S-8

As filed with the Securities and Exchange Commission on November 23, 2004

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

FIDELITY NATIONAL FINANCIAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	86-0498599
(State or Other Jurisdiction of Incorporation or	(I.R.S. Employer Identification No.)
Organization)
601 Riverside Avenue	32204
Jacksonville, Florida	(Zip Code)
(Address of Principal Executive Offices)

Provesa, Inc. 1994 Stock Option Plan
InterCept Group, Inc. Amended and Restated 1996 Stock Option Plan
InterCept, Inc. 2002 Stock Option Plan
InterCept, Inc. G. Lynn Boggs 2002 Stock Option Plan

(Full Title of the Plans)

Peter T. Sadowski, Esq.
Executive Vice President and General Counsel
601 Riverside Avenue
Jacksonville, Florida 32204
(Name and Address of Agent For Service)

(904) 854-8100
(Telephone Number, Including Area Code, of Agent for Service)

CALCULATION OF REGISTRATION FEE

			Proposed Maximum		Proposed Maximum		Amount Of
Title Of Securities	Amount To Be		Offering Price		Aggregate		Registration
To Be Registered	Registered (1)		Per Share (2)		Offering Price (3)		Fee (4)
Common Stock, par value $0.0001 per share		1,708,155	$	4.29 - 84.11	$	71,286,879	$	9,032

(1) Represents the number of shares issuable upon exercise of options under the respective option plans covered under this Registration Statement, as follows: 8,487 shares issuable upon exercise of options under Provesa, Inc. 1994 Stock Option Plan; 1,239,806 shares issuable upon exercise of options under InterCept Group, Inc. Amended and Restated 1996 Stock Option Plan; 384,283 shares issuable upon exercise of

options under InterCept, Inc. 2002 Stock Option Plan; and 75,580 shares issuable upon exercise of options under InterCept, Inc. G. Lynn Boggs Stock Option Plan (collectively, the “Plans”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of shares that may be subject to issuance as a result of anti-dilution and other provisions of the Plan, to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)	Estimated pursuant to Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee, the range of proposed maximum offering price per share is based on the range of exercise prices of the options outstanding under the Plans.
(3)	Estimated pursuant to Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee, the maximum aggregate offering price is based on the exercise prices of the options outstanding under the Plan and the number of shares of Common Stock issuable at such prices.
(4)	This registration fee has been calculated pursuant to Section 6(b) of the Securities Act and Fee Advisory #7 for Fiscal Year 2004 issued by the Securities and Exchange Commission (“SEC”) on January 26, 2004 by multiplying $126.70 by each $1,000,000 of the proposed maximum offering price (as computed in accordance with Rule 457 under the Securities Act solely for the purpose of determining the registration fee of the securities registered hereby).

TABLE OF CONTENTS

 EXHIBIT 5.1

 EXHIBIT 23.2

 EXHIBIT 99.1

 EXHIBIT 99.2

 EXHIBIT 99.3

 EXHIBIT 99.4

EXPLANATORY NOTE

     Pursuant to the Amended and Restated Agreement and Plan of Merger (the “Agreement”) dated as of September 8, 2004, between Fidelity National Financial, Inc. (the “Registrant”), Fidelity National Information Services, Inc., Fuscia Merger Sub, Inc. and InterCept, Inc. (“InterCept”), the Registrant acquired a 100% interest in InterCept, with InterCept becoming an indirect wholly-owned subsidiary of the Registrant. All outstanding options to purchase common stock, no par value, of InterCept, granted pursuant to the Plans prior to the acquisition have been converted into options to purchase common stock, par value $0.0001 per share, of the Registrant, subject to appropriate adjustments to the number of shares subject to the option and the exercise price thereof. Each such converted option is otherwise exercisable on terms and conditions as were applicable immediately prior to the acquisition.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents filed by the Registrant with the SEC are incorporated into this Registration Statement by reference:

1.	The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 12, 2004, as amended as of April 29, 2004;
2.	The Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2004 filed with the SEC on May 10, 2004, for the fiscal quarter ended June 30, 2004 filed with the SEC on August 9, 2004, and for the fiscal quarter ended September 30, 2004 filed with the SEC on November 9, 2004;
3.	The Registrant’s Current Reports on Form 8-K dated January 28, 2004, February 10, 2004, April 29, 2004, May 26, 2004, July 23, 2004, September 14, 2004, September 15, 2004, September 30, 2004, October 20, 2004, October 22, 2004, November 12, 2004; and November 23, 2004.
4.	The description of the Registrant’s Common Stock, par value $0.0001 per share, contained in the Registrant’s Registration Statement on Form 8-A filed with the SEC on February 4, 1992, including any amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

     Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any subsequently filed document which also is incorporated by reference herein or any document which constitutes part of the prospectus relating to the Plans meeting the requirements of Section 10(a) of the Securities Act) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof.

EXPERTS

     The consolidated financial statements and financial statement schedules of the Registrant as of December 31, 2003 and 2002 and for each of the years in the three-year period ended December 31, 2003, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm,

incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The report of KPMG LLP covering the December 31, 2003 and 2002, financial statements refers to a change, effective January 1, 2002, in the method of accounting for goodwill and other intangible assets after they have initially been recognized in the financial statements and a change, effective January 1, 2003, in the method of accounting for stock-based employee compensation.

Item 4. Description of Securities

     The class of securities to be offered under this Registration Statement is registered under Section 12(g) of the Exchange Act.

Item 5. Interests of Named Experts and Counsel

     Not Applicable.

Item 6. Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceeding to which he is or is threatened to be made a party by reason of such position, if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal proceeding, if such person had no reasonable cause to believe his conduct was unlawful; provided that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances.

     Article Seventh (f) of the Registrant’s Amended and Restated Certificate of Incorporation (the “Certificate”) provides that to the fullest extent permitted by the DGCL, a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

     ARTICLE V, Section 1 of the Registrant’s Restated Bylaws (the “Restated Bylaws”) provides that the corporation shall indemnify to the full extent permitted by, and in the manner permissible under, the laws of the State of Delaware any person made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person or such person’s testator or intestate is or was a director or officer of the corporation or any predecessor of the corporation, or served any other enterprise as a director or officer at the request of the corporation or any predecessor of the corporation. The rights of indemnification under the Restated Bylaws are not exclusive of any other rights to which any director or officer of the corporation may be entitled apart from the provisions of Article V.

     The Registrant has entered into indemnification agreements with each of its directors and executive officers, and intends to enter into indemnification agreements with any new directors and executive officers in the future. These agreements may require the Registrant, among other things, to indemnify such directors and officers against certain liabilities that may arise by reason of their status or service and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified.

     The general effect of the foregoing provisions may be to reduce the circumstances in which an officer or director of the Registrant may be required to bear the economic burden of the foregoing liabilities and expenses.

     In addition to the indemnification provided for in the Registrant’s Certificate and Restated Bylaws, the Registrant has purchased directors’ and officers’ liability insurance which would insure the Registrant’s directors and officers against certain liabilities which might be incurred in connection with the performance of their duties.

Item 7. Exemption From Registration Claimed

     Not Applicable.

Item 8. Exhibits

     The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:

Exhibit
Number	Description
4.1	Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, filed with the SEC on November 11, 2003).
4.2	Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Form S-4, Registration No. 333-103067).
5.1	Opinion of Counsel.
23.1	Consent of Counsel (included in Exhibit 5.1).
23.2	Consent of KPMG LLP dated November 19, 2004.
24.1	Power of Attorney (included in the signature pages of this Registration Statement).
99.1	Provesa, Inc. 1994 Stock Option Plan.
99.2	InterCept Group, Inc. Amended and Restated 1996 Stock Option Plan.
99.3	InterCept, Inc. 2002 Stock Option Plan.
99.4	InterCept, Inc. G. Lynn Boggs 2002 Stock Option Plan.

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 to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
(2)	That, for the purpose of determining any liability under the Securities Act, 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, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act 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 Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of 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 whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant 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 Jacksonville, State of Florida, on November 22, 2004.

FIDELITY NATIONAL FINANCIAL, INC.

/s/ William P. Foley, II
William P. Foley, II
Chairman of the Board and Chief Executive
Officer
 

Power of Attorney and Signatures

     We, the undersigned directors and officers of Fidelity National Financial, Inc., do hereby make, constitute and appoint William P. Foley, II and Alan L. Stinson, and each of them acting individually, our true and lawful attorneys-in-fact and agents, with power to act without any other and with full power of substitution, to do any and all acts and things in our name and behalf in our capacities as directors and officers, to sign any and all amendments (including post-effective amendments) to this Registration Statement, or any related Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

     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 date indicated.

Signature	Title	Date
/s/ William P. Foley, II	Chairman of the Board and	November 22, 2004
	Chief Executive Officer
William P. Foley, II	(Principal Executive Officer)
/s/ Alan L. Stinson	Executive Vice President and	November 22, 2004
	Chief Financial Officer
Alan L. Stinson	(Principal Financial
	and Accounting Officer)
/s/ Frank P. Willey	Vice Chairman of	November 22, 2004
	the Board
Frank P. Willey

Signature	Title	Date
/s/ Terry N. Christensen	Director	November 22, 2004
Terry N. Christensen
/s/ Willie D. Davis	Director	November 22, 2004
Willie D. Davis
/s/ John F. Farrell, Jr.	Director	November 22, 2004
John F. Farrell, Jr.
/s/ Philip G. Heasley	Director	November 22, 2004
Philip G. Heasley
/s/ William A. Imparato	Director	November 22, 2004
William A. Imparato
	Director	November     , 2004
Donald M. Koll
	Director	November     , 2004
General William Lyon
/s/ Cary H. Thompson	Director	November 22, 2004
Cary H. Thompson
/s/ Daniel D. Lane	Director	November 22, 2004
Daniel D. (Ron) Lane

EXHIBIT INDEX

Exhibit
Number	Description
4.1	Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, filed with the SEC on November 11, 2003).
4.2	Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Form S-4, Registration No. 333-103067).
5.1	Opinion of Counsel.
23.1	Consent of Counsel (included in Exhibit 5.1).
23.2	Consent of KPMG LLP dated November 19, 2004.
24.1	Power of Attorney (included in the signature pages of this Registration Statement).
99.1	Provesa, Inc. 1994 Stock Option Plan.
99.2	InterCept Group, Inc. Amended and Restated 1996 Stock Option Plan.
99.3	InterCept, Inc. 2002 Stock Option Plan.
99.4	InterCept, Inc. G. Lynn Boggs 2002 Stock Option Plan.

EX-5.1

EXHIBIT 5.1

[FIDELITY NATIONAL FINANCIAL, INC. LETTERHEAD]

November 23, 2004

Fidelity National Financial, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204

Ladies and Gentlemen:

As counsel to Fidelity National Financial, Inc., a Delaware corporation (the “Company”), I participated in the preparation of the Form S-8 Registration Statement (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended. The Registration Statement relates to the Company’s issuance of up to 1,708,155 shares of its common stock, par value $.0001 per share (the “Shares”) pursuant to the following stock option plans assumed by the Company pursuant to the Amended and Restated Agreement and Plan of Merger dated September 8, 2004 among the Company, Fidelity National Information Services, Inc., Fuscia Merger Sub, Inc. and InterCept, Inc.: (i) the Provesa, Inc. 1994 Stock Option Plan (8,487 shares); (ii) the InterCept Group, Inc. Amended and Restated 1996 Stock Option Plan (1,239,805 shares); (iii) the InterCept, Inc. 2002 Stock Option Plan (384,283 shares); and (iv) the InterCept, Inc. G. Lynn Boggs 2002 Stock Option Plan (75,580 shares) (collectively, the “Stock Option Plans”). The Shares are issuable upon the exercise of options outstanding under the Stock Option Plans.

I have examined the Certificate of Incorporation and Bylaws, each as amended to date, and such corporate records and other documents and certificates of the Company as I have considered appropriate for the purposes of this opinion. In making my examination and in rendering my opinion set forth herein, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to originals of all documents submitted to me as certified, photostatic or conformed copies and the authenticity of the originals of such copies. In making my examination of documents executed by parties other than the Company, I have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery of such documents by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinion expressed herein which I have not independently established or verified, I have relied upon statements and representations of officers and other representatives of the Company and others.

I have also assumed that each option agreement setting forth the terms of each option granted under the Stock Option Plans is consistent with the Stock Option Plan under which it was granted and was duly authorized and validly executed and delivered by the parties thereto, and that the consideration received by the Company for the Shares delivered upon the exercise of each such option will be in an amount at least equal to the par value of the Shares. I do not express any opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware.

Based upon and subject to the foregoing, it is my opinion that the Shares have been duly authorized for issuance and, when issued and paid for upon the exercise of an option duly granted under the Stock Option Plans in accordance with the provisions of the applicable Stock Option Plan and the applicable option agreement, will be validly issued, fully paid and nonassessable.

I hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am acting within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Commission promulgated thereunder.

Very truly yours,

FIDELITY NATIONAL FINANCIAL, INC.

Todd C. Johnson
Senior Vice President
Corporate Counsel
Corporate Secretary

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
Fidelity National Financial, Inc.

We consent to the use of our reports dated February 27, 2004, except as to Note B to the consolidated financial statements, which is as of March 11, 2004, and except as to Note O to the Consolidated Financial Statements, which is as of November 19, 2004, with respect to the consolidated balance sheets of Fidelity National Financial, Inc. and subsidiaries (the Company) as of December 31, 2003 and 2002, and the related consolidated statements of earnings, comprehensive earnings, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2003, and the related financial statement schedules, incorporated by reference herein, and to the reference to our firm under the heading “Experts” in the registration statement.

Our reports refer to a change, effective January 1, 2002, in the method of accounting for goodwill and other intangible assets after they have initially been recognized in the financial statements. Our reports also refer to a change, effective January 1, 2003, in the method of accounting for stock-based employee compensation.

/s/ KPMG LLP

Jacksonville, Florida
November 19, 2004

EX-99.1

                                                                    EXHIBIT 99.1

                                  PROVESA, INC.
                             1994 STOCK OPTION PLAN

                    AS AMENDED AND RESTATED NOVEMBER 8, 2004

              EFFECTIVE NOVEMBER 8, 2004, NO OPTIONS OR AWARDS MAY
                           BE GRANTED UNDER THIS PLAN.



                                  PROVESA, INC.
                             1994 STOCK OPTION PLAN

                    AS AMENDED AND RESTATED NOVEMBER 8, 2004

                                   ARTICLE I.
                                  DEFINITIONS

As used herein, the following terms have the following meanings unless the
context clearly indicates to the contrary:

      1.1.  "Award" shall mean a grant of Restricted Stock.

      1.2.  "Board" shall mean the Board of Directors of the Company.

      1.3.  "Change in Control" shall mean the occurrence of either of the
            following events:

            (a) A change in the composition of the Board of Directors as a
result of which fewer than one-half of the incumbent directors are directors who
either:

                  (i) Had been directors of the Company 24 months prior to such
            change; or

                  (ii) Were elected, or nominated for election, to the Board of
            Directors with the affirmative votes of at least a majority of the
            directors who had been directors of the Company 24 months prior to
            such change and who were still in office at the time of the election
            or nomination; or

            (b) Any "person" (as such term is used in sections 13(d) and 14(d)
of the Exchange Act), other than any person who is a shareholder of the Company
on or before the effective date of the Plan, by the acquisition or aggregation
of securities is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 50 percent or more of the combined voting
power of the Company's then outstanding securities ordinarily (and apart from
rights accruing under special circumstances) having the right to vote at
elections of directors (the "Base Capital Stock"); except that any change in the
relative beneficial ownership of the Company's securities by any person
resulting solely from a reduction in the aggregate number of outstanding shares
of Base Capital Stock, and any decrease thereafter in such person's ownership of
securities, shall be disregarded until such person increases in any manner,
directly or indirectly, such person's beneficial ownership of any securities of
the Company.

      1.4. "Code" shall mean the United States Internal Revenue Code of 1986,
including effective date and transition rules (whether or not codified). Any
reference herein to a specific section of the Code shall be deemed to include a
reference to any corresponding provision of future law.



      1.5. "Committee" shall mean the Compensation Committee of the Board.

      1.6. "Company" shall mean Fidelity National Financial, Inc.

      1.7. "Director" shall mean a member of the Board and any person who is an
advisory, honorary or emeritus director of the Company if such person is
considered a director for the purposes of Section 16 of the Exchange Act, as
determined by reference to such Section 16 and to the rules, regulations,
judicial decisions, and interpretative or "no-action" positions with respect
thereto of the Securities and Exchange Commission, as the same may be in effect
or set forth from time to time.

      1.8. "Disinterested Person" shall have the meaning set forth in Rule 16b-3
under the Exchange Act, as the same may be in effect from time to time, or in
any successor rule thereto, and shall be determined for all purposes under the
Plan according to interpretative or "no-action" positions with respect thereto
issued by the Securities and Exchange Commission.

      1.9. "Employee" shall mean an employee of the Employer.

      1.10. "Employer" shall mean the corporation that employs a Grantee.

      1.11. "Exchange Act" shall mean the Securities Exchange Act of 1934. Any
reference herein to a specific section of the Exchange Act shall be deemed to
include a reference to any corresponding provision of future law.

      1.12. "Exercise Price" shall mean the price at which an Optionee may
purchase a share of Stock under a Stock Option Agreement.

      1.13. "Fair Market Value" on any date shall mean (i) the closing sales
price of the Stock, regular way, on such date on the national securities
exchange having the greatest volume of trading in the Stock during the
thirty-day period preceding the day the value is to be determined or, if such
exchange was not open for trading on such date, the next preceding date on which
it was open; (ii) if the Stock is not traded on any national securities
exchange, the average of the closing high bid and low asked prices of the Stock
on the over-the-counter market on the day such value is to be determined, or in
the absence of closing bids on such day, the closing bids on the next preceding
day on which there were bids; or (iii) if the Stock also is not traded on the
over-the-counter market, the fair market value as determined in good faith by
the Board or the Committee based on such relevant facts as may be available to
the Board, which may include opinions of independent experts, the price at which
recent sales have been made, the book value of the Stock, and the Company's
current and future earnings.

      1.14. "Grantee" shall mean a person who is an Optionee or a person who has
received an Award of Restricted Stock.

      1.15. "Incentive Stock Option" shall mean an option to purchase any stock
of the Company which complies with and is subject to the terms, limitations, and
conditions of Section 422 of the Code and any regulations promulgated with
respect thereto.

                                       2


      1.16. "Officer" shall mean a person who constitutes an officer of the
Company for the purposes of Section 16 of the Exchange Act, as determined by
reference to such Section 16 and to the rules, regulations, judicial decisions,
and interpretative or "no-action" positions with respect thereto of the
Securities and Exchange Commission, as the same may be in effect or set forth
from time to time.

      1.17. "Option" shall mean an option, whether or not an Incentive Stock
Option, to purchase Stock granted pursuant to the provisions of Article VII
hereof.

      1.18. "Optionee" shall mean a person to whom an Option has been granted
hereunder.

      1.19. "Parent" shall mean any corporation (other than the Employer) in an
unbroken chain of corporations ending with the Employer if, at the time of the
grant (or modification) of the Option, each of the corporations other than the
Employer owns stock possessing 50 percent or more of the total combined voting
power of the classes of stock in one of the other corporations in such chain.

      1.20. "Permitted Transferee" shall mean, with respect to an Optionee, any
member of such Optionee's immediate family and any charitable, religious,
scientific, or educational organization, contributions to which are deductible
for federal or state income tax purposes, and any trust or other vehicle for the
benefit of such a family member or organization.

      1.21. "Plan" shall mean the Provesa, Inc. 1994 Stock Option Plan, as
Amended and Restated November 8, 2004, the terms of which are set forth herein.

      1.22. "Purchasable" shall refer to Stock which may be purchased by an
Optionee under the terms of this Plan on or after a certain date specified in
the applicable Stock Option Agreement.

      1.23. "Qualified Domestic Relations Order" shall have the meaning set
forth in the Code or in the Employee Retirement Income Security Act of 1974, or
the rules and regulations promulgated under the Code or such Act.

      1.24. "Reload Option" shall have the meaning set forth in Section 68
hereof.

      1.25. "Restricted Stock" shall mean Stock issued, subject to restrictions,
to a Grantee pursuant to Article VII hereof.

      1.26. "Restriction Agreement" shall mean the agreement setting forth the
terms of an Award and executed by a Grantee as provided in Section 7.1 hereof.

      1.27. "Section 16 Insider" shall mean any person who is subject to the
provisions of Section 16 of the Exchange Act, as provided in Rule 16a-2
promulgated pursuant to the Exchange Act.

      1.28. "Stock" shall mean the Common Stock, par value $0.0001 per share, of
the Company, as adjusted pursuant to Section 5.2 hereof.

      1.29. "Stock Option Agreement" shall mean an agreement between the Company
and an Optionee under which the Optionee may purchase Stock hereunder.

                                       3


      1.30. "Subsidiary" shall mean any corporation (other than the Employer) in
an unbroken chain of corporations beginning with the Employer if, at the time of
the grant (or modification) of the Option, each of the corporations other than
the last corporation in the unbroken chain owns stock possessing 50 percent or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

                                   ARTICLE II.
                                    THE PLAN

      2.1. Name. This plan shall be known as the "Provesa, Inc. 1994 Stock
Option Plan, as Amended and Restated November 8, 2004."

      2.2. Purpose. The purpose of the Plan is to advance the interests of the
Company, its Subsidiaries and its shareholders by affording certain employees
and Directors of the Company and its Subsidiaries and certain key consultants
and employees of the Company's suppliers and contractors an opportunity to
acquire or increase their proprietary interests in the Company. The objective of
the issuance of the Options and Awards is to promote the growth and
profitability of the Company and its Subsidiaries because the Grantees will be
provided with an additional incentive to achieve the Company's objectives
through participation in its success and growth and by encouraging their
continued association with or service to the Company.

      2.3. Effective Date. The Plan originally became effective on September 1,
1994. The Plan was amended and restated effective November 8, 2004.

                                  ARTICLE III.
                                  PARTICIPANTS

The class of persons eligible to participate in the Plan shall consist of all
persons whose participation in the Plan the Committee determines to be in the
best interests of the Company, which shall include, but not be limited to, all
Directors and employees, including but not limited to executive personnel, of
the Company or any Subsidiary, as well as key consultants and employees of the
Company's suppliers and contractors.

                                   ARTICLE IV.
                                 ADMINISTRATION

      4.1. Duties and Powers of the Committee. The Plan shall be administered by
the Committee. The Committee shall select one of its members as its Chairman and
shall hold its meetings at such times and places as it may determine. The
Committee shall keep minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it may deem necessary. The
Committee shall have the power to act by unanimous written consent in lieu of a
meeting and to meet telephonically. In administering the Plan, the Committee's
actions and determinations shall be binding on all interested parties. The
Committee shall have the power to grant Options or Awards in accordance with the
provisions of the Plan and may grant Options and Awards singly, in combination,
or in tandem. Subject to the provisions of the Plan, the Committee shall have
the discretion and authority to determine those individuals to whom Options or
Awards will be granted and whether such Options shall be accompanied by the
right to receive Reload

                                       4


Options, the number of shares of Stock subject to each Option or Award, such
other matters as are specified herein, and any other terms and conditions of a
Stock Option Agreement or Restriction Agreement. The Committee shall also have
the discretion and authority to delegate to any Officer its powers to grant
Options or Awards under the Plan to any person who is an employee of the Company
but not an Officer or Director. To the extent not inconsistent with the
provisions of the Plan, the Committee may give a Grantee an election to
surrender an Option or Award in exchange for the grant of a new Option or Award,
and shall have the authority to amend or modify an outstanding Option Agreement
or Restriction Agreement, or to waive any provision thereof, provided that the
Grantee consents to such action.

      4.2. Interpretation; Rules. Subject to the express provisions of the Plan,
the Committee also shall have complete authority to interpret the Plan, to
prescribe, amend, and rescind rules and regulations relating to it, to determine
the details and provisions of each Stock Option Agreement, and to make all other
determinations necessary or advisable for the administration of the Plan,
including, without limitation, the amending or altering of the Plan and any
Options or Awards granted hereunder as may be required to comply with or to
conform to any federal, state, or local laws or regulations.

      4.3. No Liability. Neither any member of the Board nor any member of the
Committee shall be liable to any person for any act or determination made in
good faith with respect to the Plan or any Option or Award granted hereunder.

      4.4. Majority Rule. A majority of the members of the Committee shall
constitute a quorum, and any action taken by a majority at a meeting at which a
quorum is present, or any action taken without a meeting evidenced by a writing
executed by all the members of the Committee, shall constitute the action of the
Committee.

      4.5. Company Assistance. The Company shall supply full and timely
information to the Committee on all matters relating to eligible persons, their
employment, death, retirement, disability, or other termination of employment,
and such other pertinent facts as the Committee may require. The Company shall
furnish the Committee with such clerical and other assistance as is necessary in
the performance of its duties.

                                   ARTICLE V.
                         SHARES OF STOCK SUBJECT TO PLAN

      5.1. Limitations. Subject to any antidilution adjustment pursuant to the
provisions of Section 5.2 hereof, the maximum number of shares of Stock that may
be issued hereunder shall be 8,487. Any or all shares of Stock subject to the
Plan may be issued in any combination of Incentive Stock Options, non-Incentive
Stock Options, or Restricted Stock. Subject to any antidilution adjustment
pursuant to the provisions of Section 5.2 hereof, the total number of shares of
Stock issuable pursuant to Incentive Stock Options may not be more than 8,487.
Shares subject to an Option or issued as an Award may be either authorized and
unissued shares or shares issued and later acquired by the Company. The shares
covered by any unexercised portion of an Option that has terminated for any
reason (except as set forth in the following paragraph), or any forfeited
portion of an Award, may not again be optioned or awarded under the Plan, and
such shares shall be

                                       5


considered as having been optioned or issued in computing the number of shares
of Stock remaining available for option or award hereunder.

      5.2. Antidilution.

            (a) In the event that the outstanding shares of Stock are changed
into or exchanged for a different number or kind of shares or other securities
of the Company by reason of merger, consolidation, reorganization,
recapitalization, reclassification, combination or exchange of shares, stock
split or stock dividend, in the event that any spin-off, spin-out or other
distribution of assets materially affects the price of the Company's stock, or
in the event of any assumption and conversion to the Plan by the Company of an
acquired company's outstanding option grants:

                  (i) The aggregate number and kind of shares of Stock for which
            Options or Awards may be granted hereunder shall be adjusted
            proportionately by the Committee; and

                  (ii) The rights of Optionees (concerning the number of shares
            subject to Options and the Exercise Price) under outstanding Options
            and the rights of the holders of Awards (concerning the terms and
            conditions of the lapse of any then-remaining restrictions), shall
            be adjusted proportionately by the Committee.

            (b) If the Company shall be a party to any reorganization in which
it does not survive, involving merger, consolidation, or acquisition of the
stock or substantially all the assets of the Company, the Committee, in its
discretion, may:

                  (i) notwithstanding other provisions hereof, declare that all
            Options granted under the Plan shall become exercisable immediately
            notwithstanding the provisions of the respective Option Agreements
            regarding exercisability, that all such Options shall terminate 30
            days after the Committee gives written notice of the immediate right
            to exercise all such Options and of the decision to terminate all
            Options not exercised within such 30-day period, and that all
            then-remaining restrictions pertaining to Awards under the Plan
            shall immediately lapse; and/or

                  (ii) notify all Grantees that all Options or Awards granted
            under the Plan shall be assumed by the successor corporation or
            substituted on an equitable basis with options or restricted stock
            issued by such successor corporation.

            (c) If the Company is to be liquidated or dissolved in connection
with a reorganization described in Section 5.2, the provisions of such section
shall apply. In all other instances, the adoption of a plan of dissolution or
liquidation of the Company shall, notwithstanding other provisions hereof, cause
all then-remaining restrictions pertaining to Awards under the Plan to lapse,
and shall cause every Option outstanding under the Plan to terminate to the
extent not exercised prior to the adoption of the plan of dissolution or
liquidation by the shareholders, provided that, notwithstanding other provisions
hereof, the Committee may declare all Options granted under the Plan to be
exercisable at any time on or before the fifth business day following such
adoption notwithstanding the provisions of the respective Option Agreements
regarding exercisability.

                                       6


            (d) The adjustments described in paragraphs (a) through (c) of this
section, and the manner of their application, shall be determined solely by the
Committee, and any such adjustment may provide for the elimination of fractional
share interests; provided, however, that any adjustment made by the Board or the
Committee shall be made in a manner that will not cause an Incentive Stock
Option to be other than an incentive stock option under applicable statutory and
regulatory provisions. The adjustments required under this Article shall apply
to any successors of the Company and shall be made regardless of the number or
type of successive events requiring such adjustments.

                                  ARTICLE VI.
                                    OPTIONS

      6.1. Types of Options Granted. The Committee may, under this Plan, grant
either Incentive Stock Options or Options which do not qualify as Incentive
Stock Options. Within the limitations provided in this Plan, both types of
Options may be granted to the same person at the same time, or at different
times, under different terms and conditions, as long as the terms and conditions
of each Option are consistent with the provisions of the Plan. Without
limitation of the foregoing, Options may be granted subject to conditions based
on the financial performance of the Company or any other factor the Committee
deems relevant.

      6.2. Option Grant and Agreement. Each Option granted hereunder shall be
evidenced by minutes of a meeting or the written consent of the Committee and by
a written Stock Option Agreement executed by the Company and the Optionee. The
terms of the Option, including the Option's duration, time or times of exercise,
exercise price, whether the Option is intended to be an Incentive Stock Option,
and whether the Option is to be accompanied by the right to receive a Reload
Option, shall be stated in the Option Agreement. No Incentive Stock Option may
be granted more than ten years after the earlier to occur of the effective date
of the Plan or the date the Plan is approved by the Company's shareholders.

Separate Option Agreements may be used for Options intended to be Incentive
Stock Options and those not so intended, but any failure to use such separate
agreements shall not invalidate, or otherwise adversely affect the Optionee's
interest in, the Options evidenced thereby.

      6.3. Optionee Limitations. The Committee shall not grant an Incentive
Stock Option to any person who, at the time the Incentive Stock Option is
granted:

            (a) is not an employee of the Company or any of its Subsidiaries; or

            (b) owns or is considered to own stock possessing at least 10% of
the total combined voting power of all classes of stock of the Company or any of
its Parent or Subsidiary corporations; provided, however, that this limitation
shall not apply if at the time an Incentive Stock Option is granted the Exercise
Price is at least 110% of the Fair Market Value of the Stock subject to such
Option and such Option by its terms would not be exercisable after five years
from the date on which the Option is granted. For the purpose of this subsection
(b), a person shall be considered to own (i) the stock owned, directly or
indirectly, by or for his or her brothers and sisters (whether by whole or half
blood), spouse, ancestors and lineal descendants; (ii) the stock owned, directly
or indirectly, by or for a corporation, partnership, estate, or trust in
proportion to such person's stock

                                       7


interest, partnership interest or beneficial interest therein; and (iii) the
stock which such person may purchase under any outstanding options of the
Employer or of any Parent or Subsidiary of the Employer.

      6.4. $100,000 Limitation. Except as provided below, the Committee shall
not grant an Incentive Stock Option to, or modify the exercise provisions of
outstanding Incentive Stock Options held by, any person who, at the time the
Incentive Stock Option is granted (or modified), would thereby receive or hold
any Incentive Stock Options of the Employer and any Parent or Subsidiary of the
Employer such that the aggregate Fair Market Value (determined as of the
respective dates of grant or modification of each option) of the stock with
respect to which such Incentive Stock Options are exercisable for the first time
during any calendar year is in excess of $100,000 (or such other limit as may be
prescribed by the Code from time to time); provided that the foregoing
restriction on modification of outstanding Incentive Stock Options shall not
preclude the Committee from modifying an outstanding Incentive Stock Option if,
as a result of such modification and with the consent of the Optionee, such
Option no longer constitutes an Incentive Stock Option; and provided that, if
the $100,000 limitation (or such other limitation prescribed by the Code)
described in this Section is exceeded, the Incentive Stock Option the granting
or modification of which resulted in the exceeding of such limit shall be
treated as an Incentive Stock Option up to the limitation and the excess shall
be treated as an Option not qualifying as an Incentive Stock Option.

      6.5. Exercise Price. The Exercise Price of the Stock subject to each
Option shall be determined by the Committee. Subject to the provisions of
Section 63 hereof, the Exercise Price of an Incentive Stock Option shall not be
less than the Fair Market Value of the Stock as of the date the Option is
granted (or in the case of an Incentive Stock Option that is subsequently
modified, on the date of such modification). The Exercise Price of a
non-Incentive Stock Option shall not be less than the Fair Market Value of the
Stock on the date that the Option is granted.

      6.6. Exercise Period. The period for the exercise of each Option granted
hereunder shall be determined by the Committee, but the Option Agreement with
respect to each Option intended to be an Incentive Stock Option shall provide
that such Option shall not be exercisable after the expiration of ten years from
the date of grant (or modification) of the Option. In addition, no Option
granted to a Section 16 Insider shall be exercisable prior to the expiration of
six months from the date such Option is granted, other than in the case of the
death or disability of the Optionee, and no Option shall be exercisable prior to
shareholder approval of the Plan.

      6.7. Option Exercise.

            (a) Unless otherwise provided in the Stock Option Agreement or
Section 66 hereof, an Option may be exercised at any time or from time to time
during the term of the Option as to any or all full shares which have become
Purchasable under the provisions of the Option, but not at any time as to less
than 100 shares unless the remaining shares that have become so Purchasable are
less than 100 shares. The Committee shall have the authority to prescribe in any
Stock Option Agreement that the Option may be exercised only in accordance with
a vesting schedule during the term of the Option.

            (b) An Option shall be exercised by (i) delivery to the Company at
its principal office a written notice of exercise with respect to a specified
number of shares of Stock and (ii)

                                       8


payment to the Company at that office of the full amount of the Exercise Price
for such number of shares in accordance with Section 67.

            (c) The Exercise Price is to be paid in full in cash upon the
exercise of the Option and the Company shall not be required to deliver
certificates for the shares purchased until such payment has been made;
provided, however, that in lieu of cash, all or any portion of the Exercise
Price may be paid by tendering to the Company shares of Stock duly endorsed for
transfer and owned by the Optionee, or by authorization to the Company to
withhold shares of Stock otherwise issuable upon exercise of the Option, in each
case to be credited against the Exercise Price at the Fair Market Value of such
shares on the date of exercise (however, no fractional shares may be so
transferred, and the Company shall not be obligated to make any cash payments in
consideration of any excess of the aggregate Fair Market Value of shares
transferred over the aggregate option price); provided further, that the Board
may provide in a Stock Option Agreement or may otherwise determine in its sole
discretion at the time of exercise that, in lieu of cash or shares, all or a
portion of the Exercise Price may be paid by the Optionee's execution of a
recourse note equal to the Exercise Price or relevant portion thereof, subject
to compliance with applicable state and federal laws, rules and regulations.

            (d) In addition to and at the time of payment of the Exercise Price,
the Optionee shall pay to the Company in cash the full amount of any federal,
state, and local income, employment, or other withholding taxes applicable to
the taxable income of such Optionee resulting from such exercise; provided,
however, that in the discretion of the Committee any Option Agreement may
provide that all or any portion of such tax obligations, together with
additional taxes not exceeding the actual additional taxes to be owed by the
Optionee as a result of such exercise, may, upon the irrevocable election of the
Optionee, be paid by tendering to the Company whole shares of Stock duly
endorsed for transfer and owned by the Optionee, or by authorization to the
Company to withhold shares of Stock otherwise issuable upon exercise of the
Option, in either case in that number of shares having a Fair Market Value on
the date of exercise equal to the amount of such taxes thereby being paid, and
subject to such restrictions as to the approval and timing of any such election
as the Committee may from time to time determine to be necessary or appropriate
to satisfy the conditions of the exemption set forth in Rule 16b-3 under the
Exchange Act, if such rule is applicable.

            (e) The holder of an Option shall not have any of the rights of a
shareholder with respect to the shares of Stock subject to the Option until such
shares have been issued and transferred to the Optionee upon the exercise of the
Option.

      6.8. Reload Options.

            (a) The Committee may specify in a Stock Option Agreement (or may
otherwise determine in its sole discretion) that a Reload Option shall be
granted, without further action of the Committee, (i) to an Optionee who
exercises an Option (including a Reload Option) by surrendering shares of Stock
in payment of amounts specified in Sections 67 or 67 hereof, (ii) for the same
number of shares as are surrendered to pay such amounts, (iii) as of the date of
such payment and at an Exercise Price equal to the Fair Market Value of the
Stock on such date, and (iv) otherwise on the same terms and conditions as the
Option whose exercise has occasioned such payment, except as provided below and
subject to such other contingencies, conditions, or other terms as the

                                       9


Committee shall specify at the time such exercised Option is granted; provided
that the shares surrendered by a Section 16 Insider in payment as provided above
must have been held by the Optionee for at least six months prior to such
surrender.

            (b) Unless provided otherwise in the Stock Option Agreement, a
Reload Option may not be exercised by an Optionee (i) prior to the end of a
one-year period from the date that the Reload Option is granted, and (ii) unless
the Optionee retains beneficial ownership of the shares of Stock issued to such
Optionee upon exercise of the Option referred to above in Section 68 for a
period of one year from the date of such exercise.

      6.9. Nontransferability of Option.

            (a) No Incentive Stock Option shall be transferable by an Optionee
other than by will or the laws of descent and distribution, and no Option shall
be transferable by an Optionee who is a Section 16 Insider prior to shareholder
approval of the Plan or, after such approval, other than by will or the laws of
descent and distribution or pursuant to a Qualified Domestic Relations Order.
During the lifetime of an Optionee, Incentive Stock Options shall be exercisable
only by such Optionee (or by such Optionee's guardian or legal representative,
should one be appointed).

            (b) Except as provided above and unless provided otherwise in the
Stock Option Agreement, Optionees and Permitted Transferees of Optionees may
transfer Options to any person, including a broker-dealer, but the Option shall
not be transferable by any person other than an Optionee or Permitted Transferee
except by will or the laws of descent and distribution or pursuant to a
Qualified Domestic Relations Order. Except as provided above and unless provided
otherwise in the Stock Option Agreement, Options shall be exercisable by any
person to whom such Option has been validly transferred.

      6.10. Termination of Employment or Service. The Committee shall have the
power to specify, with respect to the Options granted to a particular Optionee,
the effect upon such Optionee's right to exercise an Option of termination of
such Optionee's employment or service under various circumstances, which effect
may include immediate or deferred termination of such Optionee's rights under an
Option, or acceleration of the date at which an Option may be exercised in full;
provided, however, that in no event may an Incentive Stock Option be exercised
after the expiration of ten years from the date of grant thereof.

      6.11. Employment Rights. Nothing in the Plan or in any Stock Option
Agreement shall confer on any person any right to continue in the employ of the
Company or any of its Subsidiaries, or shall interfere in any way with the right
of the Company or any of its Subsidiaries to terminate such person's employment
at any time.

      6.12. Certain Successor Options. To the extent not inconsistent with the
terms, limitations and conditions of Code section 422 and any regulations
promulgated with respect thereto, an Option issued in respect of an option held
by an employee to acquire stock of any entity acquired, by merger or otherwise,
by the Company (or any Subsidiary of the Company) may contain terms that differ
from those stated in this Article, but solely to the extent necessary to
preserve for any such employee the rights and benefits contained in such
predecessor option, or to satisfy the requirements of Code section 424(a).

                                       10


      6.13. Effect of Change in Control. The Committee may determine, at the
time of granting an Option or thereafter, that such Option shall become
exercisable on an accelerated basis in the event that a Change in Control occurs
with respect to the Company. If the Committee finds that there is a reasonable
possibility that, within the succeeding six months, a Change in Control will
occur with respect to the Company, then the Committee may determine that all
outstanding Options shall be exercisable on an accelerated basis.

                                  ARTICLE VII.
                                RESTRICTED STOCK

      7.1. Awards of Restricted Stock. The Committee may grant Awards of
Restricted Stock, which shall be governed by a Restriction Agreement between the
Company and the Grantee. Each Restriction Agreement shall contain such
restrictions, terms, and conditions as the Committee may, in its discretion,
determine, and may require that an appropriate legend be placed on the
certificates evidencing the subject Restricted Stock.

Shares of Restricted Stock granted pursuant to an Award hereunder shall be
issued in the name of the Grantee as soon as reasonably practicable after the
Award is granted, provided that the Grantee has executed the Restriction
Agreement governing the Award, the appropriate blank stock powers and, in the
discretion of the Committee, an escrow agreement and any other documents which
the Committee may require as a condition to the issuance of such Shares. If a
Grantee shall fail to execute the foregoing documents within any time period
prescribed by the Committee, the Award shall be void. At the discretion of the
Committee, Shares issued in connection with an Award shall be deposited together
with the stock powers with an escrow agent designated by the Committee. Unless
the Committee determines otherwise and as set forth in the Restriction
Agreement, upon delivery of the Shares to the escrow agent, the Grantee shall
have all of the rights of a shareholder with respect to such Shares, including
the right to vote the Shares and to receive all dividends or other distributions
paid or made with respect to the Shares.

      7.2. Non-Transferability. Until any restrictions upon Restricted Stock
awarded to a Grantee shall have lapsed in a manner set forth in Section 73, such
shares of Restricted Stock shall not be transferable other than by will or the
laws of descent and distribution, or pursuant to a Qualified Domestic Relations
Order, nor shall they be delivered to the Grantee.

      7.3. Lapse of Restrictions. Restrictions upon Restricted Stock awarded
hereunder shall lapse at such time or times (but, with respect to any award to a
Grantee who is also a Section 16 Insider, not less than six months after the
date of the Award) and on such terms and conditions as the Committee may, in its
discretion, determine at the time the Award is granted or thereafter.

      7.4. Termination of Employment. The Committee shall have the power to
specify, with respect to each Award granted to any particular Grantee, the
effect upon such Grantee's rights with respect to such Restricted Stock of the
termination of such Grantee's employment under various circumstances, which
effect may include immediate or deferred forfeiture of such Restricted Stock or
acceleration of the date at which any then-remaining restrictions shall lapse.

      7.5. Treatment of Dividends. At the time an Award of Restricted Stock is
made the Committee may, in its discretion, determine that the payment to the
Grantee of any dividends, or a

                                       11


specified portion thereof, declared or paid on such Restricted Stock shall be
(i) deferred until the lapsing of the relevant restrictions and (ii) held by the
Company for the account of the Grantee until such lapsing. In the event of such
deferral, there shall be credited at the end of each year (or portion thereof)
interest on the amount of the account at the beginning of the year at a rate per
annum determined by the Committee. Payment of deferred dividends, together with
interest thereon, shall be made upon the lapsing of restrictions imposed on such
Restricted Stock, and any dividends deferred (together with any interest
thereon) in respect of Restricted Stock shall be forfeited upon any forfeiture
of such Restricted Stock.

      7.6. Delivery of Shares. Except as provided otherwise in Article below,
within a reasonable period of time following the lapse of the restrictions on
shares of Restricted Stock, the Committee shall cause a stock certificate to be
delivered to the Grantee with respect to such shares and such shares shall be
free of all restrictions hereunder.

                                  ARTICLE VIII.
                               STOCK CERTIFICATES

The Company shall not be required to issue or deliver any certificate for shares
of Stock purchased upon the exercise of any Option granted hereunder or any
portion thereof, or deliver any certificate for shares of Restricted Stock
granted hereunder, prior to fulfillment of all of the following conditions:

            (a) The admission of such shares to listing on all stock exchanges
on which the Stock is then listed;

            (b) The completion of any registration or other qualification of
such shares which the Committee shall deem necessary or advisable under any
federal or state law or under the rulings or regulations of the Securities and
Exchange Commission or any other governmental regulatory body;

            (c) The obtaining of any approval or other clearance from any
federal or state governmental agency or body which the Committee shall determine
to be necessary or advisable; and

            (d) The lapse of such reasonable period of time following the
exercise of the Option as the Board from time to time may establish for reasons
of administrative convenience.

Stock certificates issued and delivered to Grantees shall bear such restrictive
legends as the Company shall deem necessary or advisable pursuant to applicable
federal and state securities laws.

                                   ARTICLE IX.
                        TERMINATION AND AMENDMENT OF PLAN

The Board may at any time terminate the Plan, and may at any time and from time
to time and in any respect amend the Plan; provided, however, that the Board
(unless its actions are approved or

                                       12


ratified by the shareholders of the Company within twelve months of the date
that the Board amends the Plan) may not amend the Plan to:

            (a) Increase the total number of shares of Stock issuable pursuant
to Incentive Stock Options under the Plan or materially increase the number of
shares of Stock subject to the Plan, in each case except as contemplated in
Section 52 hereof;

            (b) Change the class of employees eligible to receive Incentive
Stock Options that may participate in the Plan or materially change the class of
persons that may participate in the Plan; or

            (c) Otherwise materially increase the benefits accruing to
participants under the Plan.

No termination or amendment modification of the Plan shall affect adversely a
Grantee's rights under an Option Agreement or Restriction Agreement without the
consent of the Grantee or his legal representative.

Notwithstanding anything herein to the contrary, no Options or Awards may be
granted under the Plan after November 8, 2004, and the Plan shall automatically
terminate without the requirement of action by the Board once there are no
outstanding Options or Awards.

                                   ARTICLE X.
                    RELATIONSHIP TO OTHER COMPENSATION PLANS

The adoption of the Plan shall not affect any other stock option, incentive, or
other compensation plans in effect for the Company or any of its Subsidiaries;
nor shall the adoption of the Plan preclude the Company or any of its
Subsidiaries from establishing any other form of incentive or other compensation
plan for employees or Directors of the Company or any of its Subsidiaries.

                                   ARTICLE XI.
                                  MISCELLANEOUS

      11.1. Replacement or Amended Grants. At the sole discretion of the
Committee, and subject to the terms of the Plan, the Committee may modify
outstanding Options or Awards or accept the surrender of outstanding Options or
Awards and grant new Options or Awards in substitution for them. However no
modification of an Option or Award shall adversely affect a Grantee's rights
under an Option Agreement or Restriction Agreement without the consent of the
Grantee or his legal representative.

      11.2. Forfeiture for Competition. If a Grantee provides services to a
competitor of the Company or any of its Subsidiaries, whether as an employee,
officer, director, independent contractor, consultant, agent, or otherwise, such
services being of a nature that can reasonably be expected to involve the skills
and experience used or developed by the Grantee while an Employee, then that
Grantee's rights under any Options outstanding hereunder shall be forfeited and
terminated, and any shares of Restricted Stock held by such Grantee subject to
remaining

                                       13


restrictions shall be forfeited, subject in each case to a determination to the
contrary by the Committee.

      11.3. Plan Binding on Successors. The Plan shall be binding upon the
successors and assigns of the Company.

      11.4. Singular, Plural; Gender. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender.

      11.5. Headings, etc.,. Headings of Articles and Sections hereof are
inserted for convenience and reference; they do not constitute part of the Plan.

      11.6. Interpretation. With respect to Section 16 Insiders, transactions
under this Plan are intended to comply with all applicable conditions of
Rule16b-3 or its successors under the Exchange Act. To the extent any provision
of the Plan or action by the Plan administrators fails to so comply, it shall be
deemed void to the extent permitted by law and deemed advisable by the Plan
administrators.

                                       14

EX-99.2

                                                                    EXHIBIT 99.2

                            THE INTERCEPT GROUP, INC.
                   AMENDED AND RESTATED 1996 STOCK OPTION PLAN

                    AS AMENDED AND RESTATED NOVEMBER 8, 2004

              EFFECTIVE NOVEMBER 8, 2004, NO OPTIONS OR AWARDS MAY
                           BE GRANTED UNDER THIS PLAN.



                            THE INTERCEPT GROUP, INC.
                   AMENDED AND RESTATED 1996 STOCK OPTION PLAN

                    AS AMENDED AND RESTATED NOVEMBER 8, 2004

                                   ARTICLE I.
                                   DEFINITIONS

As used herein, the following terms have the following meanings unless the
context clearly indicates to the contrary:

      1.1. "Award" shall mean a grant of Restricted Stock or an SAR.

      1.2. "Board" shall mean the Board of Directors of the Company.

      1.3. "Cause" (i) with respect to the Company or any subsidiary which
employs the recipient of an Award or Option (the "recipient") or for which such
recipient primarily performs services, the commission by the recipient of an act
of fraud, embezzlement, theft or proven dishonesty, or any other illegal act or
practice (whether or not resulting in criminal prosecution or conviction), or
any act or practice which the Committee shall, in good faith, deem to have
resulted in the recipient's becoming unbondable under the Company's or the
subsidiary's fidelity bond; (ii) the willful engaging by the recipient in
misconduct which is deemed by the Committee, in good faith, to be materially
injurious to the Company or any subsidiary, monetarily or otherwise, including,
but not limited, improperly disclosing trade secrets or other confidential or
sensitive business information and data about the Company or any subsidiaries
and competing with the Company or its subsidiaries, or soliciting employees,
consultants or customers of the Company in violation of law or any employment or
other agreement to which the recipient is a party; or (iii) the willful and
continued failure or habitual neglect by the recipient to perform his or her
duties with the Company or the subsidiary substantially in accordance with the
operating and personnel policies and procedures of the Company or the subsidiary
generally applicable to all their employees. For purposes of this Plan, no act
or failure to act by the recipient shall be deemed be "willful" unless done or
omitted to be done by recipient not in good faith and without reasonable belief
that the recipient's action or omission was in the best interest of the Company
and/or the subsidiary. Notwithstanding the foregoing, if the recipient has
entered into an employment agreement that is binding as of the date of
employment termination, and if such employment agreement defines "Cause," then
the definition of "Cause" in such agreement shall apply to the recipient in this
Plan. "Cause" under either (i), (ii) or (iii) shall be determined by the
Committee.

      1.4. "Change in Control" shall mean the occurrence of either of the
following events:

                  (i) A change in the composition of the Board as a result of
            which fewer than one-half of the incumbent directors are directors
            who either:

                        (A) Had been directors of the Company 24 months prior to
                  such change; or



                        (B) Were elected, or nominated for election, to the
                  Board with the affirmative votes of at least a majority of the
                  directors who had been directors of the Company 24 months
                  prior to such change and who were still in office at the time
                  of the election or nomination; or

                  (ii) Any "person" (as such term is used in sections 13(d) and
            14(d) of the Exchange Act), other than any person who is a
            shareholder of the Company on or before the Effective Date, by the
            acquisition or aggregation of securities is or becomes the
            beneficial owner, directly or indirectly, of securities of the
            Company representing 50 percent or more of the combined voting power
            of the Company's then outstanding securities ordinarily (and apart
            from rights accruing under special circumstances) having the right
            to vote at elections of directors (the "Base Capital Stock"); except
            that any change in the relative beneficial ownership of the
            Company's securities by any person resulting solely from a reduction
            in the aggregate number of outstanding shares of Base Capital Stock,
            and any decrease thereafter in such person's ownership of
            securities, shall be disregarded until such person increases in any
            manner, directly or indirectly, such person's beneficial ownership
            of any securities of the Company.

      1.5. "Code" shall mean the United States Internal Revenue Code of 1986,
including effective date and transition rules (whether or not codified). Any
reference herein to a specific section of the Code shall be deemed to include a
reference to any corresponding provision of future law.

      1.6. "Committee" shall mean the Compensation Committee of the Board.

      1.7. "Company" shall mean Fidelity National Financial, Inc.

      1.8. "Effective Date" shall mean November 12, 1996.

      1.9. "Director" shall mean a member of the Board and any person who is an
advisory or honorary director of the Company if such person is considered a
director for the purposes of Section 16 of the Exchange Act, as determined by
reference to such Section 16 and to the rules, regulations, judicial decisions,
and interpretative or "no-action" positions with respect thereto of the
Securities and Exchange Commission, as the same may be in effect or set forth
from time to time.

      1.10. "Exchange Act" shall mean the Securities Exchange Act of 1934. Any
reference herein to a specific section of the Exchange Act shall be deemed to
include a reference to any corresponding provision of future law

      1.11. "Exercise Price" shall mean the price at which an Optionee may
purchase a share of Stock under a Stock Option Agreement.

      1.12. "Fair Market Value" on any date shall mean (i) the closing sales
price of the Stock, regular way, on such date on the national securities
exchange having the greatest volume of trading in the Stock during the
thirty-day period preceding the day the value is to be determined or, if such
exchange was not open for trading on such date, the next preceding date on which
it was open; (ii)

                                       2


if the Stock is not traded on any national securities exchange, the average of
the closing high bid and low asked prices of the Stock on the over-the-counter
market on the day such value is to be determined, or in the absence of closing
bids on such day, the closing bids on the next preceding day on which there were
bids; or (iii) if the Stock also is not traded on the over-the-counter market,
the fair market value as determined in good faith by the Board or the Committee
based on such relevant facts as may be available to the Board, which may include
opinions of independent experts, the price at which recent sales have been made,
the book value of the Stock, and the Company's current and future earnings.

      1.13. "Grantee" shall mean a person who is an Optionee or a person who has
received an Award of Restricted Stock or an SAR.

      1.14. "Incentive Stock Option" shall mean an option to purchase any stock
of the Company, which complies with and is subject to the terms, limitations and
conditions of Section 422 of the Code and any regulations promulgated with
respect thereto

      1.15. "Non-Employee Director" shall have the meaning set forth in Rule
16b-3 under the Exchange Act, as the same may be in effect from time to time, or
in any successor rule thereto, and shall be determined for all purposes under
the Plan according to interpretative or "no-action" positions with respect
thereto issued by the Securities and Exchange Commission.

      1.16. "Officer" shall mean a person who constitutes an officer of the
Company for the purposes of Section 16 of the Exchange Act, as determined by
reference to such Section 16 and to the rules, regulations, judicial decisions,
and interpretative or "no-action" positions with respect thereto of the
Securities and Exchange Commission, as the same may be in effect or set forth
from time to time.

      1.17. "Option" shall mean an option, whether or not an Incentive Stock
Option, to purchase Stock granted pursuant to the provisions of Article VI
hereof.

      1.18. "Optionee" shall mean a person to whom an Option has been granted
hereunder.

      1.19. "Permanent and Total Disability" shall have the same meaning as
given to that term by Code Section 22(e)(3) and any regulations or rulings
promulgated thereunder.

      1.20. "Plan" shall mean The Intercept Group, Inc. Amended and Restated
1996 Stock Option Plan, as Amended and Restated November 8, 2004, the terms of
which are set forth herein.

      1.21. "Purchasable" shall refer to Stock which may be purchased by an
Optionee under the terms of this Plan on or after a certain date specified in
the applicable Stock Option Agreement.

      1.22. "Qualified Domestic Relations Order" shall have the meaning set
forth in the Code or in the Employee Retirement Income Security Act of 1974, or
the rules and regulations promulgated under the Code or such Act.

      1.23. "Reload Option" shall have the meaning set forth in Section 6.8
hereof.

                                       3


      1.24. "Restricted Stock" shall mean Stock issued, subject to restrictions,
to a Grantee pursuant to Article VII hereof.

      1.25. "Restriction Agreement" shall mean the agreement setting forth the
terms of an Award, and executed by a Grantee as provided in Section 7.1 hereof.

      1.26. "SAR" means a stock appreciation right, which is the right to
receive an amount equal to the appreciation, if any, in the Fair Market Value of
a share of Stock from the date of the grant of the right to the date of its
payment, all as provided in Article VIII hereof.

      1.27. "SAR Price" means the base value established by the Committee for a
SAR on the date the SAR is granted and which is used in determining the amount
of benefit, if any, paid to a Grantee.

      1.28. "Section 16 Insider" shall mean any person who is subject to the
provisions of Section 16 of the Exchange Act, as provided in Rule 16a-2
promulgated pursuant to the Exchange Act.

      1.29. "Stock" shall mean the Common Stock, par value $0.0001 per share, of
the Company.

      1.30. "Stock Option Agreement" shall mean an agreement between the Company
and an Optionee under which the Optionee may purchase Stock hereunder.

                                  ARTICLE II.
                                    THE PLAN

      2.1. Name. This Plan shall be known as "The Intercept Group, Inc. Amended
and Restated 1996 Stock Option Plan, as Amended and Restated November 8, 2004."

      2.2. Purpose. The purpose of the Plan is to advance the interests of the
Company, its subsidiaries, and its shareholders by affording certain employees
and Directors of the Company and its subsidiaries, as well as key consultants
and advisors to the Company or any subsidiary, an opportunity to acquire or
increase their proprietary interests in the Company. The objective of the
issuance of the Options and Awards is to promote the growth and profitability of
the Company and its subsidiaries because the Grantees will be provided with an
additional incentive to achieve the Company's objectives through participation
in its success and growth and by encouraging their continued association with or
service to the Company.

      2.3. Effective Date. The Plan originally became effective on November 12,
1996. The Plan was amended and restated on November 8, 2004.

      2.4. Shareholder Approval. If, at the time of any amendment to the Plan,
shareholder approval is required by the Code for Incentive Stock Options and
such shareholder approval has not been obtained (or is not obtained within 12
months thereof), any Incentive Stock Options issued under the Plan shall
automatically become options which do not qualify as Incentive Stock Options.

                                       4



                                  ARTICLE III.
                                  PARTICIPANTS

      The class of persons eligible to participate in the Plan shall consist of
all persons whose participation in the Plan the Committee determines to be in
the best interests of the Company which shall include, but not be limited to,
all Directors and employees, including but not limited to executive personnel,
of the Company or any subsidiary, as well as key consultants and advisors to the
Company or any subsidiary.

                                   ARTICLE IV.
                                 ADMINISTRATION

      4.1. Duties and Powers of the Committee. The Plan shall be administered by
the Committee. The Committee shall select one of its members as its Chairman and
shall hold its meetings at such times and places as it may determine. The
Committee shall keep minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it may deem necessary. The
Committee shall have the power to act by unanimous written consent in lieu of a
meeting, and to meet by telephone. In administering the Plan, the Committee's
actions and determinations shall be binding on all interested parties. The
Committee shall have the power to grant Options or Awards in accordance with the
provisions of the Plan and may grant Options and Awards singly, in combination,
or in tandem. Subject to the provisions of the Plan, the Committee shall have
the discretion and authority to determine those individuals to whom Options or
Awards will be granted and whether such Options shall be accompanied by the
right to receive Reload Options, the number of shares of Stock subject to each
Option or Award, such other matters as are specified herein, and any other terms
and conditions of a Stock Option Agreement or Restriction Agreement. The
Committee shall also have the discretion and authority to delegate to any
Officer its powers to grant Options or Awards under the Plan to any person who
is an employee of the Company but not an Officer or Director. To the extent not
inconsistent with the provisions of the Plan, the Committee may give a Grantee
an election to surrender an Option or Award in exchange for the grant of a new
Option or Award, and shall have the authority to amend or modify an outstanding
Stock Option Agreement or Restriction Agreement, or to waive any provision
thereof, provided that the Grantee consents to such action.

      4.2. Interpretation; Rules. Subject to the express provisions of the Plan,
the Committee also shall have complete authority to interpret the Plan, to
prescribe, amend, and rescind rules and regulations relating to it, to determine
the details and provisions of each Stock Option Agreement, and to make all other
determinations necessary or advisable for the administration of the Plan,
including, without limitation, the amending or altering of the Plan and any
Options or Awards granted hereunder as may be required to comply with or to
conform to any federal, state, or local laws or regulations.

      4.3. No Liability. Neither any member of the Board nor any member of the
Committee shall be liable to any person for any act or determination made in
good faith with respect to the Plan or any Option or Award granted hereunder.

      4.4. Majority Rule. A majority of the members of the Committee shall
constitute a quorum, and any action taken by a majority at a meeting at which a
quorum is present, or any action

                                       5


taken without a meeting evidenced by a writing executed by all the members of
the Committee, shall constitute the action of the Committee.

      4.5. Company Assistance. The Company shall supply full and timely
information to the Committee on all matters relating to eligible persons, their
employment, death, retirement, disability, or other termination of employment,
and such other pertinent facts as the Committee may require. The Company shall
furnish the Committee with such clerical and other assistance as is necessary in
the performance of its duties.

                                   ARTICLE V.
                         SHARES OF STOCK SUBJECT TO PLAN

      5.1. Limitations. Subject to any antidilution adjustment pursuant to the
provisions of Section 5.2 hereof, the maximum number of shares of Stock that may
be issued hereunder shall be 1,239,806, and not more than 150,000 shares of
Stock may be made subject to Options to any individual in the aggregate in any
one fiscal year of the Company, such limitation to be applied in a manner
consistent with the requirements of, and only to the extent required for
compliance with, the exclusion from the limitation on deductibility of
compensation under Section 162(m) of the Code. Except in connection with an
adjustment made pursuant to Section 5.2, there will no increases to the number
of shares of Stock that may be issued under the Plan. Any or all shares of Stock
subject to the Plan may be issued in any combination of Incentive Stock Options,
non-Incentive Stock Options, Restricted Stock, or SARs. Subject to adjustment
under Section 5.2 below, the total number of shares of Stock issuable pursuant
to Incentive Stock Options may not be more than 1,239,806. Shares subject to an
Option or issued as an Award may be either authorized and unissued shares or
shares issued and later acquired by the Company. The shares covered by any
unexercised portion of an Option or Award that has terminated for any reason or
any forfeited portion of an Option or Award, and shares tendered for cashless
exercise and withheld for taxes may not again be optioned or awarded under the
Plan.

      5.2. Antidilution.

            (a) If (1) the outstanding shares of Stock are changed into or
exchanged for a different number or kind of shares or other securities of the
Company by reason of merger, consolidation, reorganization, recapitalization,
reclassification, combination or exchange of shares, or stock split or stock
dividend, (2) any spin-off, spin-out or other distribution of assets materially
affects the price of the Company's stock, or (3) there is any assumption and
conversion to the Plan by the Company of an acquired company's outstanding
option grants, then:

                  (i) the aggregate number and kind of shares of Stock for which
            Options or Awards may be granted hereunder shall be adjusted
            proportionately by the Committee; and

                  (ii) the rights of Optionees (concerning the number of shares
            subject to Options and the Exercise Price) under outstanding Options
            and the rights of the holders of Awards (concerning the terms and
            conditions of the lapse of any then-remaining restrictions), shall
            be adjusted proportionately by the Committee.

                                       6


            (b) In the event of an anticipated Change in Control or the Company
shall be a party to any reorganization, involving merger, consolidation, or
acquisition of the stock or substantially all the assets of the Company, the
Board or the Committee, in its discretion, may:

                  (i) notwithstanding other provisions hereof, declare that all
            Options granted under the Plan shall become exercisable immediately
            notwithstanding the provisions of the respective Stock Option
            Agreements regarding exercisability, that all such Options shall
            terminate 90 days after the Committee gives written notice of the
            immediate right to exercise all such Options and of the decision to
            terminate all Options not exercised within such 90-day period, and
            that all then-remaining restrictions pertaining to Awards under the
            Plan shall immediately lapse; and/or

                  (ii) notify all Grantees that all Options or Awards granted
            under the Plan shall be assumed by the successor corporation or
            substituted on an equitable basis with options or restricted stock
            issued by such successor corporation.

            (c) If the Company is to be liquidated or dissolved in connection
with a reorganization described in Section 5.2(b), the provisions of such
Section shall apply. In all other instances, the adoption of a plan of
dissolution or liquidation of the Company shall, notwithstanding other
provisions hereof, cause all then remaining restrictions pertaining to Awards
under the Plan to lapse, and shall cause every Option outstanding under the Plan
to terminate to the extent not exercised prior to the adoption of the plan of
dissolution or liquidation by the shareholders, provided that, notwithstanding
other provisions hereof, the Committee may declare all Options granted under the
Plan to be exercisable at any time on or before the fifth business day following
such adoption notwithstanding the provisions of the respective Stock Option
Agreements regarding exercisability.

            (d) The adjustments described in paragraphs (a) through (c) of this
Section 5.2, and the manner of their application, shall be determined solely by
the Board or the Committee, and any such adjustment may provide for the
elimination of fractional share interests; provided, however, that any
adjustment made by the Board or the Committee shall be made in a manner that
will not cause an Incentive Stock Option to be other than an Incentive Stock
Option under applicable statutory and regulatory provisions. The adjustments
required under this Article V shall apply to any successors of the Company and
shall be made regardless of the number or type of successive events requiring
such adjustments.

                                   ARTICLE VI.
                                     OPTIONS

      6.1. Types of Options Granted. The Committee may, under this Plan, grant
either Incentive Stock Options or Options which do not qualify as Incentive
Stock Options. Within the limitations provided in this Plan, both types of
Options may be granted to the same person at the same time, or at different
times, under different terms and conditions, as long as the terms and conditions
of each Option are consistent with the provisions of the Plan. Without
limitation of the foregoing, Options may be granted subject to conditions based
on the financial performance of the Company or any other factor the Committee
deems relevant.

                                       7


      6.2. Option Grant and Agreement. Each Option granted hereunder shall be
evidenced by minutes of a meeting or the written consent of the Committee and by
a written Stock Option Agreement executed by the Company and the Optionee. The
terms of the Option, including the Option's duration, time or times of exercise,
exercise price, whether the Option is intended to be an Incentive Stock Option,
and whether the Option is to be accompanied by the right to receive a Reload
Option, shall be stated in the Stock Option Agreement. No Incentive Stock Option
may be granted more than ten years after the earlier to occur of the Effective
Date or the date of the Plan is approved by the Company's shareholders. Separate
Stock Option Agreements may be used for Options intended to be Incentive Stock
Options and those not so intended, but any failure to use such separate
agreements shall not invalidate, or otherwise adversely affect the Optionee's
interest in, the Options evidenced thereby.

      6.3. Optionee Limitation. The Committee shall not grant an Incentive Stock
Option to any person who, at the time the Incentive Stock Option is granted:

            (a) is not an employee of the Company or any of its subsidiaries; or

            (b) owns or is considered to own stock possessing at least 10% of
the total combined voting power of all classes of stock of the Company or any of
its parent or subsidiary corporations; provided, however, that this limitation
shall not apply if at the time an Incentive Stock Option is granted the Exercise
Price is at least 110% of the Fair Market Value of the Stock subject to such
Option and such Option by its terms would not be exercisable after five years
from the date on which the Option is granted.

      6.4. $100,000 Limitation. Except as provided below, the Committee shall
not grant an Incentive Stock Option to, or modify the exercise provisions of
outstanding Incentive Stock Options held by, any person who, at the time the
Incentive Stock Option is granted (or modified), would thereby receive or hold
any Incentive Stock Options of the Company and any parent or subsidiary of the
Company, such that the aggregate Fair Market Value (determined as of the
respective dates of grant or modification of each option) of the stock with
respect to which such Incentive Stock Options are exercisable for the first time
during any calendar year is in excess of $100,000 (or such other limit as may be
prescribed by the Code from time to time); provided that the foregoing
restriction on modification of outstanding Incentive Stock Options shall not
preclude the Committee from modifying an outstanding Incentive Stock Option if,
as a result of such modification and with the consent of the Optionee, such
Option no longer constitutes an Incentive Stock Option; and provided that, if
the $100,000 limitation (or such other limitation prescribed by the Code)
described in this Section 6.4 is exceeded, the Incentive Stock Option, the
granting or modification of which resulted in the exceeding of such limit, shall
be treated as an Incentive Stock Option up to the limitation and the excess
shall be treated as an Option not qualifying as an Incentive Stock Option.

      6.5. Exercise Price. The Exercise Price of the Stock subject to each
Option shall be determined by the Committee. Subject to the provisions of
Section 6.3(b) hereof, the Exercise Price of an Incentive Stock Option shall not
be less than the Fair Market Value of the Stock as of the date the Option is
granted (or in the case of an Incentive Stock Option that is subsequently
modified, on the date of such modification).

                                       8


      6.6. Exercise Period. The period for the exercise of each Option granted
hereunder shall be determined by the Committee, but the Stock Option Agreement
with respect to each Option intended to be an Incentive Stock Option shall
provide that such Option shall not be exercisable after the expiration of ten
years from the date of grant (or modification) of the Option. In addition, no
Incentive Stock Option granted under the Plan shall be exercisable prior to
shareholder approval of the Plan.

      6.7. Option Exercise.

            (a) Unless otherwise provided in the Stock Option Agreement or
Section 6.6 hereof, an Option may be exercised at any time or from time to time
during the term of the Option as to any or all full shares which have become
Purchasable under the provisions of the Option, but not at any time as to less
than 100 shares unless the remaining shares that have become so Purchasable are
less than 100 shares. The Committee shall have the authority to prescribe in any
Stock Option Agreement that the Option may be exercised only in accordance with
a vesting schedule during the term of the Option.

            (b) An Option shall be exercised by (i) delivery to the Company at
its principal office a written notice of exercise with respect to a specified
number of shares of Stock and (ii) payment to the Company at that office of the
full amount of the Exercise Price for such number of shares in accordance with
Section 6.7(c). If requested by an Optionee, an Option may be exercised with the
involvement of a stockbroker in accordance with the federal margin rules set
forth in Regulation T (in which case the certificates representing the
underlying shares will be delivered by the Company directly to the stockbroker).

            (c) The Exercise Price is to be paid in full in cash upon the
exercise of the Option and the Company shall not be required to deliver
certificates for the shares purchased until such payment has been made;
provided, however, that in lieu of cash, all or any portion of the Exercise
Price may be paid by tendering to the Company shares of Stock duly endorsed for
transfer and owned by the Optionee, or by authorization to the Company to
withhold shares of Stock otherwise issuable upon exercise of the Option, in each
case to be credited against the Exercise Price at the Fair Market Value of such
shares on the date of exercise (however, no fractional shares may be so
transferred, and the Company shall not be obligated to make any cash payments in
consideration of any excess of the aggregate Fair Market Value of shares
transferred over the aggregate Exercise Price); provided further, that the Board
may provide in a Stock Option Agreement (or may otherwise determine in its sole
discretion at the time of exercise) that, in lieu of cash or shares, all or a
portion of the Exercise Price may be paid by the Optionee's execution of a
recourse note equal to the Exercise Price or relevant portion thereof, subject
to compliance with applicable state and federal laws, rules and regulations.

            (d) In addition to and at the time of payment of the Exercise Price,
the Optionee shall pay to the Company in cash the full amount of any federal,
state, and local income, employment, or other withholding taxes applicable to
the taxable income of such Optionee resulting from such exercise. However, in
the discretion of the Committee any Stock Option Agreement may provide that all
or any portion of such tax obligations, together with additional taxes not
exceeding the actual additional taxes to be owed by the Optionee as a result of
such exercise, may, upon the irrevocable election of the Optionee, be paid by
tendering to the Company whole shares of Stock

                                       9


duly endorsed for transfer and owned by the Optionee, or by authorization to the
Company to withhold shares of Stock otherwise issuable upon exercise of the
Option, in either case in that number of shares having a Fair Market Value on
the date of exercise equal to the amount of such taxes thereby being paid, and
subject to such restrictions as to the approval and timing of any such election
as the Committee may from time to time determine to be necessary or appropriate
to satisfy the conditions of the exemption set forth in Rule 16b-3 under the
Exchange Act, if such rule is applicable.

            (e) The holder of an Option shall not have any of the rights of a
shareholder with respect to the shares of Stock subject to the Option until such
shares have been issued and transferred to the Optionee upon the exercise of the
Option.

      6.8. Reload Options.

            (a) The Committee may specify in a Stock Option Agreement (or may
otherwise determine in its sole discretion) that a Reload Option shall be
granted, without further action of the Committee, (i) to an Optionee who
exercises an Option (including a Reload Option) by surrendering shares of Stock
in payment of amounts specified in Sections 6.7(c) or 6.7(d) hereof, (ii) for
the same number of shares as are surrendered to pay such amounts, (iii) as of
the date of such payment and at an Exercise Price equal to the Fair Market Value
of the Stock on such date, and (iv) otherwise on the same terms and conditions
as the Option whose exercise has occasioned such payment, subject to such other
conditions or terms as the Committee shall specify at the time such exercised
Option is granted.

            (b) Unless provided otherwise in the Stock Option Agreement, a
Reload Option may not be exercised by an Optionee (i) prior to the end of a
one-year period from the date that the Reload Option is granted, and (ii) unless
the Optionee retains beneficial ownership of the shares of Stock issued to such
Optionee upon exercise of the Option referred to above in Section 6.8(a)(i) for
a period of one year from the date of such exercise.

      6.9. Nontransferability of Option. No Option shall be transferable by an
Optionee other than by will or the laws of descent and distribution or, in the
case of non-Incentive Stock Options, pursuant to a Qualified Domestic Relations
Order, and no Option shall be transferable by an Optionee who is a Section 16
Insider prior to shareholder approval of the Plan. During the lifetime of an
Optionee, Options shall be exercisable only by such Optionee (or by such
Optionee's guardian or legal representative, should one be appointed).

      6.10. Termination of Employment or Service. The Committee shall have the
power to specify, with respect to the Options granted to a particular Optionee,
the effect upon such Optionee's right to exercise an Option of termination of
such Optionee's employment or service under various circumstances, which effect
may include immediate or deferred termination of such Optionee's rights under an
Option, or acceleration of the date at which an Option may be exercised in full;
provided, however, that in no event may an Incentive Stock Option be exercised
after the expiration of ten years from the date of grant thereof. Unless a Stock
Option Agreement specifically provides otherwise, in the event the recipient of
an Option or Award is terminated from his or her employment or other service to
the Company or its subsidiaries for Cause, Options and Awards,

                                       10


whether vested or unvested, granted to such person shall terminate immediately
and shall not thereafter be exercisable.

      6.11. Employment Rights. Nothing in the Plan or in any Stock Option
Agreement shall confer on any person any right to continue in the employ of the
Company or any of its subsidiaries, or shall interfere in any way with the right
of the Company or any of its subsidiaries to terminate such person's employment
at any time.

      6.12. Certain Successor Options. To the extent not inconsistent with the
terms, limitations and conditions of Code Section 422 and any regulations
promulgated with respect thereto, an Option issued in respect of an option held
by an employee to acquire stock of any entity acquired, by merger or otherwise,
by the Company (or any subsidiary of the Company) may contain terms that differ
from those stated in this Article VI, but solely to the extent necessary to
preserve for any such employee the rights and benefits contained in such
predecessor option, or to satisfy the requirements of Code Section 424(a).

      6.13. Effect of Change in Control. The Committee may determine, at the
time of granting an Option or thereafter, that such Option shall become
exercisable on an accelerated basis in the event that a Change in Control occurs
with respect to the Company (and the Committee shall have the discretion to
modify the definition of a Change in Control in a particular Option Agreement).
If the Committee finds that there is a reasonable possibility that, within the
succeeding six months, a Change in Control will occur with respect to the
Company, then the Committee may determine that all outstanding Options shall be
exercisable on an accelerated basis.

                                  ARTICLE VII.
                                RESTRICTED STOCK

      7.1. Awards of Restricted Stock. The Committee may grant Awards of
Restricted Stock, which shall be governed by a Restriction Agreement between the
Company and the Grantee. Each Restriction Agreement shall contain such
restrictions, terms, and conditions as the Committee may, in its discretion,
determine, and may require that an appropriate legend be placed on the
certificates evidencing the subject Restricted Stock. Shares of Restricted Stock
granted pursuant to an Award hereunder shall be issued in the name of the
Grantee as soon as reasonably practicable after the Award is granted, provided
that the Grantee has executed the Restriction Agreement governing the Award, the
appropriate blank stock powers, and, in the discretion of the Committee, an
escrow agreement and any other documents which the Committee may require as a
condition to the issuance of such shares. If a Grantee shall fail to execute the
foregoing documents within any time period prescribed by the Committee, the
Award shall be void. At the discretion of the Committee, shares issued in
connection with an Award may be held by the Company for the account of the
Grantee or deposited together with the stock powers with an escrow agent
designated by the Committee. Unless the Committee determines otherwise and as
set forth in the Restriction Agreement, upon issuance of the shares, the Grantee
shall have all of the rights of a shareholder with respect to such shares,
including the right to vote the shares and to receive all dividends or other
distributions paid or made with respect to the shares.

      7.2. Non-Transferability. Until any restrictions upon Restricted Stock
awarded to a Grantee shall have lapsed in a manner set forth in Section 7.3,
such shares of Restricted Stock shall

                                       11


not be transferable other than by will or the laws of descent and distribution,
or pursuant to a Qualified Domestic Relations Order, nor shall they be delivered
to the Grantee.

      7.3. Lapse of Restrictions. Restrictions upon Restricted Stock awarded
Hereunder shall lapse at such time or times and on such terms and conditions as
the Committee may, in its discretion, determine at the time the Award is granted
or thereafter.

      7.4. Termination of Employment. The Committee shall have the power to
specify, with respect to each Award granted to any particular Grantee, the
effect upon such Grantee's rights with respect to such Restricted Stock of the
termination of such Grantee's employment under various circumstances, which
effect may include immediate or deferred forfeiture of such Restricted Stock or
acceleration of the date at which any then-remaining restrictions shall lapse.

      7.5. Treatment of Dividends. At the time an Award of Restricted Stock is
made the Committee may, in its discretion, determine that the payment to the
Grantee of any dividends, or a specified portion thereof, declared or paid on
such Restricted Stock shall be (i) deferred until the lapsing of the relevant
restrictions and (ii) held by the Company for the account of the Grantee until
such lapsing. In the event of such deferral, there shall be credited at the end
of each year (or portion thereof) interest on the amount of the account at the
beginning of the year at a rate per annum determined by the Committee.

      Payment of deferred dividends, together with interest thereon, shall be
made upon the lapsing of restrictions imposed on such Restricted Stock, and any
dividends deferred (together with any interest thereon) in respect of Restricted
Stock shall be forfeited upon any forfeiture of such Restricted Stock.

      7.6. Delivery of Shares. Except as provided otherwise in Article IX below,
within a reasonable period of time following the lapse of the restrictions on
shares of Restricted Stock, the Committee shall cause a stock certificate to be
delivered to the Grantee with respect to such shares and such shares shall be
free of all restrictions hereunder.

                                  ARTICLE VIII.
                            STOCK APPRECIATION RIGHTS

      8.1. SAR Grants. The Committee, in its sole discretion, may grant to any
Grantee a SAR. The Committee may impose such conditions or restrictions on the
exercise of any SAR as it may deem appropriate, including, without limitation,
restricting the time of exercise of the SAR to specified periods as may be
necessary to satisfy the requirements of Rule 16b-3.

      8.2. Determination of Price. The SAR Price shall be established by the
Committee in its sole discretion. The SAR Price shall not be less than 100% of
the Fair Market Value of the Stock on the date the SAR is granted for a SAR
issued in tandem with an Incentive Stock Option.

      8.3. Exercise of a SAR. Upon exercise of a SAR, the Grantee shall be
entitled, subject to the terms and conditions of this Plan and the Agreement, to
receive the excess for each share of Stock being exercised under the SAR of (i)
the Fair Market Value of such share of Stock on the date of exercise over (ii)
the SAR Price for such share of Stock.

                                       12


      8.4. Payment for a SAR. At the sole discretion of the Committee, the
payment of such excess shall be made in (i) cash, (ii) shares of Stock, or (iii)
a combination of both. Shares of Stock used for this payment shall be valued at
their Fair Market Value on the date of exercise of the applicable SAR.

      8.5. Status of a SAR under the Plan. Shares of Stock subject to an Award
of a SAR shall be considered shares of Stock which may be issued under the Plan
for purposes of Section 5.1 hereof, unless the Agreement making the Award of the
SAR provides that the exercise of such SAR results in the termination of an
unexercised Option for the same number of shares of Stock.

      8.6. Termination of Employment. The Committee shall have the power to
specify, with respect to each SAR granted to any particular Grantee, the effect
upon such Grantee's rights with respect to such SAR of the termination of such
Grantee's employment under various circumstances, which effect may include
immediate or deferred forfeiture of such SAR or acceleration of the date at
which any then-remaining restrictions shall lapse.

      8.7. No Shareholder Rights. The Grantee shall have no rights as a
shareholder with respect to a SAR. In addition, no adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or rights except as provided in Section 5.2 hereof.

                                   ARTICLE IX.
                               STOCK CERTIFICATES

      The Company shall not be required to issue or deliver any certificate for
shares of Stock purchased upon the exercise of any Option granted hereunder or
any portion thereof, or deliver any certificate for shares of Restricted Stock
granted hereunder, prior to fulfillment of all of the following conditions:

            (a) The admission of such shares to listing on all stock exchanges
on which the Stock is then listed;

            (b) The completion of any registration or other qualification of
such shares which the Committee shall deem necessary or advisable under any
federal or state law or under the rulings or regulations of the Securities and
Exchange Commission or any other governmental regulatory body;

            (c) The obtaining of any approval or other clearance from any
federal or state governmental agency or body which the Committee shall determine
to be necessary or advisable; and

            (d) The lapse of such reasonable period of time following the
exercise of the Option as the Board from time to time may establish for reasons
of administrative convenience.

      Stock certificates issued and delivered to Grantees shall bear such
restrictive legends as the Company shall deem necessary or advisable pursuant to
applicable federal and state Securities laws.

                                       13


                                   ARTICLE X.
                            TERMINATION AND AMENDMENT

      10.1. Termination and Amendment. The Board may at any time terminate the
Plan, and may at any time and from time to time and in any respect amend the
Plan; provided, however, that the Board (unless its actions are approved or
ratified by the shareholders of the Company within twelve months of the date
that the Board amends the Plan) may not amend the Plan to:

            (a) Increase the total number of shares of Stock issuable pursuant
to Incentive Stock Options, except as contemplated in Sections 5.1 and 5.2;

            (b) Change the class of employees eligible to receive Incentive
Stock Options that may participate in the Plan; or

            (c) Otherwise materially increase the benefits accruing to
recipients of Incentive Stock Options under the Plan.

Notwithstanding anything herein to the contrary, no Options or Awards may be
granted under the Plan after November 8, 2004, and the Plan shall automatically
terminate without the requirement of action by the Board once there are not
outstanding Options and Awards.

      10.2. Effect on Grantee's Rights. No termination, amendment, or
modification of the Plan shall affect adversely a Grantee's rights under a Stock
Option Agreement or Restriction Agreement without the consent of the Grantee or
his legal representative.

                                  ARTICLE XI.
                    RELATIONSHIP TO OTHER COMPENSATION PLANS

      The adoption of the Plan shall not affect any other stock option,
incentive, or other compensation plans in effect for the Company or any of its
subsidiaries; nor shall the adoption of the Plan preclude the Company or any of
its subsidiaries from establishing any other form of incentive or other
compensation plan for employees or Directors of the Company or any of its
subsidiaries.

                                  ARTICLE XII.
                                  MISCELLANEOUS

      12.1. Replacement or Amended Grants. At the sole discretion of the
Committee, and subject to the terms of the Plan, the Committee may modify
outstanding Options or Awards or accept the surrender of outstanding Options or
Awards and grant new Options or Awards in substitution for them. However no
modification of an Option or Award shall adversely affect a Grantee's rights
under a Stock Option Agreement or Restriction Agreement without the consent of
the Grantee or his legal representative.

      12.2. Forfeiture for Competition. If a Grantee provides services to a
competitor of the Company or any of its subsidiaries, whether as an employee,
officer, director, independent contractor, consultant, agent, or otherwise, such
services being of a nature that can reasonably be

                                       14


expected to involve the skills and experience used or developed by the Grantee
while an employee of the Company or subsidiary, then that Grantee's rights under
any Options outstanding hereunder shall be forfeited and terminated, and any
shares of Restricted Stock held by such Grantee subject to remaining
restrictions shall be forfeited, subject in each case to a determination to the
contrary by the Committee.

      12.3. Plan Binding on Successors. The Plan shall be binding upon the
successors and assigns of the Company.

      12.4. Singular, Plural; Gender. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender.

      12.5. Headings, etc., No Part of Plan. Headings of Articles and Sections
hereof are inserted for convenience and reference; they do not constitute part
of the Plan.

      12.6. Interpretation. With respect to Section 16 Insiders, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the Exchange Act. To the extent any provision of
the Plan or action by the Plan administrators fails to so comply, it shall be
deemed void to the extent permitted by law and deemed advisable by the Plan
administrators.

                                       15

EX-99.3

                                                                    EXHIBIT 99.3

                                 INTERCEPT, INC.
                             2002 STOCK OPTION PLAN

                    AS AMENDED AND RESTATED NOVEMBER 8, 2004

              EFFECTIVE NOVEMBER 8, 2004, NO OPTIONS OR AWARDS MAY

                           BE GRANTED UNDER THIS PLAN.



                                 INTERCEPT, INC.
                             2002 STOCK OPTION PLAN

                    AS AMENDED AND RESTATED NOVEMBER 8, 2004

                                   ARTICLE I.
                                   DEFINITIONS

As used in this Plan, the following terms have the following meanings unless the
context clearly indicates to the contrary:

"Acquisition" means (i) any consolidation or merger of the Company with or into
any other corporation or other entity or person in which the shareholders of the
Company before such consolidation or merger own less than fifty percent (50%) of
the Company's voting power immediately after such consolidation or merger; or
(ii) a sale of all or substantially all of the assets of the Company.

"Applicable Laws" means the requirements relating to the administration of stock
option and restricted stock plans under U.S. state corporate laws, U.S. federal
and state securities laws, the Code, any stock exchange or quotation system on
which the Stock is listed or quoted and the applicable laws of any foreign
country or jurisdiction where Options or Restricted Stock is granted under the
Plan.

"Award" means a grant of Restricted Stock.

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

"Cause" means

                  (i) with respect to the Company or any subsidiary that employs
            the recipient of an Award or Option (the "recipient") or for which
            such recipient primarily performs services, the commission by the
            recipient of an act of fraud, embezzlement, theft or proven
            dishonesty, or any other illegal act or practice (whether or not
            resulting in criminal prosecution or conviction), or any act or
            practice that the Committee shall, in good faith, deem to have
            resulted in the recipient's becoming unbondable under the Company's
            or the subsidiary's fidelity bond;

                  (ii) the willful engaging by the recipient in misconduct that
            the Committee deems, in good faith, to be materially injurious to
            the Company or any subsidiary, monetarily or otherwise, including,
            but not limited, improperly disclosing trade secrets or other
            confidential or sensitive business information and data about the
            Company or any subsidiaries and competing with the Company or its
            subsidiaries, or soliciting employees, consultants or customers of
            the Company in violation of law or any employment or other agreement
            to which the recipient is a party; or



                  (iii) the willful and continued failure or habitual neglect by
            the recipient to perform his or her duties with the Company or the
            subsidiary substantially in accordance with the operating and
            personnel policies and procedures of the Company or the subsidiary
            generally applicable to all their employees. For purposes of this
            Plan, no act or failure to act by the recipient shall be deemed be
            "willful" unless done or omitted to be done by recipient not in good
            faith and without reasonable belief that the recipient's action or
            omission was in the best interest of the Company and/or the
            subsidiary.

Notwithstanding the foregoing, if the recipient has entered into an employment
agreement that is binding as of the date of employment termination, and if such
employment agreement defines "Cause," then the definition of "Cause" in such
agreement shall apply to the recipient in this plan. Whether "Cause" exists
under either (i), (ii) or (iii) in any particular circumstance shall be
determined by the Committee.

"Change in Control" means the occurrence of either of the following events:

            (a) A change in the composition of the Board as a result of which
fewer than one-half of the incumbent directors are directors who either:

                  (i) Had been directors of the Company 24 months before such
            change; or

                  (ii) Were elected, or nominated for election, to the Board
            with the affirmative votes of at least a majority of the directors
            who had been directors of the Company 24 months before such change
            and who were still in office at the time of the election or
            nomination; or

            (b) Any "person" (as such term is used in sections 13(d) and 14(d)
of the Exchange Act), other than any person who is a shareholder of the Company
on or before the Effective Date, by the acquisition or aggregation of securities
is or becomes the beneficial owner, directly or indirectly, of securities of the
Company representing fifty percent (50%) or more of the combined voting power of
the Company's then outstanding securities ordinarily (and apart from rights
accruing under special circumstances) having the right to vote at elections of
directors (the "Base Capital Stock"); except that any change in the relative
beneficial ownership of the Company's securities by any person resulting solely
from a reduction in the aggregate number of outstanding shares of Base Capital
Stock, and any decrease thereafter in such person's ownership of securities,
shall be disregarded until such person increases in any manner, directly or
indirectly, such person's beneficial ownership of any securities of the Company.

"Code" means the United States Internal Revenue Code of 1986, including
effective date and transition rules (whether or not codified). Any reference in
this Plan to a specific section of the Code shall be deemed to include a
reference to any corresponding provision of future law.

"Committee" means the Compensation Committee of the Board.

"Company" means Fidelity National Financial, Inc.

                                       2


"Consultant" means any consultant or adviser if: (i) the consultant or adviser
renders bona fide services to the Company or any subsidiary of the Company; (ii)
the services rendered by the consultant or adviser are not in connection with
the offer or sale of securities in a capital-raising transaction and do not
directly or indirectly promote or maintain a market for the Company's
securities; and (iii) the consultant or adviser is a natural person who has
contracted directly with the Company or any subsidiary of the Company to render
such services.

"Director" means a member of the Board.

"Effective Date" means May 22, 2002.

"Employee" means any person who is an employee (as defined in accordance with
Section 3401(c) of the Code) of the Company or any subsidiary of the Company. An
Officer or Director who meets the foregoing definition is an Employee. An
Employee shall not cease to be an Employee in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, any subsidiary, or any successor. Neither
service as a Director nor payment of a director's fee by the Company shall be
sufficient, by itself, to constitute "employment" by the Company.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

Any reference in this Plan to a specific section of the Exchange Act shall be
deemed to include a reference to any corresponding provision of future law.

"Exercise Price" means the price at which an Optionee may purchase a share of
Stock under a Stock Option Agreement.

"Fair Market Value" means, as of any date, the value of a share of Stock
determined as follows:

                  (i) if the Stock is listed on any established stock exchange
            or a national market system, including, without limitation, the
            Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq
            Stock Market, its Fair Market Value shall be the closing sales price
            for a share of the Stock (or the closing bid, if no sales were
            reported) as quoted on such exchange or system for the last market
            trading day prior to the time of determination, as reported in The
            Wall Street Journal or such other source as the Committee deems
            reliable;

                  (ii) if the Stock is regularly quoted by a recognized
            securities dealer but selling prices are not reported, its Fair
            Market Value shall be the mean between the high bid and low asked
            prices for a share of the Stock on the last market trading day prior
            to the day of determination; or

                  (iii) in the absence of an established market for the Stock,
            the Fair Market Value shall be determined in good faith by the
            Committee.

                                       3


"Grantee" means a person who is an Optionee or a person who has received an
Award of Restricted Stock.

"Incentive Stock Option" means an option to purchase any Stock that complies
with and is subject to the terms, limitations and conditions of Section 422 of
the Code and any regulations promulgated with respect to that Section of the
Code.

"Independent Director" means a Director who is not an Employee of the Company.

"Non-Employee Director" shall have the meaning provided in Rule 16b-3 under the
Exchange Act, as the same may be in effect from time to time, or in any
successor rule to it, and shall be determined for all purposes under the Plan
according to interpretative or "no-action" positions with respect to it issued
by the SEC.

"Officer" means a person who constitutes an officer of the Company for the
purposes of Section 16 of the Exchange Act, as determined by reference to such
Section 16, and applicable SEC rules, regulations, and interpretative or
"no-action" positions, as the same may be in effect or provided from time to
time, and to applicable judicial decisions.

"Option" means an option, whether or not an Incentive Stock Option, to purchase
Stock granted pursuant to Article 6 of this Plan.

"Optionee" means a person to whom an Option has been granted under this Plan.

"Outside Director" has the meaning provided in Section 162(m) of the Code.

"Permanent and Total Disability" shall have the same meaning as given to that
term by Code Section 22(e)(3) and any regulations or rulings promulgated under
that Section of the Code.

"Plan" means InterCept, Inc. 2002 Stock Option Plan, as Amended and Restated
November 8, 2004.

"Purchasable" shall refer to Stock that may be purchased by an Optionee under
the terms of this Plan on or after a certain date specified in the applicable
Stock Option Agreement.

"Qualified Domestic Relations Order" shall have the meaning provided in the Code
or in the Employee Retirement Income Security Act of 1974, or the rules and
regulations promulgated under the Code or such Act.

"Reload Option" shall have the meaning given in Section 6.8 of this Plan.

"Restricted Stock" means Stock issued, subject to restrictions, to a Grantee
pursuant to Article 7 of this Plan.

"Restriction Agreement" means the agreement setting forth the terms of an Award,
and executed by a Grantee as provided in Section 7.1 of this Plan.

                                       4


"SEC" means the United States Securities and Exchange Commission.

"Section 16 Insider" means any person who is subject to the provisions of
Section 16 of the Exchange Act, as provided in Rule 16a-2 promulgated pursuant
to the Exchange Act.

"Stock" means the Common Stock, par value $0.0001 per share, of the Company.

"Stock Option Agreement" means an agreement between the Company and an Optionee
under which the Optionee may purchase Stock under this Plan.

                                   ARTICLE II.
                                    THE PLAN

      2.1. Name. This Plan shall be known as the "InterCept , Inc. 2002 Stock
Option Plan, as Amended and Restated November 8, 2004."

      2.2. Purpose. The purpose of the Plan is to advance the interests of the
Company, its subsidiaries, and its shareholders by affording certain Employees
and Directors of the Company and its subsidiaries, and Consultants to the
Company or any subsidiary, an opportunity to acquire or increase their
proprietary interests in the Company. The objective of the issuance of the
Options and Awards is to promote the growth and profitability of the Company and
its subsidiaries because the Grantees will be provided with an additional
incentive to achieve the Company's objectives through participation in its
success and growth and by encouraging their continued association with or
service to the Company.

      2.3. Effective Date. The Plan originally became effective on May 22, 2002.
The Plan was amended and restated on November 8, 2004

      2.4. Shareholder Approval. If, at the time of any amendment to the Plan,
shareholder approval is required by the Code for Incentive Stock Options and
such shareholder approval has not been obtained (or is not obtained within 12
months of that amendment), any Incentive Stock Options issued under the Plan
shall automatically become options that do not qualify as Incentive Stock
Options.

                                  ARTICLE III.
                                  PARTICIPANTS

The class of persons eligible to participate in the Plan shall consist of all
persons whose participation in the Plan the Committee determines to be in the
best interests of the Company, who shall include, but not be limited to, all
Directors, Employees (including but not limited to executive personnel) of the
Company or any subsidiary, and Consultants to the Company or any subsidiary.

                                       5


                                   ARTICLE IV.
                                 ADMINISTRATION

      4.1. Duties and Powers of the Committee.

            The Plan shall be administered by the Committee. Within the scope of
such authority, the Board or the Committee may delegate to a committee of one or
more members of the Board who are not Independent Directors the authority to
grant awards under the Plan to eligible persons who are either (1) not then
"covered employees," within the meaning of Section 162(m) of the Code and are
not expected to be "covered employees" at the time of recognition of income
resulting from such award or (2) not persons with respect to whom the Company
wishes to comply with Section 162(m) of the Code; and/or delegate to a committee
of one or more members of the Board who are not Non-employee Directors the
authority to grant awards under the Plan to eligible persons who are not then
subject to Section 16 of the Exchange Act.

            The Board may abolish the Committee at any time and re-vest in the
Board the Administration of the Plan. Appointment of Committee members shall be
effective upon acceptance of appointment. Committee members may resign at any
time by delivering written notice to the Board. Vacancies in the Committee may
only be filled by the Board. The Committee shall select one of its members as
its chairman and shall hold its meetings at such times and places as it may
determine. The Committee shall keep minutes of its meetings and shall make such
rules and regulations for the conduct of its business as it may deem necessary.
The Committee shall have the power to act by unanimous written consent in lieu
of a meeting, and to meet by telephone. In administering the Plan, the
Committee's actions and determinations shall be binding on all interested
parties.

            The Committee shall have the power to grant Options or Awards in
accordance with the provisions of the Plan and may grant Options and Awards
singly, in combination, or in tandem. Subject to the provisions of the Plan, the
Committee shall have the discretion and authority to determine those individuals
to whom Options or Awards will be granted and whether such Options shall be
accompanied by the right to receive Reload Options, the number of shares of
Stock subject to each Option or Award, such other matters as are specified in
this Plan, and any other terms and conditions of a Stock Option Agreement or
Restriction Agreement. To the extent not inconsistent with the provisions of the
Plan, the Committee may give a Grantee an election to surrender an Option or
Award in exchange for the grant of a new Option or Award, and shall have the
authority to amend or modify an outstanding Stock Option Agreement or
Restriction Agreement, or to waive any provision of it, provided that the
Grantee consents to such action.

      4.2. Interpretation; Rules. Subject to the express provisions of the Plan,
the Committee also shall have complete authority to interpret the Plan, to
prescribe, amend, and rescind rules and regulations relating to it, to determine
the details and provisions of each Stock Option Agreement, and to make all other
determinations necessary or advisable for the administration of the Plan,
including, without limitation, (i) amending or altering of the Plan and any
Options or Awards granted under this Plan as may be required to comply with or
to conform to any Applicable Laws, and (ii) providing that a Stock Option
Agreement may be evidenced and

                                       6


signed in electronic form and that an Option may be exercised and any other
notice may be given electronically, in each case in compliance with Applicable
Laws.

      4.3. No Liability. Neither any member of the Board nor any member of the
Committee shall be liable to any person for any act or determination made in
good faith with respect to the Plan or any Option or Award granted under this
Plan.

      4.4. Majority Rule. A majority of the members of the Committee shall
constitute a quorum, and any action taken by a majority at a meeting at which a
quorum is present, or any action taken without a meeting evidenced by a writing
executed by all the members of the Committee, shall constitute the action of the
Committee.

      4.5. Company Assistance. The Company shall supply full and timely
information to the Committee on all matters relating to eligible persons, their
employment, death, retirement, disability, or other termination of employment,
and such other pertinent facts as the Committee may require. The Company shall
furnish the Committee with such clerical and other assistance as is necessary in
the performance of its duties.

                                   ARTICLE V.
                         SHARES OF STOCK SUBJECT TO PLAN

      5.1. Limitations.

            (a) Subject to adjustment under Section 5.2 below, the maximum
number of shares of Stock that may be issued under this Plan shall be 384,283.
Any or all shares of Stock subject to the Plan may be issued in any combination
of Incentive Stock Options, non-Incentive Stock Options, and Restricted Stock.
Except in connection with an adjustment made pursuant to Section 5.2, there will
be no increases to the number of shares of Stock that may be issued under the
Plan. Subject to adjustment under Section 5.2 below, the total number of shares
of Stock issuable pursuant to Incentive Stock Options may not exceed 384,283.
Shares subject to an Option or issued as an Award may be either authorized and
unissued shares or shares issued and later acquired by the Company. At all times
the Company shall reserve and keep available a sufficient number of Shares as
shall be required to satisfy the requirements of all outstanding Options granted
under this Plan.

            (b) The shares covered by any unexercised portion of an Option or
Award that has terminated for any reason or any forfeited portion of an Option
or Award, and shares of Stock tendered to the Company in payment of the Exercise
Price or tax withholding on the exercise may not again be optioned or awarded
under the Plan.

            (c) Not more than 500,000 shares of Stock may be made subject to
Options to any individual in the aggregate in any one fiscal year of the
Company. The foregoing limitations shall be applied in a manner consistent with
the requirements of, and only to the extent required for compliance with, the
exclusion from the limitation on deductibility of compensation under Section
162(m) of the Code. For purposes of this Section 5.1(c), if an Option is
canceled in the same calendar year it was granted (other than in connection with
a transaction described in Article 8), the canceled Option will be counted
against the limit set forth in this Section 5.1(c).

                                       7


For this purpose, if the exercise price of an Option is reduced, the transaction
shall be treated as a cancellation of the Option and the grant of a new Option.

      5.2. Adjustments upon Changes in Capitalization, Merger or Asset Sale.

            (a) If the Committee determines that any dividend or other
distribution (whether in the form of cash, shares of Stock, other securities, or
other property), recapitalization, reclassification, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, liquidation, dissolution, share exchange, or sale, transfer,
exchange or other disposition of all or substantially all of the assets of the
Company, or exchange of Stock or other securities of the Company, issuance of
warrants or other rights to purchase Stock or other securities of the Company,
or other similar corporate transaction or event, in the Committee's sole
discretion, affects the Stock such that an adjustment is determined by the
Committee to be appropriate to prevent dilution or enlargement of the benefits
or potential benefits intended by the Company to be made available under the
Plan or with respect to any Option or Restricted Stock, then the Committee
shall, in such manner as it may deem equitable, adjust any or all of:

                  (i) the number and kind of shares of Stock (or other
            securities or property) with respect to which Options may be granted
            or Restricted Stock awarded (including, but not limited to,
            adjustments of the limitations in the Plan in Section 5.1);

                  (ii) the number and kind of shares of Stock (or other
            securities or property) subject to outstanding Options or Restricted
            Stock; and

                  (iii) the grant or exercise price with respect to any Option.

            (b) In the event of any transaction or event described in Section
5.2(a), the Committee, in its sole discretion, and on such terms and conditions
as it deems appropriate, either by the terms of the Option or Restricted Stock
or by action taken before the occurrence of such transaction or event and either
automatically or upon the Grantee's request, is hereby authorized to take any
one or more of the following actions whenever the Committee determines that such
action is appropriate to prevent dilution or enlargement of the benefits or
potential benefits intended by the Company to be made available under the Plan
or with respect to any Option or Restricted Stock granted or issued under the
Plan or to facilitate such transaction or event:

                  (i) to provide for either the purchase of any such Option or
            Restricted Stock for an amount of cash equal to the amount that
            could have been obtained upon the exercise of such Option or
            realization of the Grantee's rights had such Option or Restricted
            Stock been currently exercisable or fully vested or the replacement
            of such Option or Restricted Stock with other rights or property
            selected by the Committee in its sole discretion;

                  (ii) to provide that such Option shall be exercisable as to
            all shares covered thereby, notwithstanding anything to the contrary
            in the Plan or the provisions of such Option;

                                       8


                  (iii) to provide that such Option or Restricted Stock be
            assumed by the successor or survivor corporation, or a parent or
            subsidiary thereof, or shall be substituted for by similar options,
            rights or awards covering the stock of the successor or survivor
            corporation, or a parent or subsidiary thereof, with appropriate
            adjustments as to the number and kind of shares and prices;

                  (iv) to make adjustments in the number and type of shares of
            Stock (or other securities or property) subject to outstanding
            Options, and/or in the terms and conditions of (including the grant
            or exercise price), and the criteria included in, outstanding
            Options or Restricted Stock, or Options or Restricted Stock that may
            be granted in the future; and

                  (v) to provide that immediately upon, or on a specified date
            after, the consummation of such event, such Option shall not be
            exercisable and shall terminate.

            (c) Subject to Section 5.1, the Committee may, in its sole
discretion, include such further provisions and limitations in any Option or
Restriction Agreement or certificate, as it may deem equitable and in the best
interests of the Company.

            (d) If the Company undergoes an Acquisition, then any surviving
corporation or entity or acquiring corporation or entity, or affiliate of such
corporation or entity, may assume any Options or Restricted Stock outstanding
under the Plan or may substitute similar stock awards (including an award to
acquire the same consideration paid to the shareholders in the transaction
described in this Section 5.2(d)) for those outstanding under the Plan. If any
surviving corporation or entity or acquiring corporation or entity in an
Acquisition, or affiliate of such corporation or entity, does not assume such
Options or Restricted Stock or does not substitute similar stock awards for
those outstanding under the Plan, then

                  (i) with respect to Options or Restricted Stock held by
            Grantees whose status as an Employee or service provider has not
            terminated before such event, the vesting of such Options or
            Restricted Stock (and, if applicable, the time during which such
            awards may be exercised) shall be accelerated and made fully
            exercisable and all restrictions thereon shall lapse at least ten
            (10) days before the closing of the Acquisition (and the Options
            terminated if not exercised before the closing of such Acquisition),
            and

                  (ii) any other Options outstanding under the Plan shall be
            terminated if not exercised prior to the closing of the Acquisition.

            (e) The adjustments described in this Section 5.2, and the manner of
their application, shall be determined solely by the Committee, and any such
adjustment may provide for the elimination of fractional share interests;
provided, however, that any adjustment made by the Committee shall be made in a
manner that will not cause an Incentive Stock Option to be other than an
Incentive Stock Option under Applicable Laws. The adjustments required under
this Article 5 shall apply to any successors of the Company and shall be made
regardless of the number or type of successive events requiring such
adjustments.

                                       9


            (f) The existence of the Plan, any Option or Restriction Agreement
shall not affect or restrict in any way the right or power of the Company or the
shareholders of the Company to make or authorize any adjustment,
recapitalization, reorganization, or other change in the Company's capital
structure or its business, any merger or consolidation of the Company, any issue
of stock or of options, warrants or rights to purchase stock or of bonds,
debentures, preferred or prior preference stocks whose rights are superior to or
affect the Stock or that are convertible into or exchangeable for Stock, or the
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.

      5.3. Assumption of Options by the Company. he Company, from time to time,
also may substitute or assume outstanding options granted by another company,
whether in connection with an acquisition of such other company or otherwise, by
either; (a) granting an Option under this Plan in substitution of such other
company's option; or (b) assuming such option as if it had been granted under
this Plan if the terms of such assumed option could be applied to an Option
granted under this Plan. Such substitution or assumption will be permissible if
the holder of the substituted or assumed option would have been eligible to be
granted an Option under this Plan if the other company had applied the rules of
this Plan to such grant. If the Company assumes an award granted by another
company, the terms and conditions of such award will remain unchanged (except
that the exercise price and the number and nature of shares of Stock issuable
upon exercise of any such option will be adjusted appropriately pursuant to
Section 424(a) of the Code). If the Company elects to grant a new Option rather
than assuming an existing option, the new Option may be granted with a similarly
adjusted Exercise Price.

                                  ARTICLE VI.
                                    OPTIONS

      6.1. Types of Options Granted. The Committee may, under this Plan, grant
either Incentive Stock Options or Options that do not qualify as Incentive Stock
Options. Within the limitations provided in this Plan, both types of Options may
be granted to the same person at the same time, or at different times, under
different terms and conditions, as long as the terms and conditions of each
Option are consistent with the provisions of the Plan. Without limitation of the
foregoing, Options may be granted subject to conditions based on the financial
performance of the Company or any other factor the Committee deems relevant.

      6.2. Option Grant and Agreement. Each Option granted under this Plan shall
be evidenced by minutes of a meeting or the written consent of the Committee (or
its delegate(s) as permitted by Section 4.1(a)) and by a written Stock Option
Agreement executed by the Company and the Optionee. The terms of the Option,
including the Option's duration, time or times of exercise, exercise price,
whether the Option is intended to be an Incentive Stock Option, and whether the
Option is to be accompanied by the right to receive a Reload Option, shall be
stated in the Stock Option Agreement. No Incentive Stock Option may be granted
more than ten years after the date the Plan is approved by the Company's
shareholders. Separate Stock Option Agreements may be used for Options intended
to be Incentive Stock Options and those not so intended, but any failure to use
such separate agreements shall not invalidate, or otherwise adversely affect the
Optionee's interest in, the Options evidenced thereby.

                                       10


      6.3. Optionee Limitation. The Committee shall not grant an Incentive Stock
Option to any person who, at the time the Incentive Stock Option is granted:

            (a) is not an Employee of the Company or any of its subsidiaries; or

            (b) owns or is considered to own stock possessing at least 10% of
the total combined voting power of all classes of stock of the Company or any of
its parent or subsidiary corporations; provided, however, that this limitation
shall not apply if at the time an Incentive Stock Option is granted the Exercise
Price is at least 110% of the Fair Market Value of the Stock subject to such
Option and such Option by its terms would not be exercisable after five years
from the date on which the Option is granted.

      6.4. $100,000 Limitation. Except as provided below, the Committee shall
not grant an Incentive Stock Option to, or modify the exercise provisions of
outstanding Incentive Stock Options held by, any person who, at the time the
Incentive Stock Option is granted (or modified), would thereby receive or hold
any Incentive Stock Options of the Company and any parent or subsidiary of the
Company, such that the aggregate Fair Market Value (determined as of the
respective dates of grant or modification of each option) of the stock with
respect to which such Incentive Stock Options are exercisable for the first time
during any calendar year is in excess of $100,000 (or such other limit as may be
prescribed by the Code from time to time); provided that the foregoing
restriction on modification of outstanding Incentive Stock Options shall not
preclude the Committee from modifying an outstanding Incentive Stock Option if,
as a result of such modification and with the consent of the Optionee, such
Option no longer constitutes an Incentive Stock Option; and provided that, if
the $100,000 limitation (or such other limitation prescribed by the Code)
described in this Section 6.4 is exceeded, the Incentive Stock Option, the
granting or modification of which resulted in the exceeding of such limit, shall
be treated as an Incentive Stock Option up to the limitation and the excess
shall be treated as an Option not qualifying as an Incentive Stock Option.

      6.5. Exercise Price. The Exercise Price of the Stock subject to each
Option shall be determined by the Committee. Subject to the provisions of
Section 6.3(b) of this Plan, the Exercise Price of an Incentive Stock Option
shall not be less than the Fair Market Value of the Stock as of the date the
Option is granted (or in the case of an Incentive Stock Option that is
subsequently modified, on the date of such modification).

      6.6. Exercise Period. The period for the exercise of each Option granted
under this Plan shall be determined by the Committee, but the Stock Option
Agreement with respect to each Option intended to be an Incentive Stock Option
shall provide that such Option shall not be exercisable after the expiration of
ten years from the date of grant (or modification) of the Option.

      6.7. Option Exercise.

            (a) Unless otherwise provided in the Stock Option Agreement or
Section 6.6 of this Plan, an Option may be exercised at any time or from time to
time during the term of the Option as to any or all full shares that have become
Purchasable under the provisions of the Option, but not at any time as to fewer
than 100 shares unless the remaining shares that have

                                       11


become so Purchasable are fewer than 100 shares. The Committee shall have the
authority to prescribe in any Stock Option Agreement that the Option may be
exercised only in accordance with a vesting schedule during the term of the
Option.

            (b) An Option shall be exercised by (i) delivery to the Company at
its principal office (or, if the Committee so directs, to an administrator
designated by the Committee at such administrator's office) a written notice of
exercise with respect to a specified number of shares of Stock and (ii) payment
to the Company at that office of the full amount of the Exercise Price for such
number of shares in accordance with Section 6.7(c).

            (c) Payment for Shares purchased pursuant to this Plan may be made
in cash (by check) or, where expressly approved for the Optionee by the
Committee and where permitted by Applicable Laws:

                  (i) by cancellation of indebtedness of the Company to the
            Optionee;

                  (ii) by surrender of shares that either: (1) have been owned
            by the Optionee for more than six (6)months and have been paid for
            within the meaning of SEC Rule 144 (and, if such shares were
            purchased from the Company by use of a promissory note, such note
            has been fully paid with respect to such shares); or (2) were
            obtained by the Optionee in the public market;

                  (iii) by tender of a full recourse promissory note having such
            terms as may be approved by the Committee and bearing interest at a
            rate sufficient to avoid (1) imputation of income under Sections 483
            and 1274 of the Code and (2) variable accounting treatment under
            Financial Accounting Standards Board Interpretation No. 44 to APB
            No. 25; provided, however, that Optionees who are not Employees or
            Directors of the Company or any subsidiary shall not be entitled to
            purchase Shares with a promissory note unless the note is adequately
            secured by collateral other than the shares of Stock being
            purchased;

                  (iv) by waiver of compensation due or accrued to the Optionee
            for services rendered;

                  (v) with respect only to purchases upon exercise of an Option,
            and provided that a public market for the Company's stock exists and
            the transaction is done in a manner sufficient to avoid variable
            accounting treatment under Financial Accounting Standards Board
            Interpretation No. 44 to APB No. 25: (1) through a "same day sale"
            commitment from the Optionee and a broker-dealer that is a member of
            the National Association of Securities Dealers (an "NASD Dealer")
            whereby the Optionee irrevocably elects to exercise the Option and
            to sell a portion of the Shares so purchased to pay for the Exercise
            Price, and whereby the NASD Dealer irrevocably commits upon receipt
            of such Shares to forward the Exercise Price directly to the
            Company; or (2) through a "margin" commitment from the Optionee and
            a NASD Dealer whereby the Optionee irrevocably elects to exercise
            the Option and to pledge the Shares so purchased to

                                       12


            the NASD Dealer in a margin account as security for a loan from the
            NASD Dealer in the amount of the Exercise Price, and whereby the
            NASD Dealer irrevocably commits upon receipt of such Shares to
            forward the Exercise Price directly to the Company; or

                  (vi) by any combination of the foregoing.

            (d) In addition to and at the time of payment of the Exercise Price,
the Optionee shall pay to the Company in cash the full amount of any federal
federal, state, and local income, employment, or other withholding taxes
applicable to the taxable income of such Optionee resulting from such exercise.

      The Committee may allow Optionees to satisfy a portion of the foregoing
withholding tax obligations by electing to have the Company withhold from the
shares of Stock to be issued upon exercise of an Option that number of shares
having a Fair Market Value equal to the minimum amount required to be withheld
based on the statutory withholding rates for federal and state tax purposes that
apply to supplemental taxable income. The Fair Market Value of the shares to be
withheld shall be determined on the date that the amount of tax to be withheld
is to be determined. All elections by Optionees to have shares withheld for this
purpose shall be made in such form and under such conditions as the Committee
may deem necessary or advisable.

            (e) The holder of an Option shall not have any of the rights of a
shareholder with respect to the shares of Stock subject to the Option until such
shares have been issued and transferred to the Optionee upon the exercise of the
Option.

      6.8. Reload Options.

            (a) The Committee may specify in a Stock Option Agreement (or may
otherwise determine in its sole discretion) that a Reload Option shall be
granted, without further action of the Committee, (i) to an Optionee who
exercises an Option (including a Reload Option) by surrendering shares of Stock
to the Company in payment of amounts specified in Sections 6.7(c) or 6.7(d) of
this Plan, (ii) for the same number of shares as are surrendered to pay such
amounts, (iii) as of the date of such payment and at an Exercise Price equal to
the Fair Market Value of the Stock on such date, and (iv) otherwise on the same
terms and conditions as the Option whose exercise has occasioned such payment,
subject to such other conditions or terms as the Committee shall specify at the
time such exercised Option is granted.

            (b) Unless provided otherwise in the Stock Option Agreement, a
Reload Option may not be exercised by an Optionee (i) prior to the end of a
one-year period from the date that the Reload Option is granted, and (ii) unless
the Optionee retains beneficial ownership of the shares of Stock issued to such
Optionee upon exercise of the Option referred to above in Section 6.8(a)(i) for
a period of one year from the date of such exercise.

      6.9. Non-Transferability of Option. Except as otherwise provided by the
Committee, no Option shall be transferable by an Optionee other than by will or
the laws of descent and distribution or, in the case of non-Incentive Stock
Options, pursuant to a 6.9 Qualified Domestic

                                       13


Relations Order. During the lifetime of an Optionee, Options shall be
exercisable only by such Optionee (or by such Optionee's guardian or legal
representative, should one be appointed).

      6.10. Termination of Employment or Service. The Committee shall have the
power to specify, with respect to the Options granted to a particular Optionee,
the effect upon such Optionee's right to exercise an Option of termination of
such Optionee's employment or service under various circumstances, which effect
may include immediate or deferred termination of such Optionee's rights under an
Option, or acceleration of the date at which an Option may be exercised in full;
provided, however, that in no event may an Incentive Stock Option be exercised
after the expiration of ten years from its date of grant. Unless a Stock Option
Agreement specifically provides otherwise, in the event the recipient of an
Option or Award is terminated from his or her employment or other service to the
Company or its subsidiaries for Cause, Options and Awards, whether vested or
unvested, granted to such person shall terminate immediately and shall not
thereafter be exercisable.

      6.11. Employment Rights. Nothing in the Plan or in any Stock Option
Agreement shall confer on any person any right to continue in the employ of the
Company or any of its subsidiaries, or shall interfere in any way with the right
of the Company or any of its subsidiaries to terminate such person's employment
at any time.

      6.12. Effect of Change in Control. The Committee may determine, at the
time of granting an Option or thereafter, that such Option shall become
exercisable on an accelerated basis in the event that a Change in Control occurs
with respect to the Company (and the Committee shall have the discretion to
modify the definition of a Change in Control in a particular Option Agreement).
If the Committee finds that there is a reasonable possibility that, within the
succeeding six months, a Change in Control will occur with respect to the
Company, then the Committee may determine that all outstanding Options shall be
exercisable on an accelerated basis.

                                  ARTICLE VII.
                                RESTRICTED STOCK

      7.1. Awards of Restricted Stock. The Committee may grant Awards of
Restricted Stock, which shall be governed by a Restriction Agreement between the
Company and the Grantee. Each Restriction Agreement shall contain such
restrictions, terms, and conditions as the Committee may, in its discretion,
determine, and may require that an appropriate legend be placed on the
certificates evidencing the subject Restricted Stock. Shares of Restricted Stock
granted pursuant to an Award under this Plan shall be issued in the name of the
Grantee as soon as reasonably practicable after the Award is granted, provided
that the Grantee has executed the Restriction Agreement governing the Award, the
appropriate blank stock powers, and, in the discretion of the Committee, an
escrow agreement and any other documents that the Committee may require as a
condition to the issuance of such shares. If a Grantee shall fail to execute the
foregoing documents within any time period prescribed by the Committee, the
Award shall be void. At the discretion of the Committee, shares issued in
connection with an Award may be held by the Company for the account of the
Grantee or deposited together with the stock powers with an escrow agent
designated by the Committee. Unless the Committee determines otherwise

                                       14


and as provided in the Restriction Agreement, upon issuance of the shares, the
Grantee shall have all of the rights of a shareholder with respect to such
shares, including the right to vote the shares and to receive all dividends or
other distributions paid or made with respect to the shares.

      7.2. Non-Transferability of Restricted Stock. Until any restrictions upon
Restricted Stock awarded to a Grantee shall have lapsed in a manner provided in
Section 7.3, such shares of Restricted Stock shall not be transferable other
than by will or the laws of descent and distribution, or pursuant to a Qualified
Domestic Relations Order, nor shall they be delivered to the Grantee.

      7.3. Lapse of Restrictions. Restrictions upon Restricted Stock awarded
under this Plan shall lapse at such time or times and on such terms and
conditions as the Committee may, in its discretion, determine at the time the
Award is granted or thereafter.

      7.4. Termination of Employment. The Committee shall have the power to
specify, with respect to each Award granted to any particular Grantee, the
effect upon such Grantee's rights with respect to such Restricted Stock of the
termination of such Grantee's employment under various circumstances, which
effect may include immediate or deferred forfeiture of such Restricted Stock or
acceleration of the date at which any then-remaining restrictions shall lapse.

      7.5. Treatment of Dividends. At the time an Award of Restricted Stock is
made, the Committee may, in its discretion, determine that the payment to the
Grantee of any dividends, or a specified portion of them, declared or paid on
such Restricted Stock shall be (i) deferred until the lapsing of the relevant
restrictions and (ii) held by the Company for the account of the Grantee until
such lapsing. In the event of such deferral, there shall be credited at the end
of each year (or portion of it) interest on the amount of the account at the
beginning of the year at a rate per annum determined by the Committee. Payment
of deferred dividends, together with interest on those dividends, shall be made
upon the lapsing of restrictions imposed on such Restricted Stock, and any
dividends deferred (together with any interest on those dividends) in respect of
Restricted Stock shall be forfeited upon any forfeiture of such Restricted
Stock.

      7.6. Delivery of Shares. Except as provided otherwise in Article 8 below,
within a reasonable period of time following the lapse of the restrictions on
shares of Restricted Stock, the Committee shall cause a stock certificate to be
delivered to the Grantee with respect to such shares and such shares shall be
free of all restrictions under this Plan.

                                  ARTICLE VIII.
                            TERMINATION AND AMENDMENT

      8.1. Termination and Amendment. The Board may at any time terminate the
Plan, and may at any time and from time to time and in any respect amend the
Plan; provided, however, that the Board (unless its actions are approved or
ratified by the shareholders of the Company within twelve months of the date
that the Board amends the Plan) may not amend the Plan to:

            (a) increase the total number of shares of Stock issuable pursuant
to Incentive Stock Options, except as contemplated in Sections 5.1 and 5.2;

                                       15


            (b) change the class of Employees eligible to receive Incentive
Stock Options that may participate in the Plan; or

            (c) otherwise materially increase the benefits accruing to
recipients of Incentive Stock Options under the Plan.

      The Committee shall obtain shareholder approval of any Plan amendment to
the extent necessary and desirable to comply with Applicable Laws.

      Notwithstanding anything herein to the contrary, no Options or Awards may
be granted under the Plan after November 8, 2004, and the Plan shall
automatically terminate without the requirement of action by the Board once
there are no outstanding Options and Awards.

      8.2. Effect on Grantee's Rights. No termination, amendment, or
modification of the Plan shall affect adversely a Grantee's rights under a Stock
Option Agreement or Restriction Agreement without the consent of the Grantee or
his legal representative.

                                   ARTICLE IX.
                                  MISCELLANEOUS

      9.1. Stock Certificates. The Company shall not be required to issue or
deliver any certificate for shares of Stock purchased upon the exercise of any
Option granted under this Plan, or deliver any certificate for shares of
Restricted Stock granted under this Plan, before fulfillment of all of the
following conditions:

            (a) the admission of such shares to listing on all stock exchanges
on which the Stock is then listed;

            (b) the completion of any registration or other qualification of
such shares that the Committee shall deem necessary or advisable under any
Applicable Laws;

            (c) the obtaining of any approval or other clearance from any
federal or state governmental agency or body that the Committee shall determine
to be necessary or advisable; and

            (d) the lapse of such reasonable period of time following the
exercise of the Option as the Board from time to time may establish for reasons
of administrative convenience. Stock certificates issued and delivered to
Grantees shall bear such restrictive legends as the Company shall deem necessary
or advisable pursuant to Applicable Laws.

      9.2. Relationship to Other Compensation Plans. The adoption of the Plan
shall not affect any other stock option, incentive, or other compensation plans
in effect for the Company or any of its subsidiaries; nor shall the adoption of
the Plan preclude the Company or any of its subsidiaries from establishing any
other form of incentive or other compensation plan for Employees or Directors of
the Company or any of its subsidiaries.

      9.3. Replacement or Amended Grants. At the sole discretion of the
Committee, and subject to the terms of the Plan, the Committee may modify
outstanding Options or Awards or

                                       16


accept the surrender of outstanding Options or Awards and grant new Options or
Awards in substitution for them. No modification of an Option or Award, however,
shall adversely affect a Grantee's rights under a Stock Option Agreement or
Restriction Agreement without the consent of the Grantee or his legal
representative.

      9.4. Forfeiture for Solicitation of Customers. During Grantee's employment
with or service to the Company and for a period of twenty-four (24) months
following the date of termination of employment or service, Grantee shall not
(except on behalf of or with the prior written consent of the Company), on
Grantee's own behalf or in the service or on behalf of others, (i) solicit,
divert, or appropriate to or for a competing business, or (ii) attempt to
solicit, divert, or appropriate to or for a competing business, any person or
entity that was a customer of the Company on the date of termination and with
whom Grantee had direct material contact within twelve months of Grantee's last
date of employment or service. If Grantee engages in solicitation of customers
as defined above, then Grantee's rights under any Options outstanding under this
Plan shall be forfeited and terminated, and any shares of Restricted Stock held
by such Grantee subject to remaining restrictions shall be forfeited, subject in
each case to a determination to the contrary by the Committee.

      9.5. Forfeiture for Solicitation of Employees. During Grantee's employment
with or service to the Company and for a period of twenty-four (24) months
following the date of termination of employment or service, Grantee shall not,
on Grantee's own behalf or in the service or on behalf of others, (i) solicit,
divert, or hire away, or (ii) attempt to solicit, divert, or hire away any
employee of the Company, regardless of whether the employee is full-time or
temporary, the employment is pursuant to written agreement, or the employment is
for a determined period or is at will. If Grantee engages in solicitation of
employees as defined above, then Grantee's rights under any Options outstanding
under this Plan shall be forfeited and terminated, and any shares of Restricted
Stock held by such Grantee subject to remaining restrictions shall be forfeited,
subject in each case to a determination to the contrary by the Committee.

      9.6. Escrow; Pledge of Shares. To enforce any restrictions on a Grantee's
shares of Stock, the Committee may require the Grantee to deposit all
certificates representing shares of Stock, together with stock powers other
instruments of transfer approved by the Committee, appropriately endorsed in
blank, with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause a
legend or legends referencing such restrictions to be placed on the
certificates. Any Grantee who is permitted to execute a promissory note as
partial or full consideration for the purchase of shares under this Plan will be
required to pledge and deposit with the Company all or part of the shares so
purchased as collateral to secure the payment of the Grantee's obligation to the
Company under the promissory note; provided, however, that the Committee may
require or accept other or additional forms of collateral to secure the payment
of such obligation and, in any event, the Company will have full recourse
against the Grantee under the promissory note notwithstanding any pledge of the
Grantee's shares or other collateral. In connection with any pledge of the
shares, the Grantee will be required to execute and deliver a written pledge
agreement in such form as the Committee will from time to time approve. In the
discretion of the Committee, the shares purchased with the promissory note may
be released from the pledge on a pro rata basis as the promissory note is paid.

                                       17


      9.7. Plan Binding on Successors. The Plan shall be binding upon the
successors and assigns of the Company.

      9.8. Singular, Plural; Gender. Whenever used in this Plan, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender.

      9.9. Headings, etc., No Part of Plan. Headings of Articles and Sections of
this Plan are inserted for convenience and reference; they do not constitute
part of the Plan.

      9.10. Interpretation. With respect to Section 16 Insiders, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the Exchange Act. To the extent any provision of
the Plan or action by the administrators of the Plan fails to so comply, it
shall be deemed void to the extent permitted by Applicable Laws and deemed
advisable by the Committee.

                                       18

EX-99.4

                                                                    EXHIBIT 99.4

                                 INTERCEPT, INC.
                      G. LYNN BOGGS 2002 STOCK OPTION PLAN

                    AS AMENDED AND RESTATED NOVEMBER 8, 2004

                   EFFECTIVE NOVEMBER 8, 2004, NO OPTIONS MAY
                           BE GRANTED UNDER THIS PLAN.



                                 INTERCEPT, INC.
                      G. LYNN BOGGS 2002 STOCK OPTION PLAN

                    AS AMENDED AND RESTATED NOVEMBER 8, 2004

                                   ARTICLE I.
                                   DEFINITIONS

As used in this Plan, the following terms have the following meanings unless the
context clearly indicates to the contrary:

"Acquisition" means (i) any consolidation or merger of the Company with or into
any other corporation or other entity or person in which the shareholders of the
Company before such consolidation or merger own less than fifty percent (50%) of
the Company's voting power immediately after such consolidation or merger; or
(ii) a sale of all or substantially all of the assets of the Company.

"Applicable Laws" means the requirements relating to the administration of stock
option plans under U.S. state corporate laws, U.S. federal and state securities
laws, the Code, any stock exchange or quotation system on which the Stock is
listed or quoted and the applicable laws of any foreign country or jurisdiction
where Options are granted under the Plan.

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

"Cause" has the meaning given in the Employment Agreement.

"Change in Control" has the meaning given in the Employment Agreement.

"Code" means the United States Internal Revenue Code of 1986, including
effective date and transition rules (whether or not codified). Any reference in
this Plan to a specific section of the Code shall be deemed to include a
reference to any corresponding provision of future law.

"Committee" means the Compensation Committee of the Board.

"Company" means Fidelity National Financial, Inc.

"Effective Date" means April 16, 2002.

"Director" means a member of the Board.

"Employee" means any person who is an employee (as defined in accordance with
Section 3401(c) of the Code) of the Company or any subsidiary of the Company. An
Officer or Director who meets the foregoing definition is an Employee. An
Employee shall not cease to be an Employee in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, any subsidiary, or any successor.



Neither service as a Director nor payment of a director's fee by the Company
shall be sufficient, by itself, to constitute "employment" by the Company.

"Employment Agreement" means that certain Employment Agreement between the
Optionee and InterCept Group, Inc. dated as of February 19, 2002.

"Exchange Act" means the Securities Exchange Act of 1934, as amended. Any
reference in this Plan to a specific section of the Exchange Act shall be deemed
to include a reference to any corresponding provision of future law.

"Exercise Price" means the price at which the Optionee may purchase a share of
Stock under a Stock Option Agreement.

"Fair Market Value" means, as of any date, the value of a share of Stock
determined as follows:

      (i) if the Stock is listed on any established stock exchange or a national
      market system, including, without limitation, the Nasdaq National Market
      or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market
      Value shall be the closing sales price for a share of the Stock (or the
      closing bid, if no sales were reported) as quoted on such exchange or
      system for the last market trading day prior to the time of determination,
      as reported in The Wall Street Journal or such other source as the
      Committee deems reliable;

      (ii) if the Stock is regularly quoted by a recognized securities dealer
      but selling prices are not reported, its Fair Market Value shall be the
      mean between the high bid and low asked prices for a share of the Stock on
      the last market trading day prior to the day of determination; or

      (iii) in the absence of an established market for the Stock, the Fair
      Market Value shall be determined in good faith by the Committee.

"Independent Director" means a Director who is not an Employee of the Company.

"Non-Employee Director" shall have the meaning provided in Rule 16b-3 under the
Exchange Act, as the same may be in effect from time to time, or in any
successor rule to it, and shall be determined for all purposes under the Plan
according to interpretative or "no-action" positions with respect to it issued
by the SEC.

"Officer" means a person who constitutes an officer of the Company for the
purposes of Section 16 of the Exchange Act, as determined by reference to such
Section 16, and applicable SEC rules, regulations, and interpretative or
"no-action" positions, as the same may be in effect or provided from time to
time, and to applicable judicial decisions.

"Option" means an option to purchase Stock granted pursuant to Article 6 of this
Plan.

"Optionee" means G. Lynn Boggs.

                                       2


"Outside Director" has the meaning provided in Section 162(m) of the Code.

"Permanent and Total Disability" shall have the same meaning as given to that
term by Code Section 22(e)(3) and any regulations or rulings promulgated under
that Section of the Code.

"Plan" means the Intercept, Inc. G. Lynn Boggs 2002 Stock Option Plan, as
Amended and Restated November 8, 2004.

"Purchasable" shall refer to Stock that may be purchased by the Optionee under
the terms of this Plan on or after a certain date specified in the applicable
Stock Option Agreement.

"Qualified Domestic Relations Order" shall have the meaning provided in the Code
or in the Employee Retirement Income Security Act of 1974, or the rules and
regulations promulgated under the Code or such Act.

"SEC" means the United States Securities and Exchange Commission.

"Section 16 Insider" means any person who is subject to the provisions of
Section 16 of the Exchange Act, as provided in Rule 16a-2 promulgated pursuant
to the Exchange Act.

"Stock" means the Common Stock, par value $0.0001 per share, of the Company.

"Stock Option Agreement" means the agreement between the Company and the
Optionee under which the Optionee may purchase Stock under this Plan.

                                   ARTICLE II.
                                    THE PLAN

      2.1. Name. This Plan shall be known as the "Intercept, Inc. G. Lynn Boggs
2002 Stock Option Plan, as Amended and Restated November 8, 2004."

      2.2. Purpose. The purpose of the Plan is to advance the interests of the
Company, its subsidiaries, and its shareholders by affording the Optionee an
opportunity to acquire a proprietary interest in the Company.

The objective of the issuance of the Options is to promote the growth and
profitability of the Company and its subsidiaries because the Optionee will be
provided with an additional incentive to achieve the Company's objectives
through participation in its success and growth and by encouraging his continued
association with or service to the Company.

      2.3. Effective Date. The Plan originally became effective on April 16,
2002. The Plan was amended and restated effective November 8, 2004.

                                       3


                                  ARTICLE III.
                                   PARTICIPANT

The sole person eligible to participate in the Plan shall be G. Lynn Boggs.

                                   ARTICLE IV.
                                 ADMINISTRATION

      4.1. Duties and Powers of the Committee.

            (a) The Plan shall be administered by the Committee. The Board may
abolish the Committee at any time and re-vest in the Board the administration of
the Plan. Appointment of Committee members shall be effective upon acceptance of
appointment. Committee members may resign at any time by delivering written
notice to the Board. Vacancies in the Committee may only be filled by the Board.
The Committee shall select one of its members as its chairman and shall hold its
meetings at such times and places as it may determine. The Committee shall keep
minutes of its meetings and shall make such rules and regulations for the
conduct of its business as it may deem necessary. The Committee shall have the
power to act by unanimous written consent in lieu of a meeting, and to meet by
telephone. In administering the Plan, the Committee's actions and determinations
shall be binding on all interested parties.

            (b) The Committee shall have the power to determine matters as are
specified in this Plan. To the extent not inconsistent with the provisions of
the Plan, the Committee may give the Optionee an election to surrender an Option
in exchange for the grant of a new Option, and shall have the authority to amend
or modify the Stock Option Agreement, or to waive any provision of it, provided
that the Optionee consents to such action.

      4.2. Interpretation; Rules. Subject to the express provisions of the Plan,
the Committee also shall have complete authority to interpret the Plan, to
prescribe, amend, and rescind rules and regulations relating to it, and to make
all other determinations necessary or advisable for the administration of the
Plan, including, without limitation, amending or altering of the Plan and any
Options granted under this Plan as may be required to comply with or to conform
to any Applicable Laws.

      4.3. No Liability. Neither any member of the Board nor any member of the
Committee shall be liable to any person for any act or determination made in
good faith with respect to the Plan or any Option granted under this Plan.

      4.4. Majority Rule. A majority of the members of the Committee shall
constitute a quorum, and any action taken by a majority at a meeting at which a
quorum is present, or any action taken without a meeting evidenced by a writing
executed by all the members of the Committee, shall constitute the action of the
Committee.

      4.5. Company Assistance. The Company shall supply full and timely
information to the Committee on all matters relating to the employment, death,
retirement, disability, or other termination of employment of the Optionee, and
such other pertinent facts as the Committee may

                                       4


require. The Company shall furnish the Committee with such clerical and other
assistance as is necessary in the performance of its duties.

                                   ARTICLE V.
                         SHARES OF STOCK SUBJECT TO PLAN

      5.1. Limitations. The number of shares of Stock that may be issued under
this Plan shall be 75,580 as provided in the Stock Option Agreement. At all
times the Company shall reserve and keep available a sufficient number of Shares
as shall be required to satisfy the requirements of all outstanding Options
granted under this Plan.

      5.2. Adjustments upon Changes in Capitalization, Merger or Asset Sale.

            (a) If the Committee determines that any dividend or other
distribution (whether in the form of cash, shares of Stock, other securities, or
other property), recapitalization, reclassification, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, liquidation, dissolution, share exchange, or sale, transfer,
exchange or other disposition of all or substantially all of the assets of the
Company, or exchange of Stock or other securities of the Company, issuance of
warrants or other rights to purchase Stock or other securities of the Company,
or other similar corporate transaction or event, in the Committee's sole
discretion, affects the Stock such that an adjustment is determined by the
Committee to be appropriate to prevent dilution or enlargement of the benefits
or potential benefits intended by the Company to be made available under the
Plan or with respect to any Option, then the Committee shall, in such manner as
it may deem equitable, adjust any or all of:

                  (i) the number and kind of shares of Stock (or other
            securities or property) subject to outstanding Options; and

                  (ii) the grant or exercise price with respect to any Option.

            (b) In the event of any transaction or event described in Section
5.2(a), the Committee, in its sole discretion, and on such terms and conditions
as it deems appropriate, either by the terms of the Option or by action taken
before the occurrence of such transaction or event and either automatically or
upon the Optionee's request, is hereby authorized to take any one or more of the
following actions whenever the Committee determines that such action is
appropriate to prevent dilution or enlargement of the benefits or potential
benefits intended by the Company to be made available under the Plan or with
respect to any Option granted or issued under the Plan or to facilitate such
transaction or event:

                  (i) to provide for either the purchase of any such Option for
            an amount of cash equal to the amount that could have been obtained
            upon the exercise of such Option or realization of the Optionee's
            rights had such Option been currently exercisable or fully vested or
            the replacement of such Option with other rights or property
            selected by the Committee in its sole discretion;

                                       5


                  (ii) to provide that such Option shall be exercisable as to
            all shares covered thereby, notwithstanding anything to the contrary
            in the Plan or the provisions of such Option;

                  (iii) to provide that such Option be assumed by the successor
            or survivor corporation, or a parent or subsidiary thereof, or shall
            be substituted for by similar options covering the stock of the
            successor or survivor corporation, or a parent or subsidiary
            thereof, with appropriate adjustments as to the number and kind of
            shares and prices;

                  (iv) to make adjustments in the number and type of shares of
            Stock (or other securities or property) subject to outstanding
            Options, and/or in the terms and conditions of (including the grant
            or exercise price), and the criteria included in, outstanding
            Options, or Options that may be granted in the future; and

                  (v) to provide that immediately upon, or on a specified date
            after, the consummation of such event, such Option shall not be
            exercisable and shall terminate.

            (c) Subject to Section 5.1, the Committee may, in its sole
discretion, include such further provisions and limitations in any Option
Agreement or certificate, as it may deem equitable and in the best interests of
the Company.

            (d) If the Company undergoes an Acquisition, then any surviving
corporation or entity or acquiring corporation or entity, or affiliate of such
corporation or entity, may assume any Options outstanding under the Plan or may
substitute similar stock awards (including an award to acquire the same
consideration paid to the shareholders in the transaction described in this
Section 5.2(d)) for those outstanding under the Plan. If any surviving
corporation or entity or acquiring corporation or entity in an Acquisition, or
affiliate of such corporation or entity, does not assume such Options or does
not substitute similar stock awards for those outstanding under the Plan, then

                  (i) with respect to Options held by the Optionee, assuming his
            status as an Employee has not terminated before such event, the
            vesting of such Options (and, if applicable, the time during which
            such awards may be exercised) shall be accelerated and made fully
            exercisable and all restrictions thereon shall lapse at least ten
            (10) days before the closing of the Acquisition (and the Options
            terminated if not exercised before the closing of such Acquisition),
            and

                  (ii) any other Options outstanding under the Plan shall be
            terminated if not exercised prior to the closing of the Acquisition.

            (e) The adjustments described in this Section 5.2, and the manner of
their application, shall be determined solely by the Committee, and any such
adjustment may provide for the elimination of fractional share interests. The
adjustments required under this Article 5 shall apply to any successors of the
Company and shall be made regardless of the number or type of successive events
requiring such adjustments.

                                       6


            (f) The existence of the Plan or any Option shall not affect or
restrict in any way the right or power of the Company or the shareholders of the
Company to make or authorize any adjustment, recapitalization, reorganization,
or other change in the Company's capital structure or its business, any merger
or consolidation of the Company, any issue of stock or of options, warrants or
rights to purchase stock or of bonds, debentures, preferred or prior preference
stocks whose rights are superior to or affect the Stock or that are convertible
into or exchangeable for Stock, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.

                                   ARTICLE VI.
                                     OPTIONS

      6.1. Types of Options Granted. The Options granted under this Plan do not
qualify as incentive stock options under the Code.

      6.2. Option Grant and Agreement. The Options granted under this Plan shall
be evidenced by minutes of a meeting or the written consent of the Committee and
by the Stock Option Agreement, which shall be executed by the Company and the
Optionee. The terms of the Option, including the Option's duration, time or
times of exercise, and exercise price shall be stated in the Stock Option
Agreement.

      6.3. Exercise Price. The Exercise Price of the Stock subject to each
Option shall be as stated in the Stock Option Agreement.

      6.4. Exercise Period. The period for the exercise of each Option granted
under this Plan shall be as stated in the Stock Option Agreement.

      6.5. Option Exercise.

            (a) An Option may be exercised at any time or from time to time
during the term of the Option as to any or all full shares that have become
Purchasable under the provisions of the Option, but not at any time as to fewer
than 100 shares unless the remaining shares that have become so Purchasable are
fewer than 100 shares.

            (b) An Option shall be exercised by (i) delivery to the Company at
its principal office (or, if the Committee so directs, to an administrator
designated by the Committee at such administrator's office) a written notice of
exercise with respect to a specified number of shares of Stock and (ii) payment
to the Company at that office of the full amount of the Exercise Price for such
number of shares in accordance with Section 6.5(c).

            (c) Payment for Shares purchased pursuant to this Plan may be made
in cash (by check) or, where permitted by Applicable Laws:

                  (i) by cancellation of indebtedness of the Company to the
            Optionee;

                  (ii) by surrender of shares that either: (1) have been owned
            by the Optionee for more than six (6) months and have been paid for
            within the meaning

                                       7


            of SEC Rule 144 (and, if such shares were purchased from the Company
            by use of a promissory note, such note has been fully paid with
            respect to such shares); or (2) were obtained by the Optionee in the
            public market;

                  (iii) by tender of a full recourse promissory note having such
            terms as may be approved by the Committee and bearing interest at a
            rate sufficient to avoid (1) imputation of income under Sections 483
            and 1274 of the Code and (2) variable accounting treatment under
            Financial Accounting Standards Board Interpretation No. 44 to APB
            No. 25; provided, however, that if the Optionee is not an Employee
            or Director of the Company or any subsidiary, he shall not be
            entitled to purchase Shares with a promissory note unless the note
            is adequately secured by collateral other than the shares of Stock
            being purchased;

                  (iv) by waiver of compensation due or accrued to the Optionee
            for services rendered;

                  (v) with respect only to purchases upon exercise of an Option,
            and provided that a public market for the Company's stock exists and
            the transaction is done in a manner sufficient to avoid variable
            accounting treatment under Financial Accounting Standards Board
            Interpretation No. 44 to APB No. 25: (1) through a "same day sale"
            commitment from the Optionee and a broker-dealer that is a member of
            the National Association of Securities Dealers (an "NASD Dealer")
            whereby the Optionee irrevocably elects to exercise the Option and
            to sell a portion of the Shares so purchased to pay for the Exercise
            Price, and whereby the NASD Dealer irrevocably commits upon receipt
            of such Shares to forward the Exercise Price directly to the
            Company; or (2) through a "margin" commitment from the Optionee and
            a NASD Dealer whereby the Optionee irrevocably elects to exercise
            the Option and to pledge the Shares so purchased to the NASD Dealer
            in a margin account as security for a loan from the NASD Dealer in
            the amount of the Exercise Price, and whereby the NASD Dealer
            irrevocably commits upon receipt of such Shares to forward the
            Exercise Price directly to the Company; or

                  (vi) by any combination of the foregoing.

            (d) In addition to and at the time of payment of the Exercise Price,
the Optionee shall pay to the Company in cash the full amount of any federal,
state, and local income, employment, or other withholding taxes applicable to
the taxable income of such Optionee resulting from such exercise. The Committee
may allow the Optionee to satisfy a portion of the foregoing withholding tax
obligations by electing to have the Company withhold from the shares of Stock to
be issued upon exercise of an Option that number of shares having a Fair Market
Value equal to the minimum amount required to be withheld based on the statutory
withholding rates for federal and state tax purposes that apply to supplemental
taxable income. The Fair Market Value of the shares to be withheld shall be
determined on the date that the amount of tax to be withheld is to be
determined. All elections by the Optionee to have shares withheld for this
purpose shall be made in such form and under such conditions as the Committee
may deem necessary or advisable.

                                       8


            (e) The Optionee shall not have any of the rights of a shareholder
with respect to the shares of Stock subject to the Option until such shares have
been issued and transferred to the Optionee upon the exercise of the Option.

      6.6. Non-Transferability of Option. Except as otherwise provided by the
Committee, no Option shall be transferable by the Optionee other than by will or
the laws of descent and distribution or pursuant to a Qualified Domestic
Relations Order. During the lifetime of the Optionee, Options shall be
exercisable only by the Optionee (or by the Optionee's guardian or legal
representative, should one be appointed).

      6.7. Termination of Employment or Service. If the Optionee is terminated
from his employment or other service to the Company or its subsidiaries for
Cause, his Options, whether vested or unvested, shall terminate immediately and
shall not thereafter be exercisable. The effect on the Options of the
termination of the Employee's employment in other circumstances shall be as
stated in the Stock Option Agreement and the Employment Agreement. If there is
any conflict between the provisions of the Stock Option Agreement and the
Employment Agreement regarding the effect of termination of employment, the
provisions of the Employment Agreement shall govern.

      6.8. Employment Rights. Nothing in the Plan or in any Stock Option
Agreement shall confer on the Optionee any right to continue in the employ of
the Company or any of its subsidiaries, or shall interfere in any way with the
right of the Company or any of its subsidiaries to terminate his employment at
any time.

      6.9. Effect of Change in Control. The effect of a change of control on the
Options granted hereunder shall be as stated in the Employment Agreement.

                                  ARTICLE VII.
                            TERMINATION AND AMENDMENT

      7.1. Termination and Amendment. The Board may at any time terminate the
Plan, and may at any time and from time to time and in any respect amend the
Plan; provided, however, that the Board may not amend the Plan to:

            (a) increase the total number of shares of Stock issuable to the
Optionee;

            (b) permit Options to be granted to anyone other than the Optionee;
or

            (c) otherwise materially increase the benefits accruing to the
Optionee as a holder of Options under the Plan.

Notwithstanding anything herein to the contrary, no Options may be granted under
the Plan after November 8, 2004, and the Plan shall automatically terminate
without the requirement of action by the Board once there are no outstanding
Options.

      7.2. Effect on Optionee's Rights. No termination, amendment, or
modification of the Plan shall affect adversely the Optionee's rights under the
Stock Option Agreement without the consent of the Optionee or his legal
representative.

                                       9


                                  ARTICLE VIII.
                                  MISCELLANEOUS

      8.1. Stock Certificates. The Company shall not be required to issue or
deliver any certificate for shares of Stock purchased upon the exercise of any
Option granted under this Plan before fulfillment of all of the following
conditions:

            (a) the admission of such shares to listing on all stock exchanges
on which the Stock is then listed;

            (b) the completion of any registration or other qualification of
such shares that the Committee shall deem necessary or advisable under any
Applicable Laws;

            (c) the obtaining of any approval or other clearance from any
federal or state governmental agency or body that the Committee shall determine
to be necessary or advisable; and

            (d) the lapse of such reasonable period of time following the
exercise of the Option as the Board from time to time may establish for reasons
of administrative convenience. Stock certificates issued and delivered to the
Optionee shall bear such restrictive legends as the Company shall deem necessary
or advisable pursuant to Applicable Laws.

      8.2. Relationship to Other Compensation Plans. The adoption of the Plan
shall not affect any other stock option, incentive, or other compensation plans
in effect for the Company or any of its subsidiaries; nor shall the adoption of
the Plan preclude the Company or any of its subsidiaries from establishing any
other form of incentive or other compensation plan for Employees or Directors of
the Company or any of its subsidiaries.

      8.3. Replacement or Amended Grants. At the sole discretion of the
Committee, and subject to the terms of the Plan, the Committee may modify
outstanding Options or accept the surrender of outstanding Options and grant new
Options in substitution for them. No modification of an Option, however, shall
adversely affect the Optionee's rights under a Stock Option Agreement without
the consent of the Optionee or his legal representative.

      8.4. Forfeiture for Solicitation of Customers. During Optionee's
employment with or service to the Company and for a period of twenty-four (24)
months following the date of termination of employment or service, Optionee
shall not (except on behalf of or with the prior written consent of the
Company), on Optionee's own behalf or in the service or on behalf of others, (i)
solicit, divert, or appropriate to or for a competing business, or (ii) attempt
to solicit, divert, or appropriate to or for a competing business, any person or
entity that was a customer of the Company on the date of termination and with
whom Optionee had direct material contact within twelve months of Optionee's
last date of employment or service. If Optionee engages in solicitation of
customers as defined above, then Optionee's rights under any Options outstanding
under this Plan shall be forfeited and terminated, subject in each case to a
determination to the contrary by the Committee.

      8.5. Forfeiture for Solicitation of Employees. During Optionee's
employment with or service to the Company and for a period of twenty-four (24)
months following the date of

                                       10


termination of employment or service, Optionee shall not, on Optionee's own
behalf or in the service or on behalf of others, (i) solicit, divert, or hire
away, or (ii) attempt to solicit, divert, or hire away any employee of the
Company, regardless of whether the employee is full-time or temporary, the
employment is pursuant to written agreement, or the employment is for a
determined period or is at will. If Optionee engages in solicitation of
employees as defined above, then Optionee's rights under any Options outstanding
under this Plan shall be forfeited and terminated, subject in each case to a
determination to the contrary by the Committee.

      8.6. Plan Binding on Successors. The Plan shall be binding upon the
successors and assigns of the Company.

      8.7. Singular, Plural; Gender. Whenever used in this Plan, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender.

      8.8. Headings, etc., No Part of Plan. Headings of Articles and Sections of
this Plan are inserted for convenience and reference; they do not constitute
part of the Plan.

      8.9. Interpretation. With respect to Section 16 Insiders, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the Exchange Act. To the extent any provision of
the Plan or action by the administrators of the Plan fails to so comply, it
shall be deemed void to the extent permitted by Applicable Laws and deemed
advisable by the Committee.

                                       11