchange or NMS, as the case may be, on
such date or if no sale of the Common Stock shall have occurred on such date, on
the next  preceding date on which there was such a reported sale; or (ii) if the
Common  Stock is not listed for  trading on a national  securities  exchange  or
authorized for quotation on NMS, the closing bid price as reported by The Nasdaq
SmallCap  Market on such date,  or if no such price shall have been reported for
such date, on the next preceding  date for which such price was so reported;  or
(iii) if the Common  Stock is not listed  for  trading on a national  securities
exchange or authorized  for quotation on NMS or The Nasdaq  SmallCap  Market (if
applicable),  the last  reported  bid price  published  in the "pink  sheets" or
displayed on the National  Association  of  Securities  Dealers,  Inc.  ("NASD")
Electronic  Bulletin  Board,  as the case may be; or (iv) if the Common Stock is
not listed for trading on a national securities exchange,  is not authorized for
quotation on NMS or The Nasdaq SmallCap Market and is not published in the "pink
sheets" or  displayed on the NASD  Electronic  Bulletin  Board,  the fair market
value of the Common Stock as determined in good faith by the Committee.

      2.17.  INCENTIVE  STOCK OPTION means a stock option  within the meaning of
Section 422 of the Code.

      2.18.  MERGER  means  any  merger,  reorganization,  consolidation,  share
exchange,  transfer  of  assets  or  other  transaction  having  similar  effect
involving the Company.

      2.19.  NON-EMPLOYEE  DIRECTOR  means a member  of the Board who (i) is not
currently  an  officer or  otherwise  employed  by the  Company or a parent or a
subsidiary  of the  Company,  (ii) does not  receive  compensation  directly  or
indirectly  from the  Company or a parent or a  subsidiary  of the  Company  for
services  rendered as a consultant or in any capacity  other than as a director,
except for an amount for which disclosure would not be required pursuant to Item
404(a) of  Regulation  S-K,  (iii)  does not  possess an  interest  in any other
transaction for which  disclosure  would be required  pursuant to Item 404(a) of
Regulation  S-K,  and (iv) is not engaged in a business  relationship  for which
disclosure would be required pursuant to Item 404(b) of Regulation S-K.

      2.20.  NON-EMPLOYEE  DIRECTOR  OPTION  means a stock  option  granted to a
Non-Employee Director in accordance with Section 6.1(a).

      2.21.  NON-QUALIFIED  STOCK  OPTION  means a stock  option which is not an
Incentive Stock Option.

      2.22.  OPTIONS means all  Non-Qualified  Stock Options and Incentive Stock
Options granted at any time under the Plan.

      2.23.  OUTSTANDING  COMMON  STOCK  means,  at any  time,  the  issued  and
outstanding shares of Common Stock.

                                       3
2.24.  PARTICIPANT means a person designated to receive an Award under the
Plan in accordance with Section 5.1.

      2.25.  PERFORMANCE  AWARDS means Awards granted in accordance with Article
VIII.

      2.26.  PLAN means the INFe, Inc. 2003 Stock Plan as described  herein,  as
the same may be amended from time to time.

      2.27. PURCHASE PRICE, with respect to Options,  shall have the meaning set
forth in Section 6.1(b).

      2.28. RESTRICTED SHARES means Common Stock subject to restrictions imposed
in connection with Awards granted under Article VII.

      2.29.  RETIREMENT means early or normal retirement under a pension plan or
arrangement of the Company or one of its  Subsidiaries  in which the Participant
participates.

      2.30.  STOCK  APPRECIATION  RIGHTS means Awards granted in accordance with
Article VI.

      2.31.  SUBSIDIARY  means a subsidiary of the Company within the meaning of
Section 424(f) of the Code.

      2.32.  TERMINATION  OF  EMPLOYMENT  means  the  voluntary  or  involuntary
termination of a  Participant's  employment with the Company or a Subsidiary for
any reason,  including  death,  disability,  retirement  or as the result of the
divestiture of the  Participant's  employer or any similar  transaction in which
the Participant's  employer ceases to be the Company or one of its Subsidiaries.
Whether  entering   military  or  other  government   service  shall  constitute
Termination of Employment, or whether a Termination of Employment shall occur as
a result of disability, shall be determined in each case by the Committee in its
sole  discretion.  In the case of a  consultant  who is not an  employee  of the
Company or a  Subsidiary,  Termination  of  Employment  shall mean  voluntary or
involuntary  termination of the consulting  relationship for any reason.  In the
case of a Non-Employee Director,  Termination of Employment shall mean voluntary
or involuntary termination,  non-election, removal or other act which results in
such Non-Employee Director no longer serving in such capacity. ARTICLE 3.

                                   ARTICLE 3.

                                 ADMINISTRATION

      3.1. COMMITTEE. The Plan shall be administered by a committee of the Board
(the  "COMMITTEE")  comprised of at least two persons.  The Committee shall have
exclusive and final  authority in each  determination,  interpretation  or other
action  affecting the Plan and its  Participants.  The Committee  shall have the
sole  discretionary  authority to interpret  the Plan,  to establish  and modify
administrative rules for the Plan, to impose such conditions and restrictions on
Awards as it determines  appropriate,  and to take such steps in connection with
the Plan and Awards granted hereunder as it may deem necessary or advisable. The
Committee may,  subject to compliance with applicable legal  requirements,  with
respect to  Participants  who are not subject to Section  16(b) of the  Exchange
Act,  delegate  such of its  powers  and  authority  under  the Plan as it deems
appropriate to designated officers or employees of the Company. In addition, the
Board may exercise any of the authority conferred upon the Committee  hereunder.
In the event of any such delegation of authority or exercise of authority by the
Board,  references in the Plan to the Committee  shall be deemed to refer to the
delegate of the Committee or the Board, as the case may be.

                                   ARTICLE 4.

                                     SHARES

      4.1.  NUMBER OF SHARES  ISSUABLE.  The  total  number of shares  initially
authorized  to be issued  under  the Plan  shall be  8s000,000  shares of Common

                                       4
Stock.  The  number of shares  available  for  issuance  under the Plan shall be
subject to adjustment  in accordance  with Section 9.7. The shares to be offered
under the Plan shall be  authorized  and  unissued  shares of Common  Stock,  or
issued shares of Common Stock which will have been reacquired by the Company.

      4.2. SHARES SUBJECT TO TERMINATED  AWARDS.  Shares of Common Stock covered
by any unexercised  portions of terminated Options (including  canceled Options)
granted  under  Article  VI,  shares of Common  Stock  forfeited  as provided in
Section  7.2(a)  and  shares  of Common  Stock  subject  to any  Award  that are
otherwise  surrendered  by a Participant  may be subject to new Awards under the
Plan. Shares of Common Stock subject to Options, or portions thereof,  that have
been  surrendered in connection with the exercise of Stock  Appreciation  Rights
shall not be  available  for  subsequent  Awards  under the Plan,  but shares of
Common  Stock issued in payment of such Stock  Appreciation  Rights shall not be
charged  against the number of shares of Common Stock available for the grant of
Awards hereunder.

                                   ARTICLE 5.

                                  PARTICIPATION

      5.1.  ELIGIBLE  PARTICIPANTS.  Participants  in the Plan shall be such key
employees,  non-employee  directors  and  consultants  of the  Company  and  its
Subsidiaries, whether or not members of the Board, as the Committee, in its sole
discretion,  may designate from time to time. The  Committee's  designation of a
Participant in any year shall not require the Committee to designate such person
to receive Awards in any other year. The designation of a Participant to receive
an Award under one portion of the Plan does not require the Committee to include
such Participant  under other portions of the Plan. The Committee shall consider
such factors as it deems pertinent in selecting  Participants and in determining
the types and  amounts of their  respective  Awards.

                                   ARTICLE 6.

                   STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

      6.1.  OPTION AWARDS.

            (a) GRANT OF OPTIONS.  The Committee may grant, to such Participants
as the Committee may select,  Options  entitling  the  Participants  to purchase
shares of Common Stock from the Company in such numbers,  at such prices, and on
such terms and subject to such conditions,  not  inconsistent  with the terms of
the Plan,  as may be  established  by the  Committee.  The  terms of any  Option
granted  under the Plan shall be set forth in an Award  Agreement.  In addition,
the Committee shall grant to each director who is a Non-Employee Director on the
Effective Date Non-Qualified Stock Options entitling such Non-Employee  Director
to purchase 10,000 shares of Common Stock from the Company.  The Committee shall
grant  to  each  person  who  is  elected,  appointed  or  otherwise  becomes  a
Non-Employee  Director  after the  Effective  Date  Non-Qualified  Stock Options
entitling  such  Non-Employee  Director to purchase 5,000 shares of Common Stock
from the  Company.  As of the first day of the second  annual term and each year
thereafter  that  such  Non-Employee  Director  serves  in  the  capacity  as  a
Non-Employee  Director,  the Committee  shall grant such  Non-Employee  Director
Non-Qualified  Stock Options  entitling such  Non-Employee  Director to purchase
5,000 shares of Common Stock from the Company.  The Non-Qualified  Stock Options
granted to the initial Non-Employee Directors shall have an exercise price equal
to the price shares of the Common Stock are sold in the initial public  offering
of equity securities by the Company on the Effective Date.  Non-Qualified  Stock
Options  granted  after the Effective  Date shall have an exercise  price of not
less than 100% of the Fair Market Value on the Date of Grant. Except as provided
in Sections 6.3(c),  6.3(e) or 6.5,  Non-Employee  Director Options shall not be
exercisable  prior to the first  anniversary of the Date of Grant, at which time
they will be  immediately  exercisable,  in whole or in part,  and shall  remain
exercisable until the tenth anniversary of the Date of Grant.

                                       5
(b) PURCHASE  PRICE OF OPTIONS.  The Purchase Price of each share of
Common Stock which may be purchased  upon  exercise of any Option  granted under
the Plan shall be determined by the Committee.

            (c) DESIGNATION OF OPTIONS.  Except as otherwise  expressly provided
in the Plan, the Committee may designate, at the time of the grant of an Option,
such  Option as an  Incentive  Stock  Option or a  Non-Qualified  Stock  Option;
PROVIDED, HOWEVER, that an Option may be designated as an Incentive Stock Option
only if the applicable Participant is an employee of the Company or a Subsidiary
on the Date of Grant.

            (d) INCENTIVE STOCK OPTION SHARE  LIMITATION.  No Participant may be
granted  Incentive  Stock  Options  under  the Plan (or any  other  plans of the
Company and its  Subsidiaries)  that would result in Incentive  Stock Options to
purchase shares of Common Stock with an aggregate Fair Market Value (measured on
the Date of Grant) of more than  $100,000  first  becoming  exercisable  by such
Participant in any one calendar year.

            (e) RIGHTS AS A  STOCKHOLDER.  A  Participant  or a transferee of an
Option  pursuant  to  Section  9.4 shall  have no rights as a  stockholder  with
respect  to  the  shares  of  Common  Stock  covered  by an  Option  until  that
Participant  or  transferee  shall have  become the holder of record of any such
shares,  and no  adjustment  shall be made with  respect  to any such  shares of
Common Stock for dividends in cash or other property or  distributions  of other
rights on the  Common  Stock for which the  record  date is prior to the date on
which that  Participant or transferee  shall have become the holder of record of
any shares covered by such Option;  PROVIDED,  HOWEVER,  that  Participants  are
entitled to share adjustments to reflect capital changes under Section 9.7.

      6.2.  STOCK APPRECIATION RIGHTS.

            (a) STOCK  APPRECIATION RIGHT AWARDS. The Committee is authorized to
grant to any  Participant  one or more  Stock  Appreciation  Rights.  Such Stock
Appreciation  Rights  may be granted  either  independent  of or in tandem  with
Options granted to the same Participant.  Stock  Appreciation  Rights granted in
tandem  with  Options  may be granted  simultaneously  with,  or, in the case of
Non-Qualified Stock Options, subsequent to, the grant to such Participant of the
related Options;  PROVIDED,  HOWEVER, that: (i) any Option covering any share of
Common Stock shall expire and not be exercisable  upon the exercise of any Stock
Appreciation  Right with respect to the same share, (ii) any Stock  Appreciation
Right  covering any share of Common  Stock shall  expire and not be  exercisable
upon the  exercise  of any Option with  respect to the same share,  and (iii) an
Option and a Stock  Appreciation  Right  covering the same share of Common Stock
may not be exercised simultaneously. Upon exercise of a Stock Appreciation Right
with respect to a share of Common Stock,  the  Participant  shall be entitled to
receive an amount equal to the excess, if any, of (A) the Fair Market Value of a
share of Common  Stock on the date of exercise  over (B) the  Exercise  Price of
such Stock Appreciation  Right established in the Award Agreement,  which amount
shall be payable as provided in Section 6.2(c).

            (b) EXERCISE  PRICE.  The Exercise Price  established  for any Stock
Appreciation Right granted under this Plan shall be determined by the Committee,
but in the case of Stock  Appreciation  Rights  granted in tandem  with  Options
shall not be less than the Purchase Price of the related Options.  Upon exercise
of Stock Appreciation  Rights, the number of shares issuable upon exercise under
any related  Options shall  automatically  be reduced by the number of shares of
Common Stock  represented  by such Options which are  surrendered as a result of
the exercise of such Stock Appreciation Rights.

            (c) PAYMENT OF  INCREMENTAL  VALUE.  Any payment that may become due
from the Company by reason of a Participant's  exercise of a Stock  Appreciation
Right may be paid to the  Participant  as determined by the Committee (i) all in
cash,  (ii) all in Common Stock,  or (iii) in any combination of cash and Common
Stock. In the event that all or a portion of the payment is to be made in Common
Stock,  the number of shares of Common Stock to be delivered in  satisfaction of
such  payment  shall be  determined  by dividing  the amount of such  payment or
portion thereof by the Fair Market Value on the date of exercise.  No fractional
share of Common  Stock  shall be issued to make any  payment in respect of Stock
Appreciation  Rights;  if any fractional share would otherwise be issuable,  the
combination of cash and Common Stock payable to a Participant  shall be adjusted
as directed by the Committee to avoid the issuance of any fractional share.

                                       6
6.3.  TERMS OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.

            (a)  CONDITIONS  ON  EXERCISE.  An Award  Agreement  with respect to
Options  and/or Stock  Appreciation  Rights may contain  such  waiting  periods,
exercise  dates and  restrictions  on exercise  (including,  but not limited to,
periodic  installments)  as may be  determined  by the  Committee at the time of
grant.

            (b) DURATION OF OPTIONS AND STOCK APPRECIATION  RIGHTS.  Options and
Stock  Appreciation  Rights  shall  terminate  after  the  first to occur of the
following events:

                (i)  Expiration  of the  Option or Stock  Appreciation  Right as
provided in the related Award Agreement; or

                (ii)  Termination  of the Award as provided  in Section  6.3(e),
following the applicable Participant's Termination of Employment; or

                (iii) In the case of an Incentive  Stock Option,  ten years from
the Date of Grant; or

                (iv) Solely in the case of a Stock Appreciation Right granted in
tandem with an Option, upon the expiration of the related Option.

            (c)  ACCELERATION  OF  EXERCISE  TIME.  The  Committee,  in its sole
discretion,  shall  have the right  (but  shall  not in any case be  obligated),
exercisable  at any time after the Date of Grant,  to permit the exercise of any
Option  or Stock  Appreciation  Right  prior to the time  such  Option  or Stock
Appreciation  Right would otherwise  become  exercisable  under the terms of the
related Award Agreement.

            (d)  EXTENSION  OF EXERCISE  TIME.  In  addition  to the  extensions
permitted  under Section 6.3(e) in the event of  Termination of Employment,  the
Committee,  in its sole  discretion,  shall have the right (but shall not in any
case be obligated),  exercisable  on or at any time after the Date of Grant,  to
permit  the  exercise  of any  Option  or Stock  Appreciation  Right  after  its
expiration  date  described  in  Section  6.3(e),   subject,   however,  to  the
limitations described in Sections 6.3(b)(i), (iii) and (iv).

            (e)  EXERCISE   OF  OPTIONS  OR  STOCK   APPRECIATION   RIGHTS  UPON
TERMINATION OF EMPLOYMENT.

                (i) TERMINATION OF VESTED OPTIONS AND STOCK APPRECIATION  RIGHTS
UPON TERMINATION OF EMPLOYMENT.

                    (A)  TERMINATION.  In the event of Termination of Employment
of a Participant  other than by reason of death,  disability or Retirement,  the
right of the  Participant  to exercise  any Option or Stock  Appreciation  Right
shall  terminate  on the date of such  Termination  of  Employment,  unless  the
exercise period is extended by the Committee in accordance with Section 6.3(d).

                    (B)   DISABILITY   OR   RETIREMENT.   In  the   event  of  a
Participant's  Termination  of Employment by reason of disability or Retirement,
the right of the Participant to exercise any Option or Stock  Appreciation Right
which he or she was entitled to exercise  upon  Termination  of  Employment  (or
which became  exercisable at a later date pursuant to Section  6.3(e)(ii)) shall
terminate one year after the date of such Termination of Employment,  unless the
exercise  period is extended by the Committee in accordance with Section 6.3(d).
In no event,  however,  may any Option or Stock  Appreciation Right be exercised
later than the date of expiration of the Option  determined  pursuant to Section
6.3(b)(i), (iii) or (iv).

                    (C) DEATH. In the event of the death of a Participant  while
employed by the Company or a Subsidiary or within any additional  period of time
from the date of the  Participant's  Termination  of Employment and prior to the
expiration  of any Option or Stock  Appreciation  Right as provided  pursuant to
Section  6.3(e)(i)(B)  or  Section  6.3(d)  above,  to the  extent  the right to
exercise  the Option or Stock  Appreciation  Right was accrued as of the date of
such  Termination  of  Employment  and had not expired  during  such  additional
period,  the right of the  Participant's  Beneficiary  to exercise the Option or

                                       7
Stock  Appreciation  Right  shall  terminate  one  year  after  the  date of the
Participant's  death  (but in no event  more  than one year from the date of the
Participant's  Termination of Employment by reason of disability or Retirement),
unless the  exercise  period is extended by the  Committee  in  accordance  with
Section 6.3(d). In no event, however, may any Option or Stock Appreciation Right
be exercised later than the date of expiration of the Option determined pursuant
to Section 6.3(b)(i), (iii) or (iv).

                (ii)  TERMINATION  OF  UNVESTED  OPTIONS  OR STOCK  APPRECIATION
RIGHTS UPON TERMINATION OF EMPLOYMENT.  Subject to Section 6.3(c), to the extent
the right to exercise an Option or a Stock  Appreciation  Right,  or any portion
thereof, has not accrued as of the date of Termination of Employment, such right
shall expire at the date of such Termination of Employment.  Notwithstanding the
foregoing,  the  Committee,  in its sole  discretion  and under such terms as it
deems appropriate,  may permit,  for a Participant who terminates  employment by
reason of Retirement and who will continue to render significant services to the
Company or one of its  Subsidiaries  after his or her Termination of Employment,
the continued vesting of his or her Options and Stock Appreciation Rights during
the period in which that individual continues to render such services.

      6.4. EXERCISE PROCEDURES. Each Option and Stock Appreciation Right granted
under the Plan shall be exercised by written notice to the Company which must be
received  by the officer or  employee  of the  Company  designated  in the Award
Agreement  at or before  the close of  business  on the  expiration  date of the
Award. The Purchase Price of shares purchased upon exercise of an Option granted
under the Plan shall be paid in full in cash by the Participant  pursuant to the
Award  Agreement;  PROVIDED,  HOWEVER,  that the Committee may (but shall not be
required to) permit  payment to be made by delivery to the Company of either (a)
shares of Common Stock (which may include  Restricted Shares or shares otherwise
issuable in connection with the exercise of the Option, subject to such rules as
the Committee deems appropriate) or (b) any combination of cash and Common Stock
or (c) such  other  consideration  as the  Committee  deems  appropriate  and in
compliance with applicable law (including  payment in accordance with a cashless
exercise  program  under which,  if so instructed  by a  Participant,  shares of
Common Stock may be issued directly to the  Participant's  broker or dealer upon
receipt of an irrevocable  written notice of exercise from the Participant).  In
the event that any shares of Common Stock shall be transferred to the Company to
satisfy all or any part of the Purchase  Price,  the part of the Purchase  Price
deemed to have been  satisfied by such  transfer of shares of Common Stock shall
be equal to the product  derived by multiplying  the Fair Market Value as of the
date of exercise  times the number of shares of Common Stock  transferred to the
Company.  The Participant may not transfer to the Company in satisfaction of the
Purchase  Price any fractional  share of Common Stock.  Any part of the Purchase
Price paid in cash upon the exercise of any Option shall be added to the general
funds of the Company and may be used for any proper  corporate  purpose.  Unless
the Committee shall otherwise determine,  any shares of Common Stock transferred
to the Company as payment of all or part of the Purchase Price upon the exercise
of any Option shall be held as treasury shares.

      6.5. CHANGE IN CONTROL.  Unless otherwise provided by the Committee in the
applicable Award Agreement, in the event of a Change in Control, all Options and
Stock  Appreciation  Rights  outstanding  on the date of such  Change in Control
shall become immediately and fully  exercisable.  The provisions of this Section
6.5 shall not be applicable to any Options or Stock Appreciation  Rights granted
to a  Participant  if any  Change in  Control  results  from such  Participant's
beneficial  ownership  (within the meaning of Rule 13d-3 under the Exchange Act)
of Common Stock or Company Voting Securities.

                                   ARTICLE 7.

                                RESTRICTED SHARES

      7.1.  RESTRICTED SHARE AWARDS.  The Committee may grant to any Participant
an Award of such number of shares of Common Stock on such terms,  conditions and
restrictions,  whether  based on  performance  standards,  periods  of  service,
retention by the  Participant of ownership of purchased or designated  shares of
Common Stock or other criteria,  as the Committee shall establish.  With respect
to  performance-based  Awards of  Restricted  Shares  intended  to  qualify  for
deductibility under Section 162(m) of the Code, performance targets will include
specified  levels of one or more of  operating  income,  return  or  investment,
return on stockholders' equity,  earnings before interest,  taxes,  depreciation
and  amortization  and/or earnings per share.  The terms of any Restricted Share
Award  granted  under this Plan shall be set forth in an Award  Agreement  which

                                       8
shall contain  provisions  determined by the Committee and not inconsistent with
this Plan.

            (a) ISSUANCE OF RESTRICTED  SHARES. As soon as practicable after the
Date of Grant of a Restricted  Share Award by the  Committee,  the Company shall
cause to be  transferred  on the books of the  Company or its  agent,  shares of
Common Stock, registered on behalf of the Participant, evidencing the Restricted
Shares covered by the Award, subject to forfeiture to the Company as of the Date
of Grant if an Award Agreement with respect to the Restricted  Shares covered by
the Award is not duly  executed by the  Participant  and timely  returned to the
Company.  All shares of Common  Stock  covered by Awards  under this Article VII
shall be subject to the restrictions, terms and conditions contained in the Plan
and  the  applicable   Award   Agreements   entered  into  by  the   appropriate
Participants.  Until the lapse or release of all  restrictions  applicable to an
Award of Restricted Shares the share  certificates  representing such Restricted
Shares  may be  held  in  custody  by the  Company,  its  designee,  or,  if the
certificates bear a restrictive  legend,  by the Participant.  Upon the lapse or
release of all  restrictions  with  respect to an Award as  described in Section
7.1(d),  one  or  more  share  certificates,  registered  in  the  name  of  the
Participant,  for an appropriate number of shares as provided in Section 7.1(d),
free of any  restrictions  set forth in the Plan and the related Award Agreement
(however  subject  to any  restrictions  that may be  imposed  by law)  shall be
delivered to the Participant.

            (b)  STOCKHOLDER  RIGHTS.  Beginning  on  the  Date  of  Grant  of a
Restricted  Share Award and subject to execution of the related Award  Agreement
as provided in Section  7.1(a),  and except as otherwise  provided in such Award
Agreement,  the  Participant  shall  become a  stockholder  of the Company  with
respect to all shares  subject to the Award  Agreement and shall have all of the
rights of a stockholder,  including,  but not limited to, the right to vote such
shares and the right to receive dividends; PROVIDED, HOWEVER, that any shares of
Common  Stock  distributed  as a  dividend  or  otherwise  with  respect  to any
Restricted  Shares as to which the  restrictions  have not yet lapsed,  shall be
subject  to the  same  restrictions  as  such  Restricted  Shares  and  held  or
restricted as provided in Section 7.1(a).

            (c) RESTRICTION ON  TRANSFERABILITY.  None of the Restricted  Shares
may be  assigned or  transferred  (other than by will or the laws of descent and
distribution or to an INTER VIVOS trust with respect to which the Participant is
treated as the owner under  Sections  671  through 677 of the Code),  pledged or
sold prior to the lapse of the restrictions applicable thereto.

            (d)  DELIVERY OF SHARES UPON  VESTING.  Upon  expiration  or earlier
termination of the forfeiture  period without a forfeiture and the  satisfaction
of or release from any other conditions prescribed by the Committee,  or at such
earlier time as provided under the  provisions of Section 7.3, the  restrictions
applicable to the Restricted Shares shall lapse. As promptly as administratively
feasible  thereafter,  subject to the  requirements  of Section 9.5, the Company
shall deliver to the Participant or, in case of the Participant's  death, to the
Participant's  Beneficiary,  one or more share  certificates for the appropriate
number of shares of Common Stock, free of all such restrictions,  except for any
restrictions that may be imposed by law.

      7.2.  TERMS OF RESTRICTED SHARES.

            (a) FORFEITURE OF RESTRICTED SHARES.  Subject to Sections 7.2(b) and
7.3,  Restricted  Shares shall be forfeited  and returned to the Company and all
rights of the Participant with respect to such Restricted Shares shall terminate
unless the  Participant  continues in the service of the Company or a Subsidiary
as an employee until the expiration of the forfeiture period for such Restricted
Shares  and  satisfies  any and all  other  conditions  set  forth in the  Award
Agreement.  The Committee shall determine the forfeiture  period (which may, but
need not, lapse in installments)  and any other terms and conditions  applicable
with respect to any Restricted Share Award.

            (b) WAIVER OF FORFEITURE PERIOD.  Notwithstanding anything contained
in this Article VII to the contrary,  the Committee may, in its sole discretion,
waive the  forfeiture  period  and any other  conditions  set forth in any Award
Agreement under appropriate  circumstances  (including the death,  disability or
Retirement of the  Participant  or a material  change in  circumstances  arising
after the date of an Award) and subject to such terms and conditions  (including
forfeiture of a proportionate  number of the Restricted Shares) as the Committee
shall deem appropriate.

                                       9
7.3. CHANGE IN CONTROL.  Unless otherwise provided by the Committee in the
applicable  Award  Agreement,   in  the  event  of  a  Change  in  Control,  all
restrictions  applicable to the Restricted Share Award shall terminate fully and
the  Participant  shall  immediately  have the  right to the  delivery  of share
certificates for such shares in accordance with Section 7.1(d).

                                   ARTICLE 8.

                               PERFORMANCE AWARDS

      8.1.  PERFORMANCE AWARDS.

            (a) AWARD PERIODS AND CALCULATIONS OF POTENTIAL  INCENTIVE  AMOUNTS.
The Committee may grant Performance Awards to Participants.  A Performance Award
shall  consist of the right to receive a payment  (measured  by the Fair  Market
Value of a specified  number of shares of Common  Stock,  increases in such Fair
Market Value during the Award Period and/or a fixed cash amount) contingent upon
the extent to which  certain  predetermined  performance  targets  have been met
during an Award Period.  Performance  Awards may be made in conjunction with, or
in addition to, Restricted Share Awards made under Article VII. The Award Period
shall be two or more fiscal or calendar  years as determined  by the  Committee.
The Committee,  in its discretion and under such terms as it deems  appropriate,
may permit  newly  eligible  employees,  such as those who are promoted or newly
hired, to receive Performance Awards after an Award Period has commenced.

            (b) PERFORMANCE  TARGETS.  The performance  targets may include such
goals related to the  performance  of the Company  and/or the  performance  of a
Participant  as may be established  by the Committee in its  discretion.  In the
case of Performance  Awards intended to qualify for deductibility  under Section
162(m) of the Code, the targets will include  specified levels of one or more of
operating income, return on investment, return on stockholders' equity, earnings
before interest, taxes, depreciation and amortization and/or earnings per share.
The  performance  targets  established  by the  Committee may vary for different
Award  Periods  and  need  not be the same  for  each  Participant  receiving  a
Performance Award in an Award Period. Except to the extent inconsistent with the
performance-based  compensation  exception  under Section 162(m) of the Code, in
the case of  Performance  Awards  granted to  employees  to whom such section is
applicable,  the  Committee,  in its  discretion,  but only under  extraordinary
circumstances as determined by the Committee, may change any prior determination
of  performance  targets  for any Award  Period  at any time  prior to the final
determination  of the  value of a  related  Performance  Award  when  events  or
transactions  occur to cause such  performance  targets  to be an  inappropriate
measure of achievement.

            (c) EARNING  PERFORMANCE  AWARDS.  The  Committee,  on or as soon as
practicable after the Date of Grant,  shall prescribe a formula to determine the
percentage  of the  applicable  Performance  Award to be earned  based  upon the
degree of attainment of performance targets.

            (d)  PAYMENT  OF  EARNED  PERFORMANCE  AWARDS.  Payments  of  earned
Performance  Awards  shall  be made  in cash or  shares  of  Common  Stock  or a
combination  of cash and  shares  of  Common  Stock,  in the  discretion  of the
Committee.  The Committee,  in its sole  discretion,  may provide such terms and
conditions  with respect to the payment of earned  Performance  Awards as it may
deem desirable.

      8.2. TERMS OF PERFORMANCE AWARDS.

            (a) TERMINATION OF EMPLOYMENT. Unless otherwise provided below or in
Section 8.3, in the case of a Participant's  Termination of Employment  prior to
the end of an Award Period, the Participant will not have earned any Performance
Awards for that Award Period.

            (b)  RETIREMENT.  If a  Participant's  Termination  of Employment is
because of Retirement prior to the end of an Award Period,  the Participant will
not be paid  any  Performance  Award,  unless  the  Committee,  in its  sole and
exclusive  discretion,  determines that an Award should be paid. In such a case,
the  Participant  shall be entitled to receive a pro-rata  portion of his or her
Award as determined under subsection (d) of this Section 8.2.

                                       10
(c)  DEATH  OR  DISABILITY.   If  a  Participant's   Termination  of
Employment  is due to  death or to  disability  (as  determined  in the sole and
exclusive  discretion of the Committee) prior to the end of an Award Period, the
Participant or the Participant's  personal  representative  shall be entitled to
receive a pro-rata share of his or her Award as determined  under subsection (d)
of this Section 8.2.

            (d)  PRO-RATA  PAYMENT.  The  amount of any  payment to be made to a
Participant  whose  employment is terminated by Retirement,  death or disability
(under  the  circumstances  described  in  subsections  (b) and (c)) will be the
amount  determined by multiplying (i) the amount of the  Performance  Award that
would have been earned  through the end of the Award Period had such  employment
not been terminated by (ii) a fraction,  the numerator of which is the number of
whole months such  Participant  was employed  during the Award  Period,  and the
denominator of which is the total number of months of the Award Period. Any such
payment made to a Participant whose employment is terminated prior to the end of
an Award Period shall be made at the end of such Award Period,  unless otherwise
determined  by the  Committee  in  its  sole  discretion.  Any  partial  payment
previously  made  or  credited  to a  deferred  account  for  the  benefit  of a
Participant  in accordance  with Section  8.1(d) of the Plan shall be subtracted
from the amount  otherwise  determined  as payable as provided  in this  Section
8.2(d).

            (e) OTHER EVENTS.  Notwithstanding  anything to the contrary in this
Article VIII, the Committee may, in its sole and exclusive discretion, determine
to pay all or any  portion  of a  Performance  Award  to a  Participant  who has
terminated  employment  prior  to  the  end of an  Award  Period  under  certain
circumstances  (including the death, disability or Retirement of the Participant
or a material change in circumstances arising after the Date of Grant),  subject
to such terms and conditions as the Committee shall deem appropriate.

      8.3. CHANGE IN CONTROL.  Unless otherwise provided by the Committee in the
applicable Award Agreement, in the event of a Change in Control, all Performance
Awards for all Award  Periods  shall  immediately  become  fully  payable to all
Participants  and shall be paid to  Participants  within  thirty (30) days after
such Change in Control.

                                   ARTICLE 9.

              TERMS APPLICABLE TO ALL AWARDS GRANTED UNDER THE PLAN

      9.1.  PLAN  PROVISIONS  CONTROL  AWARD TERMS.  The terms of the Plan shall
govern all Awards  granted  under the Plan,  and in no event shall the Committee
have the power to grant any Award under the Plan the terms of which are contrary
to any of the  provisions  of the Plan.  In the event any provision of any Award
granted under the Plan shall  conflict with any term in the Plan as  constituted
on the Date of Grant of such Award,  the term in the Plan as  constituted on the
Date of Grant of such Award shall control. Except as provided in Section 9.3 and
Section  9.7, the terms of any Award  granted  under the Plan may not be changed
after the Date of Grant of such Award so as to materially  decrease the value of
the Award without the express written approval of the holder.

      9.2.  AWARD  AGREEMENT.  No person  shall have any rights  under any Award
granted under the Plan unless and until the Company and the  Participant to whom
such Award shall have been granted  shall have  executed and  delivered an Award
Agreement or the Participant shall have received and acknowledged  notice of the
Award  authorized by the Committee  expressly  granting the Award to such person
and  containing   provisions   setting  forth  the  terms  of  the  Award.  9.3.
MODIFICATION  OF  AWARD  AFTER  GRANT.  No  Award  granted  under  the Plan to a
Participant  may be  modified  (unless  such  modification  does not  materially
decrease  the value of that  Award)  after its Date of Grant  except by  express
written agreement  between the Company and such  Participant,  provided that any
such  change  (a) may not be  inconsistent  with the terms of the Plan,  and (b)
shall be approved by the Committee.

      9.4.  LIMITATION ON TRANSFER.  Except as provided in Section 7.1(c) in the
case of Restricted  Shares,  a Participant's  rights and interest under the Plan
may not be assigned or transferred other than by will or the laws of descent and
distribution  and,  during the lifetime of a Participant,  only the  Participant
personally (or the Participant's  personal  representative)  may exercise rights
under the Plan. The  Participant's  Beneficiary  may exercise the  Participant's

                                       11
rights to the extent they are exercisable  under the Plan following the death of
the  Participant.   Notwithstanding  the  foregoing,  the  Committee  may  grant
Non-Qualified   Stock  Options  that  are   transferable,   without  payment  of
consideration,  to immediate  family members of the  Participant or to trusts or
partnerships  for  such  family  members,  and  the  Committee  may  also  amend
outstanding Non-Qualified Stock Options to provide for such transferability.

      9.5.  TAXES.  The Company  shall be entitled,  if the  Committee  deems it
necessary or desirable,  to withhold (or secure payment from the  Participant in
lieu of withholding)  the amount of any withholding or other tax required by law
to be withheld or paid by the Company with respect to any amount  payable and/or
shares  issuable  under such  Participant's  Award or with respect to any income
recognized upon a disqualifying  disposition of shares received  pursuant to the
exercise of an Incentive Stock Option, and the Company may defer payment of cash
or issuance of shares upon exercise or vesting of an Award unless indemnified to
its  satisfaction  against any  liability  for any such tax.  The amount of such
withholding  or tax payment  shall be  determined  by the Committee and shall be
payable  by the  Participant  at  such  time  as  the  Committee  determines  in
accordance with the following rules:

            (a) The Participant shall have the right to elect to meet his or her
withholding   requirement  (i)  by  having  withheld  from  such  Award  at  the
appropriate  time that number of shares of Common Stock,  rounded up to the next
whole  share,  the  Fair  Market  Value of  which  is  equal  to the  amount  of
withholding  taxes due,  (ii) by direct  payment  to the  Company in cash of the
amount of any taxes  required to be withheld with respect to such Award or (iii)
by a combination of withholding such shares and paying cash.

            (b) The Committee shall have the discretion as to any Award to cause
the  Company  to  pay to tax  authorities  for  the  benefit  of the  applicable
Participant,  or to reimburse such  Participant  for, the individual taxes which
are due on the  grant,  exercise  or  vesting  of any  Award or the lapse of any
restriction on any Award (whether by reason of such  Participant's  filing of an
election  under  Section  83(b) of the Code or  otherwise),  including,  but not
limited to,  Federal  income tax,  state income tax, local income tax and excise
tax  under  Section  4999 of the Code,  as well as for any such  taxes as may be
imposed upon such tax payment or reimbursement.

            (c) In the case of Participants who are subject to Section 16 of the
Exchange Act, the Committee may impose such  limitations and  restrictions as it
deems  necessary or  appropriate  with respect to the delivery or withholding of
shares of Common Stock to meet tax withholding obligations.

      9.6.  SURRENDER  OF  AWARDS.  Any  Award  granted  under  the  Plan may be
surrendered to the Company for  cancellation  on such terms as the Committee and
the Participant approve.

      9.7. ADJUSTMENTS TO REFLECT CAPITAL CHANGES.

            (a)  RECAPITALIZATION.  The  number  and kind of shares  subject  to
outstanding  Awards,  the Purchase Price or Exercise Price for such shares,  the
number and kind of shares  available for Awards  subsequently  granted under the
Plan and the maximum  number of shares in respect of which Awards can be made to
any Participant in any calendar year shall be appropriately  adjusted to reflect
any stock  dividend,  stock split,  combination  or exchange of shares,  merger,
consolidation  or other  change in  capitalization  with a  similar  substantive
effect upon the Plan or the Awards granted under the Plan.  The Committee  shall
have the power and sole  discretion to determine the amount of the adjustment to
be made in each case.

            (b) MERGER.  After any Merger in which the Company is the  surviving
corporation, each Participant shall, at no additional cost, be entitled upon any
exercise of an Option or receipt of any other  Award to receive  (subject to any
required  action  by  stockholders),  in lieu of the  number of shares of Common
Stock receivable or exercisable pursuant to such Award prior to such Merger, the
number and class of shares or other securities to which such  Participant  would
have been  entitled  pursuant  to the terms of the Merger if, at the time of the
Merger,  such Participant had been the holder of record of a number of shares of
Common  Stock  equal to the  number  of shares of  Common  Stock  receivable  or
exercisable  pursuant  to such Award.  Comparable  rights  shall  accrue to each
Participant in the event of successive Mergers of the character described above.
In the event of a Merger in which the Company is not the surviving  corporation,
the surviving,  continuing, successor or purchasing corporation, as the case may
be (the "ACQUIRING  CORPORATION"),  will either assume the Company's  rights and

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obligations  under  outstanding Award Agreements or substitute awards in respect
of the Acquiring Corporation's stock for outstanding Awards, PROVIDED,  HOWEVER,
that if the  Acquiring  Corporation  does  not  assume  or  substitute  for such
outstanding  Awards,  the  Board  shall  provide  prior to the  Merger  that any
unexercisable  and/or  unvested  portion  of the  outstanding  Awards  shall  be
immediately  exercisable  and  vested  as of a date  prior  to  such  merger  or
consolidation,  as the Board so determines.  The exercise  and/or vesting of any
Award that was  permissible  solely by reason of this  Section  9.7(b)  shall be
conditioned upon the  consummation of the Merger.  Any Options which are neither
assumed by the Acquiring  Corporation not exercised as of the date of the Merger
shall terminate effective as of the effective date of the Merger.

            (c) OPTIONS TO PURCHASE SHARES OR STOCK OF ACQUIRED COMPANIES. After
any  merger  in  which  the  Company  or  a  Subsidiary  shall  be  a  surviving
corporation, the Committee may grant substituted options under the provisions of
the Plan,  pursuant to Section 424 of the Code,  replacing  old options  granted
under a plan of another party to the merger whose shares of stock subject to the
old  options  may no  longer be  issued  following  the  merger.  The  manner of
application  of the  foregoing  provisions  to such options and any  appropriate
adjustments  shall be determined by the  Committee in its sole  discretion.  Any
such adjustments may provide for the elimination of any fractional  shares which
might otherwise become subject to any Options.

      9.8. NO RIGHT TO  EMPLOYMENT.  No employee or other  person shall have any
claim of right to be granted an Award  under the Plan.  Neither the Plan nor any
action taken hereunder shall be construed as giving any employee any right to be
retained in the employ of the Company or any of its Subsidiaries.

      9.9. AWARDS NOT INCLUDABLE FOR BENEFIT  PURPOSES.  Payments  received by a
Participant  pursuant to the provisions of the Plan shall not be included in the
determination  of benefits under any pension,  group  insurance or other benefit
plan applicable to the Participant  which is maintained by the Company or any of
its  Subsidiaries,  except as may be  provided  under the terms of such plans or
determined by the Board.

      9.10. GOVERNING LAW. All determinations made and actions taken pursuant to
the Plan shall be governed by the laws of the State of Florida and  construed in
accordance therewith.

      9.11.  NO STRICT  CONSTRUCTION.  No rule of strict  construction  shall be
implied  against  the  Company,  the  Committee  or  any  other  person  in  the
interpretation of any of the terms of the Plan, any Award granted under the Plan
or any rule or procedure established by the Committee.

      9.12. CAPTIONS. The captions (i.e., all Section headings) used in the Plan
are for convenience only, do not constitute a part of the Plan, and shall not be
deemed to limit,  characterize  or affect in any way any provisions of the Plan,
and all  provisions  of the Plan shall be  construed  as if no captions had been
used in the Plan.

      9.13.  SEVERABILITY.  Whenever  possible,  each  provision in the Plan and
every  Award at any time  granted  under the Plan shall be  interpreted  in such
manner as to be effective and valid under  applicable  law, but if any provision
of the Plan or any Award at any time granted  under the Plan shall be held to be
prohibited by or invalid under  applicable law, then (a) such provision shall be
deemed  amended to  accomplish  the  objectives  of the  provision as originally
written to the fullest extent  permitted by law and (b) all other  provisions of
the Plan,  such Award and every other Award at any time  granted  under the Plan
shall remain in full force and effect.

      9.14. AMENDMENT AND TERMINATION.

            (a) AMENDMENT.  The Board shall have complete power and authority to
amend  the  Plan at any  time  without  the  authorization  or  approval  of the
Company's  stockholders,  unless the  amendment  (i)  materially  increases  the
benefits accruing to Participants under the Plan, (ii) materially  increases the
aggregate  number  of  securities  that may be  issued  under  the Plan or (iii)
materially  modifies the requirements as to eligibility for participation in the
Plan,  but in  each  case  only  to the  extent  then  required  by the  Code or
applicable law, or deemed necessary or advisable by the Board. No termination or
amendment of the Plan may,  without the consent of the  Participant  to whom any
Award shall theretofore have been granted under the Plan,  materially  adversely
affect the right of such individual under such Award.

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(b)  TERMINATION.  The Board  shall  have the right and the power to
terminate  the Plan at any time.  No Award shall be granted under the Plan after
the  termination of the Plan, but the termination of the Plan shall not have any
other effect and any Award  outstanding  at the time of the  termination  of the
Plan may be  exercised  after  termination  of the Plan at any time prior to the
expiration  date of such Award to the same  extent  such  Award  would have been
exercisable had the Plan not been terminated.