EXHIBIT 10.32

                        FINANCIAL PERFORMANCE CORPORATION

                           INCENTIVE COMPENSATION PLAN

Section 1.  Purpose

      The purpose of this Plan is to recognize and reward key employees of the
Company for the attainment of established performance goals reflecting both
annual and long-term results which further the success of the Company.

Section 2.  Definitions

      For Plan purposes, the following terms shall have the following respective
meanings:

      (a)   "Award" means a payment or payment opportunity granted to a
Participant pursuant to Section 5 of the Plan.

      (b)   "Board" means the Board of Directors of Financial Performance
            Corporation.

      (c)   "Code" means the Internal Revenue Code of 1986, as amended from time
            to time.

      (d)   "Committee" means a committee designated by the Board and comprised
of two or more non- employee members of the Board, each of whom is an "outside
director" within the meaning of Section 162(m) of the Code.

      (e)   "Company" means Financial Performance Corporation, including any
subsidiary and division, and any other entity in which the Company has a
significant equity interest, as determined by the Committee.

      (f)   "Earnings Before Income Taxes" means the amount reported as such in
the Company's annual report to shareholders, or comparable amount for a
subsidiary or division, for the applicable period.

      (g)   "Net Earnings" means the amount reported as such in the Company's
annual report to shareholders, but before extraordinary items and the cumulative
effect of accounting changes, for the applicable period, or comparable amount
for a subsidiary or division, for the applicable period.

      (h)   "Operating Profit" means the amount reported as income from
operations in the Company's annual report to shareholders, or comparable amount
for a subsidiary or division, for the applicable period.

      (i)   "Participant" means an employee of the Company designated by the
Committee to receive an Award.

      (j)   "Performance Period" means either, as designated by the Committee, a
single fiscal year of the Company, or three successive fiscal years of the
Company, or such other period designated by the Committee.

      (k)   "Plan" means the Incentive Compensation Plan as set forth herein and
as may be amended from time to time pursuant to Section 14.

      (l)   "Return on Equity" means the quotient resulting from dividing Net
Earnings, by average shareholders' equity as reported in the Company's annual
report to shareholders, for the applicable period.

Section 3.  Administration

      (a)   The Committee shall have full power and authority to construe,
interpret and administer the Plan and to make rules and regulations subject to
the provisions of the Plan. All decisions, actions, determinations and
interpretations of the Committee shall be made in its sole discretion and shall
be final, conclusive and binding on all parties.

      (b)   No member of the Committee shall be personally liable by reason of
any contract or other instrument executed by him, or on his behalf, in his
capacity as a member of the Committee or for any mistake of judgment made in
good faith. To the extent permitted by law, the Company shall indemnify and hold
harmless each member of the Committee and each other officer, employee or
director of the Company to whom any duty or power relating to the administration
of the Plan has been delegated, against any cost or expense (including counsel
and related fees) or liability (including any sum paid in settlement of a claim
with approval of the Committee) arising out of any act or omission in connection
with the Plan unless arising out of such person's own fraud, gross negligence,
willfull misconduct or bad faith.

Section 4.  Eligibility for Participation

      The Committee shall select Participants from among officers and other key
employees of the Company. No member of the Committee or other non-employee
member of the Board shall participate in the Plan.

Section 5.  Determination and Payments of Award

      (a)   For each Performance Period, the Committee shall, in its discretion,
establish target award levels and respective performance measures which need to
be attained in order for the Participant to earn the applicable Award(s). The
performance measures used shall be Earnings Before Income Taxes, Net Earnings
and Return on Equity, either solely or in combination, as established in the
discretion of the Committee. The Committee shall have the right to reduce or
eliminate Awards otherwise payable under the Plan.

      (b)   Following the conclusion of the applicable Performance Period, if
the performance measures have been attained, the Committee shall authorize the
payment of Awards to Participants at the levels previously established by the
Committee. However, an Award payment to any one Participant for Performance
Period shall not exceed twenty- five percent (25%) of Operating Profit for the
applicable period. The Committee shall have the right to reduce or eliminate
Awards otherwise payable under the Plan.

      (c)   The Committee may in its discretion determine to pay all or part of
an Award to a person (or his or her beneficiary or estate) who has terminated
employment with the Company prior to the end of a Performance Period if the
applicable performance measures for the Award have been attained.

      (d)   Awards may be paid in cash, shares of Common Stock or a combination
and payments may be deferred pursuant to Section 7, all as determined by the
Committee.

Section 6.  Withholding Tax

      The Company shall deduct from any payments under the Plan a sufficient
amount to cover withholding of any federal, state or local taxes required by
law.

Section 7.  Payment Deferrals

      The Committee may require or permit Participants to elect to defer the
payment of Awards under such rules and procedures as it may establish under the
Plan, including providing for the payment or crediting of interest on the
deferred amounts or the payment or crediting of dividend equivalents if deferred
amounts are denominated in Common Stock equivalents.


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Section 8.  Transferability and Exercisability

      Awards and rights to deferred payments granted under the Plan shall not be
transferable or assignable other than by will or the laws of descent and
distribution.

Section 9.  Other Benefit and Compensation Programs

      Unless otherwise specifically determined by the Committee, Awards received
by Participants under the Plan shall not be deemed a part of a Participant's
compensation for purposes of calculating payments or benefits under any Company
benefit plan, severance program or severance pay law of any country, or benefits
that may be provided pursuant to a contractual obligation of the Company.
Further, the Company may adopt other compensation programs, plans or
arrangements as it deems appropriate or necessary.

Section 10. Unfunded Plan

      Unless otherwise determined by the Committee, the Plan, and any deferred
amounts under Section 7 hereof, shall be unfunded and shall not create (or be
construed to create) a trust or a separate fund or funds. The Plan shall not
establish any fiduciary relationship between the Company and any Participant or
other person. To the extent any person holds any rights by virtue of an Award
granted under the Plan, such rights shall be no greater than the rights of an
unsecured general creditor of the Company.

Section 11. Future Rights

      No person shall have any claim or rights to be granted an Award under the
Plan. No Participant shall have any right due to participation in the Plan to be
retained in the employ of the Company. Likewise, participation in the Plan will
not in any way affect the Company's right to terminate the employment of the
Participant at any time with or without cause. Participation in the Plan with
respect to any Performance Period shall not affect the Committee's right to
include or exclude any person for participation with respect to any other
Performance Period.

Section 12. Governing Law

      The validity, construction and effect of the Plan and any actions taken or
relating to the Plan shall be determined in accordance with the laws of the
State of New York and applicable federal law.

Section 13. Amendment or Termination

      The Board may from time to time amend or terminate the Plan, provided that
shareholder approval shall be required for any amendment that increases the
maximum amount payable to a Participant for a Performance Period from that
specified in Section 5(b).

Section 14. Effective Date

      The Plan shall become effective upon its approval by the shareholders of
the Company. Such approval shall constitute the effectiveness of Awards granted
by the Committee prior to such approval for purposes of qualifying such Awards
for the performance-based exemption provided under section 162(m) of the Code.


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