ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.

                           INCENTIVE STOCK OPTION PLAN
                                       FOR
                 EMPLOYEES, DIRECTORS, CONSULTANTS, AND ADVISORS

         The securities  issued  pursuant to this Plan have not been  registered
pursuant to the  Securities  Act of 1933,  as  amended.  The  securities  may be
offered or sold only pursuant to (i) a Registration  Statement  pursuant to such
Act,  including  a  Registration  Statement  on Form S-8,  or (ii) an opinion of
counsel,  satisfactory  to the  Company,  that an  exemption  from  registration
pursuant to such Act is available.

         1.  PURPOSE.   The  purpose  of  this  Plan  is  to  secure  long  term
relationships for Atlantic International Entertainment, Ltd., and thereby afford
its  stockholders  the  benefits  arising from  capital  stock  ownership by the
Company's Employees,  Directors,  Consultants, and Advisors, who can help in the
company's  growth and success and to provide an effective  means of compensation
for such persons and entities  providing services to the Company in lieu of cash
payments therefor.

         2.  ADMINISTRATION.  The Plan  shall be  administered  by the  Board of
Directors or a Committee  appointed by the Board (the "Committee"),  which shall
consist of not less than two members  appointed  by the Board of  Directors.  As
used  in this  Plan,  references  to the  "Committee"  shall  mean  either  such
Committee  or the  Board if no  committee  has been  established.  The  Board of
Directors may from time to time and in its sole  discretion  remove members from
or add members to any such Committee. Vacancies, however caused, shall be filled
by the  Board  of  Directors.  The  Committee  may act at a  meeting,  including
telephonically,  in which a majority  are  present,  or by written  consent of a
majority of the  Committee.  The Committee  shall have the authority to construe
and  interpret  the  Plan,  to define  the terms  used  herein,  and to  review,
deliberate  and act upon the  written  recommendations  of the  Chief  Executive
Officer of the Company  with  respect to shares of Common  Stock  proposed to be
issued pursuant to the Plan. All determinations and interpretations  made by the
Committee shall be binding and conclusive upon all  participants in the Plan and
on their legal representatives and beneficiaries.

         3. ELIGIBILITY AND PARTICIPATION.  Employees,  Directors,  Consultants,
and Advisors of the Company,  or any of its  subsidiary  corporations,  shall be
eligible for  participation  in the Plan. Each person or entity acquiring shares
of Common Stock pursuant to exercise of Options  granted under the Plan shall be
acquiring such shares for investment purposes only, in lieu of cash compensation
for services rendered to the Company,  and at such exercise price(s) as shall be
determined by the Committee at time of grant. Such shares issuable upon exercise
of any Option  shall be issued only upon  opinion of counsel  that an  exemption
from  registration  pursuant  to the  Securities  Act of 1933,  as  amended,  is
available for such issuance.  The Company may, but is not required to,  register
such shares for public sale pursuant to the Act,  including but not limited to a
Registration on Form S-8.

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         4.  SHARES  SUBJECT TO PLAN.  Subject to  modification  by the Board of
Directors in accordance with the By-Laws of the Company,  the stock to be issued
pursuant  to Options  granted  pursuant to this Plan shall be limited to 250,000
shares of  Common  Stock,  $.001 par  value,  which  number of shares  have been
reserved for issuance in accordance  with the terms of this Plan by prior action
of the Board.

         5.  ADJUSTMENTS.  If the outstanding  shares of the Common Stock of the
Company are increased,  decreased,  or changed into or exchanged for a different
number or kind of shares or securities of the Company,  through  reorganization,
recapitalization,  reclassification,  stock  split or reverse  stock  split,  an
appropriate and proportionate adjustment shall be made in the maximum number and
kind of shares authorized to be issued pursuant to this Plan.

         6. ASSIGNMENT OR TRANSFER OF OPTIONS.  Options granted  pursuant to the
Plan may not be transferred by the Option  grantee  without the express  written
consent of the Committee,  except that an Option grantee shall not be require to
obtain  such  consent  for  transfer or sale of such Option to any member of the
Option grantee's immediate family,  including a transfer by operation of law, or
a transfer or sale to a corporation  or  partnership of which the Option grantee
holds at least a 25% interest at the time of such transfer or sale.

         7.  AMENDMENT AND  TERMINATION  OF PLAN.  The Board of Directors of the
Company may at any time, by appropriate  action,  suspend or terminate the Plan,
or amend the terms and conditions of the Plan.

         8.  INDEMNIFICATION  OF COMMITTEE.  In addition to such other rights of
indemnification as they may have as directors of the Company, the members of the
Committee  shall be indemnified  by the Company to the full extent  permitted by
the General Corporation Law of the State of Delaware,  and to indemnify and hold
harmless  each member with respect to any action,  claim,  suit or proceeding to
which such indemnification applies, including the costs and expenses of defense.

         9.  APPLICABLE  LAW.  The terms and  conditions  of this Plan,  and all
proceedings  related  thereto,  shall be interpreted and construed in accordance
with the Laws of the State of Delaware.

         10.  EFFECTIVE DATE. The Plan shall be come effective as of the 1st day
of January,  1997,  and shall expire of the 31st day of December,  2006,  unless
further extended by appropriate action of the Board of Directors.


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