ZENITH TECHNOLOGY, INC.

                          MANAGEMENT INCENTIVE PROGRAM

                         EFFECTIVE AS OF January 1, 2003


1. ESTABLISHMENT AND EFFECTIVE DATE OF PLAN

         Zenith Technology, Inc. (the "Company") hereby adopts the Zenith
Technology, Inc. Management Incentive Program (the "Plan") for its executive
officers and certain other executives of the Company, its Business Units and
affiliates who are in management positions designated as eligible for
participation by the Compensation Committee (the "Committee") of the Board of
Directors of the Company or its designee. The Plan shall be effective as of
January 1, 2003 and shall remain in effect, subject to the rights of amendment
and termination in Section 15. Payments under the Plan shall only be made to
Named Executive Officers after the Plan is approved by the stockholders of the
Company, unless the Board of Directors determines otherwise.

2. PURPOSE OF THE PLAN

         The purpose of the Plan is to reward certain key management personnel
of the Company and its Business Units for achieving performance goals relating
to, among other things, increasing operating income and return on investment,
increasing shareholder value, promoting growth and efficient use of resources
and achieving specific individual goals.

3.       DEFINITIONS

         (a) "Base Annual Salary" means the base salary established for a
Participant during the applicable Plan Year, as determined by the Committee
(which shall include the amount of any pre-tax deferrals or other pre-tax
payments made by the Participant to the Company's deferred compensation or
welfare plans, whether qualified or non-qualified).

         (b) "Board of Directors" means the Board of Directors of the Company.

         (c) "Business Unit" means a separate business operating unit of the
Company with respect to which separate performance goals may be established
hereunder.

         (d) "Change in Control" means any of the following events:

                  (i) The acquisition (other than from the Company) by any
         "Person" (as the term person is used for purposes of Sections 13(d) or
         14(d) of the Securities Exchange Act of 1934, as amended (the "1934
         Act")) of beneficial ownership (within the meaning of Rule 13d-3
         promulgated under the 1934 Act) of twenty percent (20%) or more of the
         combined voting power of the Company's then outstanding voting
         securities; or

                  (ii) The individuals who, as of January 1, 2000, are members
         of the Board of Directors (the "Incumbent Board"), cease for any reason
         to constitute at least two-thirds of the Board of Directors; provided,
         however, that if the election, or nomination for election by the
         Company's stockholders, of any new director was approved by a vote of
         at least two-thirds of the Incumbent Board, such new director shall,
         for purposes of this Plan, be considered as a member of the Incumbent
         Board; or

                  (iii) Approval by stockholders of the Company of (1) a merger
         or consolidation involving the Company if the stockholders of the
         Company, immediately before such merger or consolidation do not, as a
         result of such merger or consolidation, own, directly or indirectly,
         more than fifty percent (50%) of the combined voting power of the then
         outstanding voting securities of the corporation resulting from such
         merger or consolidation in substantially the same proportion as their
         ownership of the combined voting power of the voting securities of the
         Company outstanding immediately before such merger or consolidation, or
         (2) a complete liquidation or dissolution of the Company or an
         agreement for the sale or other disposition of all or substantially all
         of the assets of the Company.

         Notwithstanding the foregoing, for purposes of subsection (i) above,
"person" shall not include any person who on the date hereof owns 100% or more
of the Company's outstanding securities, and a Change in Control shall not be
deemed to occur solely because twenty percent (20%) or more of the combined
voting power of the Company's then outstanding securities is acquired by (i) a
trustee or other fiduciary holding securities under one or more employee benefit
plans maintained by the Company or any of its subsidiaries, or (ii) any
corporation, which, immediately prior to such acquisition, is owned directly or
indirectly by the stockholders of the Company in the same proportion as their
ownership of stock in the Company immediately prior to such acquisition.

         (e) "Chief Executive Officer" means the chief executive officer of the
Company, unless otherwise specified.

         (f) "Code" means the Internal Revenue Code of 1986, as amended.

         (g) "Committee" means the Compensation Committee of the Board of
Directors or any other committee designated by the Board of Directors which is
responsible for administering the Plan.

         (h) "Common Stock" means the common stock of the Company, par value
$.001 per share.

         (i) "Company" means Origin Investment Group, Inc., a Maryland
corporation, and its successors.

         (j) "Estimated Earnings" means the Company's estimated earnings for the
fiscal year based upon the consensus estimate forecasted by analysts and market
makers for the fiscal year, as adjusted by the Committee in its discretion.

         (k) "Incentive Award" or "Award" means the cash and, if applicable,
Shares or restricted Shares awarded to Participants under the terms of the Plan.

         (l) "Maximum Award" means the maximum percentage of Base Annual Salary
which may be paid based upon the Company's or Business Unit's Relative
Performance during the Plan Year.

         (m) "Named Executive Officer" means a Participant who as of the date of
payment of an Incentive Award is one of the group of "covered employees" under
Code Section 162(m) and the regulations thereunder.

         (n) "Participant" means an executive of the Company, a Business Unit or
an affiliate who is designated by the Committee (or its designee) to participate
in the Plan.

         (o) "Personal Performance Goals" means the goals established for each
Participant each year to improve the effectiveness of the Participant's area of
responsibility as well as the Company as a whole.

         (p) "Plan Year" means the twelve month period which is the same as the
Company's fiscal year. The initial Plan Year shall be January 1 through December
31, 2000.

         (q) "Program Rules" means the eligible Participants, performance
measures, Incentive Award amounts, and other rules and conditions established
annually by the Committee pursuant to Section 4, subject to ratification by the
Board of Directors. The Program Rules for Participants other than Named
Executive Officers may be established by a designee of the Committee.

         (r) "Relative Performance" means the extent to which the Company, or
designated Business Unit, as applicable, achieves the performance measurement
criteria set forth in the Program Rules.

         (s) "Shares" means the shares of Common Stock of the Company (including
any new, additional or different stock or securities resulting from the changes
described in Section 7).

         (t) "Target Award" means the percentage (which may vary among
Participants and from Plan Year to Plan Year) of Base Annual Salary which will
be paid to a Participant as an Incentive Award if the performance measurement
criteria applicable to the Participant for the Plan Year is achieved, as
reflected in the Program Rules for such Plan Year.

         (u) "Threshold Award" means the minimum percentage of Base Annual
Salary which may be paid based on the Company's Relative Performance during the
Plan Year.


4. ADMINISTRATION OF THE PLAN

         The Plan will be administered by the Committee; provided, however, the
Committee shall have the right to delegate as it may deem necessary or
appropriate to the Chairman of the Board, the Chief Executive Officer, the Chief
Operating Officer or the Chief Financial Officer its authority and
responsibility for administration of parts of the Plan as it applies to
Participants other than Named Executive Officers. Subject to the right of the
Board of Directors to ratify such Program Rules, the Committee (or its designee)
will have the authority, from time to time, to determine the Program Rules for
the following matters:

         (a) the executives who are eligible to participate in the Plan;

         (b) the types of Awards to grant under the Plan, such as the use of a
performance matrix or bonus pool, which may vary among Participants and from
year to year;

         (c) the Target Award, Maximum Award and Threshold Award that can be
granted to each Participant and the method for determining such award, which the
Committee may amend from time to time;

         (d) the performance targets and the measurement criteria to be used in
determining the Company's or a Business Unit's Relative Performance, which will
include one or more of the following, as determined by the Committee each year:
operating income, return on investment, Estimated Earnings, net income, earnings
per share, return on equity, return on assets (or net assets), profit before
taxes, market value of the Company's stock, and total shareholder return;

         (e) the time or times and the conditions (such as continuing employment
requirements) subject to which any Incentive Award may become payable; and

         (f) the form in which the Award will be paid, such as cash, Shares or
restricted Shares or any combination of the foregoing.

         The Program Rules will be adopted by the Committee prior to, or as soon
as practical after, the commencement of each Plan Year. Subject to the
provisions of the Plan and its right to delegate its responsibilities, the
Committee will also have the discretionary authority to interpret the Plan and
the Incentive Awards issued under the Plan; to prescribe, amend and rescind
rules and regulations relating to the Plan and the Awards; and to make all other
determinations deemed necessary or advisable in administering the Plan. The
determinations of the Committee on the matters referred to in paragraphs (a)
through (f) of this Section 4 shall be submitted at least annually to the Board
of Directors for its consideration and ratification. For Participants who are
not Named Executive Officers, the Committee may in its discretion establish
performance measures not listed in this Section 4 without obtaining shareholder
approval.


5.       PARTICIPATION

         Eligibility for participation in the Plan is limited to the Presidents
and certain other executives of the Company's Business Units or affiliates
thereof who hold key management and staff positions. From among those eligible
and based upon the recommendations of the Chairman of the Board and/or the Chief
Executive Officer and other designees, the Committee will designate by name or
position the Participants each Plan Year. Any employee who is a Participant in
one Plan Year may be excluded from participation in any other Plan Year. If,
during the Plan Year, a Participant other than a Named Executive Officer,
changes employment positions to a new position which corresponds to a different
award level, the Committee may, in its discretion adjust the Participant's award
level for such Plan Year. The Committee may, in its discretion, designate
employees who are hired after the beginning of the Plan Year as Participants for
such Plan Year and as eligible to receive full or partial Incentive Awards for
such year.


6. INCENTIVE AWARDS

         (A) DETERMINATION OF THE AMOUNT OF INCENTIVE AWARDS

         As soon as administratively practical after the end of each Plan Year,
the Committee shall certify the extent to which the performance targets and
measurement criteria established pursuant to Section 4 have been achieved for
such Plan Year based upon information prepared by the Company's Chief Financial
Officer. Subject to the right to decrease an award as described in the next
paragraph, the Participant's Incentive Award shall be computed by the Committee
based upon the achievement of the established performance targets, measurement
criteria and the requirements of the Plan. The Committee may in determining
whether performance targets have been met adjust the Company's financial results
to exclude the effect of unusual charges or income items or other events,
including acquisitions or dispositions of businesses or assets, restructurings,
reductions in force, currency fluctuations or changes in accounting, which are
distortive of financial results (either on a segment or consolidated basis);
provided, that for purposes of determining the Incentive Awards of Named
Executive Officers, the Committee shall exclude unusual items whose exclusion
has the effect of increasing income, earnings, or other measurements if such
items constitute "extraordinary items" under generally accepted accounting
principles or are significant unusual items. In addition, the Committee will
adjust its calculations to exclude the effect on financial results of changes in
the Code or other tax laws, or the regulations relating thereto.

         The Committee may, in its discretion, decrease the amount of a
Participant's Incentive Award for a Plan Year based upon such factors as it may
determine, including the failure of the Company or a Business Unit to meet
certain performance goals or of a Participant to meet his Personal Performance
Goals. The factors to be used in reducing an Incentive Award may be established
at the beginning of a Plan Year and may vary among Participants.

         In the event that the Company's or a Business Unit's performance is
below the performance thresholds for the Plan Year and the Incentive Awards are
reduced or canceled, the Committee may in its discretion grant Incentive Awards
to deserving Participants, except for Participants who are Named Executive
Officers.

         The Program Rules and Incentive Awards under the Plan shall be
administered in a manner to qualify payments under the Plan to the Named
Executive Officers for the performance based exception under Code Section 162(m)
and the regulations thereunder, except where the Board of Directors determines
such compliance is not necessary or desirable. The maximum Incentive Award that
may be paid to an individual Participant for a Plan Year shall not exceed $1.0
million.

         (B) ELIGIBILITY FOR PAYMENT OF INCENTIVE AWARD

         No Participant will have any vested right to receive any Incentive
Award until such date as the Board of Directors has ratified the Committee's (or
its designee's) recommendation with respect to the payment of individual
Incentive Awards, except where the Committee determines such ratification is not
necessary. No Incentive Award will be paid to any Participant who is not an
active employee of the Company or an affiliate on the date the Board of
Directors has ratified the payment of such Incentive Awards; provided, however,
at the discretion of the Committee or its designee (subject to ratification by
the Board of Directors, where required), a partial Incentive Award may be
authorized by the Committee to be paid to Participants (or their beneficiaries)
who are terminated by the Company without cause or who retire, die or become
permanently and totally disabled during the Plan Year or prior to payment of the
Incentive Award. No Participant entitled to receive an Incentive Award shall
have any interest in any specific asset of the Company, and such Participant's
rights shall be equivalent to that of a general unsecured creditor of the
Company.

         (C) PAYMENTS OF AWARDS

         The Awards will be payable in cash, provided that the Committee shall
have the authority to provide in the Program Rules that all or a portion of the
Award will be paid in Shares and/or that the Participant may elect to receive
all or a portion of his Award in Shares. For this purpose, the Shares will be
valued at the closing price of the Shares on the primary securities exchange on
which they are traded on the last trading day of the fiscal year, unless the
Committee provides otherwise. The Committee may elect to place transferability,
vesting and resale restrictions on the Shares.

         The Committee may also provide in the Program Rules that if the
Participant elects to receive a portion of the Award in Shares, the Participant
will receive an additional number of Shares ("Additional Shares") equal to a
certain percentage (not to exceed 100%) of the number of Shares received by
reason of his election, plus an additional cash bonus equal to the fair market
value (determined as of the last trading day of the fiscal year) of the
Additional Shares received multiplied by a percentage amount to help offset
income tax liability. The Committee may elect to place restrictions, such as a
vesting schedule related to continuing employment, transferability, and resale
restrictions, on the Additional Shares. Subject to adjustment as provided in
Section 7, the maximum number of Shares that may be issued pursuant to the Plan
is 250,000.

         Payment of the Awards shall be made within 90 days after the close of
the Company's fiscal year, or such other period as may be specified by the
Committee in the Program Rules.

7. RECAPITALIZATION OF THE COMPANY

         In the event of a recapitalization of the Company or its merger into or
consolidation with another corporation, a Participant shall be entitled to
receive such securities which he or she would have been entitled to receive had
he or she been a shareholder of the Company holding Shares pursuant to the Plan
at the time of such recapitalization, merger or consolidation. In the event of a
stock split, stock dividend or combination of shares with respect to the Common
Stock of the Company after the determination of the number of Shares to which a
Participant is entitled but before delivery of such Shares to the Participant,
then the number of Shares that such Participant shall be entitled to receive
shall be proportionately adjusted.

8. INVESTMENT REPRESENTATION AND RESTRICTIONS ON THE STOCK

         Any Shares to be issued to a Participant pursuant to the Plan may be
unregistered and, at the option of the Company, the Participant may be required
to execute an investment letter in form satisfactory to the Company. The Shares
shall bear a legend reflecting the investment representation and the
unregistered status of the Shares.


9. CHANGE IN CONTROL

         The Committee may provide in the Program Rules or in the Award
agreement that upon the occurrence of a Change in Control, the Participant's
Incentive Award for the Plan Year, determined at the Target Award level (without
any reductions under Section 6(a)) shall be deemed to have been fully earned for
the Plan Year. The Committee may also provide that the Participant shall only be
entitled to a pro rata portion of his Incentive Award based upon the number of
days within the Plan Year that had elapsed as of the effective date of the
Change in Control. The Award agreement may also provide for accelerated payments
of Incentive Awards upon the occurrence of a Change in Control.


10.      DEFERRAL

         The Committee may permit a Participant to defer to another plan or
program such Participant's receipt of Shares or cash that would otherwise be due
to such Participant by virtue of earning an Award under this Plan. If any such
deferral election is required or permitted, the Committee shall, in its
discretion, establish rules and procedures for such payment deferral.


11.      BENEFICIARY

         Each Participant will designate a person or persons to receive, in the
event of death, any Incentive Award to which he or she would then be entitled
under Section 6(b). Such designation will be made in the manner determined by
the Committee and may be revoked by the Participant in writing. If a Participant
fails effectively to designate a beneficiary, then his or her estate will be
deemed to be the beneficiary.


12. WITHHOLDING OF TAXES

         The Company shall deduct from each Incentive Award the amount of any
taxes required to be withheld by any governmental authority.


13.      EMPLOYMENT

         Nothing in the Plan or in any Incentive Award shall confer (or be
deemed to confer) upon any Participant the right to continue in the employ of
the Company, a Business Unit or an affiliate, or interfere with or restrict in
any way the rights of the Company, a Business Unit or an affiliate to discharge
any Participant at any time for any reason whatsoever, with or without cause.

14.      SUCCESSORS

         All obligations of the Company under the Plan with respect to Incentive
Awards granted hereunder shall be binding upon any successor to the Company,
whether such successor is the result of an acquisition of stock or assets of the
Company, a merger, a consolidation or otherwise.

15. TERMINATION AND AMENDMENT OF THE PLAN; GOVERNING LAW

         The Committee, subject to the ratification rights of the Board of
Directors, has the right to suspend or terminate the Plan at any time, or to
amend the Plan in any respect, provided that no such action will, without the
consent of a Participant, adversely affect his or her rights under an Incentive
Award approved under Section 6(b).

         The Plan shall be interpreted and construed under the laws of the State
of Maryland.

         The Plan is intended to comply with Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended, and the Committee shall interpret
and administer the provisions of the Plan and any Award agreement in a manner
consistent therewith. Any provisions inconsistent with such Rule shall be
inoperative and shall not affect the validity of the Plan.

         In the event that changes are made to Code Section 162(m) to permit
greater flexibility with respect to any Award under the Plan, the Committee may,
subject to this Section 15, make any adjustments it deems appropriate in such
Award.

                        AS ADOPTED BY BOARD OF DIRECTORS