<PAGE>   1
                                                                   EXHIBIT 10.23


                              eVENTURES GROUP, INC.


                          1999 OMNIBUS SECURITIES PLAN









                      ADOPTED EFFECTIVE SEPTEMBER 22, 1999







<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                            <C>
ARTICLE 1.  PURPOSE OF PLAN                                                     4


ARTICLE 2. EFFECTIVE DATE AND TERM OF PLAN                                      4

2.1 Term of Plan                                                                4
2.2 Effect on Awards                                                            4
2.3 Stockholder Approval                                                        4

ARTICLE 3. SHARES SUBJECT TO PLAN                                               4

3.1 Number of Shares                                                            4
3.2 Source of Shares                                                            5
3.3 Availability of Unused Shares                                               5
3.4 Adjustment Provisions                                                       5
3.5 Substitute Awards                                                           6

ARTICLE 4.  ADMINISTRATION OF PLAN                                              6

4.1 Administering Body                                                          6
4.2 Authority of Administering Body                                             7
4.3 Eligibility                                                                 8
4.4 No Liability                                                                8
4.5 Amendments                                                                  8
4.6 Other Compensation Plans                                                    9
4.7 Plan Binding on Successors                                                  9
4.8 References to Successor Statutes, Regulations and Rules                     9
4.9 Issuances for Compensation Purposes Only                                    9
4.10 Invalid Provisions                                                        10
4.11 Governing Law                                                             10

ARTICLE 5.  GENERAL AWARD PROVISIONS                                           10

5.1 Participation in the Plan                                                  10
5.2 Award Agreements                                                           10
5.3 Exercise of Awards                                                         11
5.4 Payment for Awards                                                         11
5.5 No Employment or Other Continuing Rights                                   12
5.6 Restrictions Under Applicable Laws and Regulations                         13
5.7 Additional Conditions                                                      14
5.8 No Privileges of Stock Ownership                                           14
5.9 Transferability of Awards                                                  14
5.10 Information to Recipients                                                 15
5.11 Withholding Taxes                                                         16
5.12 Legends on Common Stock Certificates                                      16
5.13 Effect of Termination of Employment on Awards - Employees Only            16
5.14 Effect of Termination of Engagement on Awards - Non-employees Only        18
5.15 Transfer; Leave of Absence                                                18
5.16 Limits on Awards to Certain Eligible Persons                              19
5.17 Performance-based Compensation                                            20

ARTICLE 6.  STOCK OPTIONS                                                      20

6.1 Nature of Stock Options                                                    20
6.2 Option Exercise Price                                                      20
6.3 Option Period and Vesting                                                  20
6.4 Special Provisions Regarding Incentive Stock Options                       21
6.5 Reload Options                                                             21
</TABLE>


1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.)        2




<PAGE>   3

<TABLE>
<S>                                                                            <C>
6.6 RESTRICTIONS                                                               21

ARTICLE 7. RESTRICTED STOCK AWARDS                                             22

7.1 Nature of Restricted Stock Awards                                          22
7.2 Rights as Stockholders                                                     22
7.3 Restriction                                                                22
7.4 Forfeiture or Repurchase or Restricted Stock                               22
7.5 Certificates, Escrows                                                      23
7.6 Vesting of Restricted Stock                                                23
7.7 Waiver, Deferral and Reinvestment of Dividends                             23
7.8 Section 83(b) Election                                                     24

ARTICLE 8. UNRESTRICTED STOCK AWARDS                                           24

8.1 Grant or Sale of Unrestricted Stock                                        24

ARTICLE 9. PERFORMANCE STOCK AWARDS                                            24

9.1 Nature of Performance Stock Awards                                         24
9.2 Rights as a Stockholder                                                    25

ARTICLE 10. DIVIDEND EQUIVALENT RIGHTS                                         25

10.1 Dividend Equivalent Rights                                                25
10.2 Interest Equivalents                                                      25

ARTICLE 11. STOCK APPRECIATION RIGHTS                                          25

11.1 Grant of Stock Appreciation Rights                                        25
11.2 Coupled Stock Appreciation Rights                                         26
11.3 Independent Stock Appreciation Rights                                     26
11.4 Payment and Limitations on Exercise                                       27

ARTICLE 12.  REORGANIZATIONS                                                   27

12.1 Corporate Transactions Not Involving a Change in Control                  27
12.2 Corporate Transactions Involving a Change in Control                      27

ARTICLE 13.  DEFINITIONS                                                       28
</TABLE>


1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.)        3



<PAGE>   4

                              eVENTURES GROUP, INC.

                          1999 OMNIBUS SECURITIES PLAN



1.   PURPOSE OF PLAN

     The Company adopted this Plan to promote the interests of the Company, its
Affiliated Entities and their respective stockholders by using investment
interests in the Company to attract, retain and motivate management and other
persons, including officers, directors, employees and certain consultants of the
Company and the Affiliated Entities to encourage and reward such persons'
contributions to the performance of the Company and to align their interests
with the interests of the Company's stockholders. Capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in Article 13.

2.   EFFECTIVE DATE AND TERM OF PLAN

     2.1 TERM OF PLAN. This Plan became effective as of the Effective Date and
shall continue in effect until the Expiration Date, at which time this Plan
shall automatically terminate.

     2.2 EFFECT ON AWARDS. Awards may be granted during the Plan Term, but no
Awards may be granted after the Plan Term. Notwithstanding the foregoing, each
Award properly granted under this Plan during the Plan Term shall remain in
effect after termination of this Plan until such Award has been exercised,
terminated or expired, as applicable, in accordance with its terms and the terms
of this Plan.

     2.3 STOCKHOLDER APPROVAL. This Plan shall be approved by the Company's
stockholders within twelve (12) months after the Effective Date. The
effectiveness of any Awards granted prior to such stockholder approval shall be
specifically subject to, and conditioned upon, such stockholder approval.

3.   SHARES SUBJECT TO PLAN

     3.1 RESERVED NUMBER OF SHARES. The maximum number of shares of Common Stock
that may be delivered pursuant to Options or other Awards granted under this
Plan as of or prior to any date during the term of this Plan shall be equal to
fifteen percent (15%) of the issued and outstanding shares of Common Stock as
that number is determined by the Company to calculate fully diluted earnings per
share for the Company's fiscal year immediately preceding such date; provided,
however, that for the purposes of determining the number of issued and
outstanding shares of Common Stock as of the date of this Plan, 45,207,673
shares of Common Stock shall be deemed to have been issued and outstanding; and
provided, further, that the maximum number of




1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.)
1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 4

<PAGE>   5

shares of Common Stock that may be delivered pursuant to Incentive Stock Options
granted under this Plan shall be four million (4,000,000), subject in any case
to adjustment as set forth in Section 3.4.

     3.2 SOURCE OF SHARES. The Common Stock to be issued under this Plan will be
made available, at the discretion of the Board, either from authorized but
unissued shares of Common Stock or from previously issued shares of Common Stock
reacquired by the Company, including without limitation, shares purchased on the
open market.

     3.3 AVAILABILITY OF UNUSED SHARES. Shares of Common Stock subject to and/or
underlying any unexercised, unearned or yet-to-be acquired portions of any Award
granted under this Plan that expire, terminate or are canceled, and shares of
Common Stock issued pursuant to Awards under this Plan that are reacquired by
the Company pursuant to the terms under which such shares were issued, will
again become available for the grant of further Awards under this Plan.
Notwithstanding the provisions of this Section 3.3, no shares of Common Stock
may again be optioned, granted or awarded if such action would cause an
Incentive Stock Option to fail to qualify as an incentive stock option under
Section 422 of the IRC.

     3.4 ADJUSTMENT PROVISIONS.

         (a) If (i) the outstanding shares of Common Stock are increased,
     decreased or exchanged for a different number or kind of shares or other
     securities, or if additional shares or new or different shares or other
     securities are distributed in respect of such shares of Common Stock (or
     any stock or securities received with respect to such Common Stock),
     through merger, consolidation, sale or exchange of all or substantially all
     of the assets of the Company, reorganization, recapitalization,
     reclassification, stock dividend, stock split, reverse stock split,
     spin-off or other distribution with respect to such shares of Common Stock
     (or any stock or securities received with respect to such Common Stock), or
     (ii) the value of the outstanding shares of Common Stock is reduced by
     reason of an extraordinary dividend payable in cash or property, an
     appropriate and proportionate adjustment may be made in (1) the maximum
     number and kind of shares or securities available for issuance under this
     Plan, (2) the number and kind of shares or other securities that can be
     granted to any one individual Recipient under his or her Awards, (3) the
     number and kind of shares or other securities subject to then outstanding
     Awards under this Plan, and/or (4) the price for each share or other unit
     of any other securities subject to then outstanding Awards under this Plan.

         (b) No fractional interests will be issued under this Plan resulting
     from any adjustments, but the Administering Body, in its sole discretion,
     may make a cash payment in lieu of any fractional shares of Common Stock
     issuable as a result of such adjustments.

         (c) Any adjustments pursuant to this Section 3.4 shall be made by the
     Administering Body, in its discretion, to preserve the benefits or
     potential benefits intended to be made available under this Plan or with
     respect to any outstanding Awards or otherwise



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 5

<PAGE>   6

necessary to reflect any capital change or other event described in Section
3.4(a), whose determination in that respect shall be final, binding and
conclusive.

         (d) The grant of Awards pursuant to this Plan shall not affect in any
     way the right or power of the Company to make adjustments,
     reclassifications, reorganizations or changes of its capital or business
     structure or to merge or to consolidate or to dissolve, liquidate or sell,
     or transfer all or any part of its business or assets.

         (e) No adjustment to the terms of an Incentive Stock Option shall be
     made unless such adjustment would not cause such Incentive Stock Option to
     lose its status as an incentive stock option under the provisions of the
     IRC, unless the Administering Body determines otherwise.

     3.5 SUBSTITUTE AWARDS. The Administering Body may grant Awards under this
Plan in substitution for stock and stock based awards held by employees of
another corporation who become employees of the Company or an Affiliated Entity
as a result of a merger or consolidation of the employing corporation with the
Company or an Affiliated Entity or the acquisition by the Company or an
Affiliated Entity of property or stock of the employing corporation. The
Administering Body may direct that the substitute Awards be granted on such
terms and conditions as the Administering Body considers appropriate in the
circumstances. Any shares of Common Stock delivered under any such substitute
Awards shall not reduce the maximum number of shares of Common Stock available
for issuance under this Plan.

4.   ADMINISTRATION OF PLAN

     4.1 ADMINISTERING BODY.

         (a) This Plan shall be administered by the Board; provided, however,
     that if the Board appoints a Stock Plan Committee pursuant to Section
     4.1(b), this Plan shall be administered by the Stock Plan Committee,
     subject to the right of the Board to exercise, at any time and from time to
     time, any and all of the duties and responsibilities of the Stock Plan
     Committee as the Administering Body, including, but not limited to,
     establishing procedures to be followed by the Stock Plan Committee;
     provided further, however, that the Board shall not exercise any authority
     regarding matters which under applicable law, rule or regulation,
     including, without limitation, any exemptive rule under Section 16 of the
     Exchange Act (including Rule 16b-3) or IRC Section 162(m), are required to
     be determined in the sole discretion of the Stock Plan Committee. The Stock
     Plan Committee may be (but is not required to be), in the discretion of the
     Board, the same as the compensation committee of the Board, if such
     committee has been appointed.

         (b)

               (i) The Board in its sole discretion may from time to time
          appoint a Stock Plan Committee of not less than two (2) Board members
          to administer this Plan. The Board may from time to time increase or
          decrease (but not below two (2)) the



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 6

<PAGE>   7

          number of members of the Stock Plan Committee, remove from membership
          on the Stock Plan Committee all or any portion of its members, and/or
          appoint such person or persons as it desires to fill any vacancy
          existing on the Stock Plan Committee, whether caused by removal,
          resignation or otherwise. The Board may disband the Stock Plan
          Committee at any time and thereby revest in the Board the
          administration of this Plan.

                  (ii) The Stock Plan Committee shall report to the Board the
          names of Eligible Persons granted Awards, the precise type of Award
          granted, the number of shares of Common Stock issuable pursuant to
          such Award, if any, and the terms and conditions of each such Award.

     4.2 AUTHORITY OF ADMINISTERING BODY.

         (a) Subject to the express provisions of this Plan, the Administering
     Body shall have the power to interpret and construe this Plan and any
     agreements or other documents defining the rights and obligations of the
     Company or any Affiliated Entity and such Eligible Persons who have been
     granted Awards hereunder and thereunder, to determine all questions arising
     hereunder and thereunder, to adopt and amend such rules and regulations for
     the administration hereof and thereof as it may deem desirable, to correct
     any errors, supply any omissions and reconcile any inconsistencies in this
     Plan and/or any Award Agreement or any other instrument relating to any
     Award, and to otherwise carry out the terms of this Plan and such
     agreements and other documents. Such interpretations and constructions by
     the Administering Body of any provisions of this Plan or of any Award, as
     well as any other decisions, actions or inactions of the Administering Body
     relating to this Plan or any Award or Award Agreement, shall be within the
     absolute discretion of the Administering Body (subject only to the express
     terms of this Plan and the Award Agreement and all applicable laws,
     regulations and rules) and shall be final, conclusive and binding upon all
     persons.

         (b) Subject to the express provisions of this Plan, the Administering
     Body may from time to time, in its discretion, select the Eligible Persons
     to whom, and the time or times at which, Awards may be granted; the nature
     of each Award; the number of shares of Common Stock that comprise or
     underlie each Award; the period for the purchase or exercise of each Award,
     as applicable and such other terms and conditions applicable to each
     individual Award as the Administering Body shall determine. Subject to
     Section 5.16(a), the Administering Body may grant, at any time, new Awards
     to an Eligible Person who has previously received Awards whether such prior
     Awards are still outstanding, have previously been canceled, disposed of or
     exercised as a whole or in part, as applicable, or are canceled in
     connection with the issuance of new Awards. The Administering Body may
     grant Awards singly, in combination or in tandem with other Awards, as it
     determines in its discretion. Subject to Section 5.16(a), any and all terms
     and conditions of the Awards, including, without limitation, the purchase
     or exercise price, may be established by the Administering Body without
     regard to existing Awards.



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 7

<PAGE>   8

         (c) Any action of the Administering Body with respect to the
     administration of this Plan shall be taken pursuant to a majority vote of
     the authorized number of members of the Administering Body or by the
     unanimous written consent of its members; provided, however, that (i) if
     the Administering Body is the Stock Plan Committee and consists of two (2)
     members, then actions of the Administering Body must be unanimous and (ii)
     if the Administering Body is the Board, actions taken at a meeting of the
     Board shall be valid if approved by directors constituting a majority of
     the required quorum for such meeting.

         (d) Except to the extent prohibited by applicable law, including,
     without limitation, the requirements applicable under IRC Section 162(m) to
     any Award intended to be "qualified performance-based compensation," or the
     requirements for any Award granted to an officer of the Company or a
     Director to be covered by any exemptive rule under Section 16 of the
     Exchange Act (including Rule 16b-3), or the rules of a stock exchange or
     automated quotation system then listing shares of Common Stock, the
     Administering Body may, in its discretion, allocate all or any portion of
     its responsibilities and powers under this Plan to any one or more of its
     members and/or delegate all or any part of its responsibilities and powers
     under this Plan to any person or persons selected by it; provided, however,
     that the Administering Body may not delegate its authority to correct
     errors, omissions or inconsistencies in this Plan. Any such authority
     delegated or allocated by the Administering Body under this paragraph (d)
     of Section 4.2 shall be exercised in accordance with the terms and
     conditions of this Plan and any rules, regulations or administrative
     guidelines that may from time to time be established by the Administering
     Body, and any such allocation or delegation may be revoked by the
     Administering Body at any time.

     4.3 ELIGIBILITY. Only Eligible Persons shall be eligible to receive Awards
under this Plan.

     4.4 NO LIABILITY. No member of the Board or the Stock Plan Committee or any
designee thereof will be liable for any action or inaction with respect to this
Plan or any Award or any transaction arising under this Plan or any Award,
except in circumstances constituting bad faith of such member.

     4.5 AMENDMENTS.

         (a) The Administering Body may, insofar as permitted by applicable law,
     rule or regulation, from time to time suspend or discontinue this Plan or
     revise or amend it in any respect whatsoever, and this Plan as so revised
     or amended will govern all Awards hereunder, including those granted before
     such revision or amendment; provided, however, that, except as otherwise
     provided by this Plan, no such revision or amendment shall materially
     impair or diminish any rights or obligations under any Award previously
     granted under this Plan, without the written consent of the Recipient.
     Without limiting the generality of the foregoing, the Administering Body is
     authorized to amend this Plan to



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 8

<PAGE>   9

     comply with or take advantage of amendments to applicable laws, rules or
     regulations, including amendments to the Securities Act, Exchange Act or
     the IRC or any rules or regulations promulgated thereunder. No such
     revision or amendment of this Plan shall be made without first obtaining
     approval of the stockholders of the Company to the extent such approval is
     required by applicable law, rule or regulation, including, without
     limitation, the requirements of any stock exchange or automated quotation
     system then listing the shares of Common Stock or any applicable
     requirements relating to Incentive Stock Options or for exemption from IRC
     Section 162(m) or the then-applicable requirements of Rule 16b-3.

         (b) The Administering Body may amend the terms and conditions of an
     Award previously granted under this Plan, including any Award Agreement,
     retroactively or prospectively, but no such amendment shall materially
     impair or diminish any rights or obligations of a Recipient under such
     Award without such Recipient's written consent. Without limiting the
     generality of the foregoing, the Administering Body may, in its discretion,
     at any time and from time to time after the grant of any Award (i)
     accelerate or extend the vesting or exercise period, or lapse of
     restrictions, applicable to any Award as a whole or in part, (ii) adjust or
     reduce the purchase or exercise price, as applicable, of Awards held by
     such Recipient by cancellation of such Awards and granting of Awards at
     lower purchase or exercise prices or by modification, extension or renewal
     of such Awards and (iii) reduce or otherwise modify the performance goals
     applicable to any Award. Notwithstanding any other provision of this Plan
     to the contrary, no amendment or modification of this Plan or any
     outstanding Award shall cause any outstanding Award granted with the
     intention that it qualify as Performance-Based Compensation to fail to
     continue to so qualify. In the case of Incentive Stock Options, Recipients
     acknowledge that extensions of the exercise period may result in the loss
     of the favorable tax treatment afforded incentive stock options under
     Section 422 of the IRC.

     4.6 OTHER COMPENSATION PLANS. The adoption of this Plan shall not affect
any other stock option, securities purchase, incentive or other compensation
plans in effect for the Company or any Affiliated Entity, and this Plan shall
not preclude the Company or an Affiliated Entity from establishing any other
forms of incentive or other compensation for Employees, Directors, Consultants
or others, whether or not approved by the stockholders of the Company.

     4.7 PLAN BINDING ON SUCCESSORS. This Plan shall be binding upon the
successors and assigns of the Company.

     4.8 REFERENCES TO SUCCESSOR STATUTES, REGULATIONS AND RULES. Any reference
in this Plan to a particular statute, regulation or rule shall also refer to any
successor provision of such statute, regulation or rule.

     4.9 ISSUANCES FOR COMPENSATION PURPOSES ONLY. This Plan constitutes an
"employee benefit plan" as defined in Rule 405 promulgated under the Securities
Act. Awards to eligible Employees or Directors shall be granted for any lawful
consideration, including compensation for services



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 9

<PAGE>   10

rendered, promissory notes or otherwise. Awards to eligible Consultants shall be
granted only in exchange for bona fide services rendered by such Consultants and
such services must not be in connection with the offer and sale of securities in
a capital-raising transaction.

     4.10 INVALID PROVISIONS. In the event that any provision of this Plan is
found to be invalid or otherwise unenforceable under any applicable law, such
invalidity or unenforceability shall not be construed as rendering any other
provisions contained herein invalid or unenforceable, and all such other
provisions shall be given full force and effect to the same extent as though the
invalid and unenforceable provision were not contained herein.

     4.11 GOVERNING LAW. This Plan and each Award Agreement shall be governed by
and interpreted in accordance with the internal laws of the State of Delaware,
without giving effect to the principles of the conflicts of laws thereof.


5.   GENERAL AWARD PROVISIONS

     5.1 PARTICIPATION IN THIS PLAN.

         (a) A person shall be eligible to receive Award grants under this Plan
     if, at the time of the grant of such Award, such person is an Eligible
     Person.

         (b) Incentive Stock Options may be granted only to Employees who, at
     the date of granting of such Incentive Stock Options, are Employees of the
     Company or a Parent Corporation or a Subsidiary Corporation, and otherwise
     meet the employment requirements of Section 422 of the IRC, or a similar
     statute governing Incentive Stock Options.

         (c) Notwithstanding anything to the contrary herein, the Administering
     Body may, in its discretion, in order to fulfill the purposes of this Plan,
     modify grants of Awards to Recipients who are foreign nationals or employed
     outside of the United States to recognize differences in applicable law,
     tax policy or local custom.

     5.2 AWARD AGREEMENTS.

         (a) Each Award granted under this Plan shall be evidenced by an
     agreement duly executed on behalf of the Company and by the Recipient or,
     in the Administering Body's discretion, a confirming memorandum issued by
     the Company to the Recipient, setting forth such terms and conditions
     applicable to such Award as the Administering Body may in its discretion
     determine. Award Agreements may but need not be identical and shall comply
     with and be subject to the terms and conditions of this Plan, a copy of
     which shall be provided to each Recipient and incorporated by reference
     into each Award Agreement. Any Award Agreement may contain such other
     terms, provisions and conditions not inconsistent with this Plan as may be
     determined by the Administering Body.



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 10

<PAGE>   11

         (b) In case of any conflict between this Plan and any Award Agreement,
     this Plan shall control except as specifically provided in the Award
     Agreement.

         (c) In case of any conflict between this Plan and any Award Agreement,
     on the one hand, and any employment agreement (an "Employment Agreement")
     between a Recipient and either the Company and/or an Affiliated Entity, on
     the other hand, the terms and conditions of the Employment Agreement shall
     apply with respect to those items specifically addressed in the Employment
     Agreement.

         (d) In consideration of the granting of an Award under this Plan, if
     requested by the Company, the Recipient shall agree, in the Award
     Agreement, to remain in the employ of (or to consult for or to serve as a
     Director of, as applicable) the Company or any Affiliated Entity for a
     period of at least one (1) year (or such shorter period as may be fixed in
     the Award Agreement or by action of the Administering Body following grant
     of the Award) after the Award is granted (or, in the case of a Director,
     until the next annual meeting of stockholders of the Company).

     5.3 EXERCISE OF AWARDS. No Award granted hereunder shall be issuable or
exercisable except in respect of whole shares, and fractional share interests
shall be disregarded. Not less than 100 shares of Common Stock (or such other
amount as is set forth in the applicable Award Agreement) may be purchased or
issued at one time upon exercise of a Stock Option or under any other Award, and
Stock Options and other Awards must be exercised, issued or purchased, as
applicable, in multiples of 100 shares unless the number of shares purchased is
the total number of shares at the time available under the terms of the Award.
An Award shall be deemed to be claimed or exercised when the Secretary or other
official of the Company designated by the Administering Body receives
appropriate written notice, on such form acceptable to the Administering Body,
from the Recipient together with payment of the applicable purchase or exercise
price, if any, made in accordance with the Award Agreement and any amounts
required under Section 5.11 of this Plan. Notwithstanding any other provision of
this Plan, the Administering Body may impose, by rule and/or in Award
Agreements, such conditions upon the exercise of Awards (including without
limitation conditions limiting the time of exercise to specified periods) as may
be required to satisfy applicable regulatory requirements, including without
limitation Rule 16b-3 and Rule 10b-5 under the Exchange Act, or any other
applicable law, regulation or rule, including, without limitation, any
applicable requirements under the IRC, or the regulations promulgated
thereunder.

     5.4 PAYMENT FOR AWARDS.

         (a) Awards requiring payment of a purchase or exercise price shall be
     payable upon the exercise or purchase of such Award by delivery of legal
     tender of the United States or payment of such other consideration
     permitted by applicable law as the Administering Body may from time to time
     deem acceptable in any particular instance, including consideration
     pursuant to paragraph (b) or (c) of this Section 5.4.



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 11

<PAGE>   12

         (b) The Company may, in the discretion of the Administering Body,
     assist any Recipient (including without limitation any Employee, Director
     or Consultant) in the payment of the exercise price or other amounts
     payable in connection with the receipt or exercise of such Award, by
     lending such amounts to such person on such terms and at such rates of
     interest and upon such security (if any) as shall be approved by the
     Administering Body.

         (c) In the discretion of the Administering Body, and subject to such
     limitations or conditions as it may prescribe, if permitted by applicable
     law, (i) payments for purchase or exercise of Awards may be by matured
     capital stock of the Company (i.e., capital stock owned longer than six (6)
     months by the person delivering such capital stock (or by such person and
     his or her spouse jointly)) delivered in transfer to the Company by or on
     behalf of the Recipient exercising or purchasing the Award and duly
     endorsed in blank or accompanied by stock powers duly endorsed in blank,
     with signatures guaranteed in accordance with the Exchange Act if required
     by the Administering Body (valued at Fair Market Value as of the exercise
     or purchase date), or such other consideration as the Administering Body
     may from time to time in the exercise of its discretion deem acceptable in
     any particular instance; (ii) the Administering Body may allow the exercise
     of Stock Options in a broker-assisted or similar transaction in which the
     exercise price is not received by the Company until promptly after
     exercise; and (iii) the Administering Body may allow the Company to loan
     the applicable purchase or exercise price to the Recipient, if the purchase
     or exercise will be followed by a prompt sale of some or all of the
     underlying shares and a portion of the sale proceeds is dedicated to full
     payment of the purchase or exercise price and amounts required pursuant to
     Section 5.11 of this Plan.

     5.5 NO EMPLOYMENT OR OTHER CONTINUING RIGHTS. Nothing contained in this
Plan (or in any Award Agreement or in any other agreement or document related to
this Plan or to Awards granted hereunder) shall confer upon (a) any Eligible
Person or Recipient any right to continue in the employ (or other business
relationship) of the Company or any Affiliated Entity or constitute any contract
or agreement of employment or engagement, or interfere in any way with the right
of the Company or any Affiliated Entity to reduce such person's compensation or
other benefits or to terminate the employment or engagement of such Eligible
Person or Recipient, with or without cause; or (b) any Recipient any right to
exercise or claim his or her Award otherwise than in accordance with the express
terms and conditions of his or her Award Agreement and this Plan. Except as
expressly provided in this Plan or in any Award Agreement pursuant to this Plan,
the Company and any Affiliated Entity shall have the right to deal with each
Recipient in the same manner as if this Plan and any such Award Agreement did
not exist, including without limitation with respect to all matters related to
the hiring, retention, discharge, compensation and conditions of the employment
or engagement of the Recipient. Any questions as to whether and when there has
been a termination of a Recipient's employment or engagement, the reason (if
any) for such termination, and/or the consequences thereof under the terms of
this Plan or any statement evidencing the grant of Awards pursuant to this Plan
shall be determined by the Administering Body, and the Administering Body's
determination thereof shall be final and binding.



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 12

<PAGE>   13

     5.6 RESTRICTIONS UNDER APPLICABLE LAWS AND REGULATIONS.

         (a) All Awards granted under this Plan shall be subject to the
     requirement that, if at any time the Company shall determine, in its
     discretion, that the listing, registration or qualification of the shares
     subject to any such Award granted under this Plan upon any securities
     exchange or under any federal, state or foreign law, or the consent or
     approval of any government regulatory body, is necessary or desirable as a
     condition of, or in connection with, the granting of such Awards or the
     issuance, if any, or purchase of shares in connection therewith, such
     Awards may not be granted or exercised as a whole or in part unless and
     until such listing, registration, qualification, consent or approval shall
     have been effected or obtained free of any conditions not acceptable to the
     Administering Body. During the term of this Plan, the Company will use
     reasonable efforts to seek to obtain from the appropriate regulatory
     agencies any requisite qualifications, consents, approvals or
     authorizations in order to issue and sell such number of shares of its
     Common Stock as shall be sufficient to satisfy the requirements of this
     Plan. The inability of the Company to obtain from any such regulatory
     agency having jurisdiction thereof the qualifications, consents, approvals
     or authorizations deemed by the Company to be necessary for the lawful
     issuance and sale of any shares of its Common Stock hereunder shall relieve
     the Company of any liability in respect of the nonissuance or sale of such
     stock as to which such requisite authorization shall not have been
     obtained.

         (b) The Company shall be under no obligation to register or qualify the
     issuance of Awards or underlying shares of Common Stock under the
     Securities Act or applicable state securities laws. Unless the shares of
     Common Stock applicable to any such Award have been registered under the
     Securities Act and qualified or registered under applicable state
     securities laws, the Company shall be under no obligation to issue any
     shares of Common Stock covered by any Award unless the Award and underlying
     shares of Common Stock, as applicable, may be issued pursuant to applicable
     exemptions from such registration or qualification requirements. In
     connection with any such exempt issuance, the Administering Body may
     require the Recipient to provide a written representation and undertaking
     to the Company, satisfactory in form and scope to the Administering Body
     and upon which the Company may reasonably rely, that such Recipient is
     acquiring such shares of Common Stock for his or her own account as an
     investment and not with a view to, or for sale in connection with, the
     distribution of any such shares of Common Stock, and that such person will
     make no transfer of the same except in compliance with any rules and
     regulations in force at the time of such transfer under the Securities Act
     and other applicable law, and that if shares of Common Stock are issued
     under this Plan without such registration, a legend to this effect
     (together with any other legends deemed appropriate by the Administering
     Body) may be endorsed upon the certificates evidencing the shares of Common
     Stock so issued. The Administering Body may also order its transfer agent
     to stop transfers of such shares. The Administering Body may also require
     the Recipient to provide the Company such information and other documents
     as the Administering Body may request in order to satisfy the Administering
     Body as to the



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 13

<PAGE>   14

investment sophistication and experience of the Recipient and as to any other
conditions for compliance with any such exemptions from registration or
qualification.

     5.7 ADDITIONAL CONDITIONS. Any Award may also be subject to such other
provisions (whether or not applicable to any other Award or Eligible Person) as
the Administering Body determines appropriate, in accordance with this Plan and
the Award Agreement, including, without limitation, (a) provisions to assist the
Recipient in financing the purchase of Common Stock issuable as a result of such
Award, (b) provisions for the forfeiture of or restrictions on resale or other
disposition of shares of Common Stock acquired under any Award, (c) provisions
giving the Company the right to repurchase shares of Common Stock acquired under
any Award in the event the Recipient elects to dispose of such shares, and (d)
provisions to comply with federal, state or foreign securities laws and federal,
state or foreign income or employment tax withholding requirements.

     5.8 NO PRIVILEGES OF STOCK OWNERSHIP. Except as otherwise set forth herein,
a Recipient shall have no rights as a stockholder with respect to any shares
issuable or issued in connection with an Award until the date of the exercise of
the Option or Stock Appreciation Right, if applicable, in accordance with the
Award Agreement and this Plan, and the receipt by the Company of all amounts
payable in connection with the purchase or exercise, as applicable, of the
Award, the satisfaction or waiver of all applicable performance goals and
performance by the Recipient of all conditions and obligations applicable to the
Award, in accordance with this Plan and the applicable Award Agreement. Status
as an Eligible Person shall not be construed as a commitment that any Award will
be granted under this Plan to an Eligible Person or to Eligible Persons
generally. No person shall have any right, title or interest in any fund or in
any specific asset (including shares of capital stock) of the Company by reason
of any Award granted hereunder. Neither this Plan (nor any documents related
hereto) nor any action taken pursuant hereto (or thereto) shall be construed to
create a trust of any kind or a fiduciary relationship between the Company and
any Person. To the extent that any Person acquires any right with respect to
Awards hereunder, such right shall be no greater than the right of any unsecured
general creditor of the Company.

     5.9 TRANSFERABILITY OF AWARDS.

         (a) Except as otherwise provided by this Section 5.9 or by the
     Administering Body, no Award under this Plan may be sold, pledged,
     assigned, transferred, encumbered, alienated, hypothecated or otherwise
     disposed of (whether voluntarily or involuntarily or by operation of law by
     judgment, levy, attachment, garnishment or any other legal or equitable
     proceedings (including bankruptcy)) in any manner other than by will or the
     laws of descent and distribution or, subject to the consent of the
     Administering Body, pursuant to a DRO, unless and until such Award has been
     exercised, if applicable, and the shares of Common Stock underlying such
     Award have been issued, and all restrictions applicable to such shares have
     lapsed, and no Award or interest or right therein shall be liable for the
     debts, contracts, liabilities or contractual obligations of the Recipient
     thereof. Any attempted disposition of an Award or any interest therein
     shall be null and void and of no



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 14

<PAGE>   15

     effect, except to the extent that such disposition is permitted by the
     preceding sentence.

         (b) Except as otherwise provided by the Administering Body, during the
     lifetime of a Recipient, only he or his court appointed guardian may
     exercise an Award (or any portion thereof) granted to him under this Plan,
     unless it has been transferred in accordance with paragraph (c) of this
     Section 5.9 or, with the consent of the Administering Body, pursuant to a
     DRO. After the death of a Recipient, any exercisable or vested but unpaid
     portion of an Award may, prior to the time when such portion becomes
     unexercisable or is terminated or expires under this Plan or the applicable
     Award Agreement, be exercised by or paid to the beneficiary most recently
     named by such Recipient in a written designation thereof filed with the
     Company, to the extent permitted by the Recipient's Award Agreement, or, in
     the absence of a validly designated beneficiary, his or her personal
     representative or by any person empowered to do so under the deceased
     Recipient's will or under the then applicable laws of descent and
     distribution. In the event any Award is to be exercised by, or paid to, the
     executors, administrators, heirs or distributees of the estate of a
     deceased Recipient, or such Recipient's beneficiary, or an incapacitated
     Recipient's guardian, or the transferee of such Award, in any case pursuant
     to the terms and conditions of this Plan and the applicable Award
     Agreement, and in accordance with such terms and conditions as may be
     specified from time to time by the Administering Body, the Company shall be
     under no obligation to issue shares of Common Stock or make any payment
     under such Award unless and until the Administering Body is satisfied that
     the person or persons exercising or to receive payment under such Award is
     the duly appointed legal representative of the deceased Recipient's estate
     or the proper legatee or distributee thereof.

         (c) The Administering Body may, in its discretion, permit the transfer
     of an Award to, exercise of an Award by, or payment of an Award to, a
     person other than the Recipient who received the grant of such Award in
     accordance with the Award Agreement and such terms and conditions as the
     Administering Body may specify from time to time.

         (d) Notwithstanding the foregoing, no Stock Option owned by a Recipient
     subject to Section 16 of the Exchange Act may be assigned or transferred in
     any manner inconsistent with Rule 16b-3, and Incentive Stock Options (or
     other Stock Options subject to transfer restrictions under the IRC) may not
     be assigned or transferred if such assignment or transfer would cause such
     an Incentive Stock Option to fail to qualify under Section 422 of the IRC
     (or any comparable or successor provision) or the regulations thereunder.

     5.10 INFORMATION TO RECIPIENTS.

         (a) The Administering Body in its sole discretion shall determine what,
     if any, financial and other information shall be provided to Recipients and
     when such financial and other information shall be provided after giving
     consideration to applicable federal, state and foreign laws, rules and
     regulations, including without limitation applicable federal, state and
     foreign securities laws, rules and regulations.



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 15

<PAGE>   16

         (b) The furnishing of financial and other information that is
     confidential to the Company shall be subject to the Recipient's agreement
     that the Recipient shall maintain the confidentiality of such financial and
     other information, shall not disclose such information to third parties,
     and shall not use the information for any purpose other than evaluating an
     investment in the Company's securities under this Plan. The Administering
     Body may impose other restrictions on the access to and use of such
     confidential information and may require a Recipient to acknowledge the
     Recipient's obligations under this Section 5.10(b) (which acknowledgment
     shall not be a condition to the Recipient's obligations under this Section
     5.10(b)).

     5.11 WITHHOLDING TAXES. Whenever the granting, vesting, exercise or payment
of any Award granted under this Plan, or the transfer of any shares issued upon
exercise of any Award, gives rise to tax or tax withholding liabilities or
obligations, the Administering Body shall have the right, as a condition to the
issuance of any shares of Common Stock under, or other payment of, such Award,
to require the Recipient to remit to the Company an amount sufficient to satisfy
all such federal, state, local and foreign tax requirements, and the Company or
any Affiliated Entity shall, to the extent permitted by applicable law, have the
right to deduct any such taxes from any payment of any kind otherwise due to
such Recipient. The Administering Body may, in the exercise of its discretion,
permit a Recipient to satisfy such tax withholding requirements by (a) delivery
to the Company of Common Stock owned by such Recipient (or by such Recipient and
his or her spouse jointly) and acquired more than six (6) months prior to such
delivery or (b) electing withholding by the Company of a portion of the Common
Stock otherwise issuable in connection with such Recipient's Award (provided,
however, that the amount of any Common Stock so withheld shall not exceed the
amount necessary to satisfy required federal, state, local and foreign
withholding obligations using the minimum statutory rate), to the extent
permitted by applicable law and pursuant to procedures approved by the
Administering Body.

     5.12 LEGENDS ON COMMON STOCK CERTIFICATES. Each certificate representing
shares acquired as a result of any Award granted hereunder shall be endorsed
with all legends, if any, required by applicable federal and state securities or
other laws or the Administering Body to be placed on the certificate. The
determination of which legends, if any, shall be placed upon such certificates
shall be made by the Administering Body in its sole discretion and such decision
shall be final and binding.

     5.13 EFFECT OF TERMINATION OF EMPLOYMENT ON AWARDS - EMPLOYEES ONLY.

         (a) TERMINATION FOR JUST CAUSE. Subject to Section 5.13(c), and except
     as otherwise provided in a written agreement (including, without
     limitation, any Award Agreement) between the Company and/or an Affiliated
     Entity and the Recipient, which may be entered into at any time before or
     after termination of employment of the Recipient, in the event of a Just
     Cause Dismissal of an Employee Recipient from employment with the Company
     or any Affiliated Entity, all of the Recipient's unvested Awards shall be
     terminated and become void, and all of the Recipient's unexercised Awards
     (whether or not vested) shall



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 16

<PAGE>   17

     be forfeited, expire and become void, as of the date of such Just Cause
     Dismissal.

         (b) TERMINATION OTHER THAN FOR JUST CAUSE DISMISSAL. Subject to Section
     5.13(c), and except as otherwise provided in a written agreement
     (including, without limitation, any Award Agreement) between the Company
     and/or an Affiliated Entity and the Recipient, which may be entered into at
     any time before or after termination of employment, in the event of an
     Employee Recipient's termination of employment with the Company or any
     Affiliated Entity for:

               (i) any reason other than for Just Cause Dismissal, death,
          Permanent Disability or Retirement, the Recipient's unvested and/or
          unexercised Awards, whether or not vested, shall expire and become
          void as of the earlier of (A) the date such Awards would have expired
          in accordance with their terms had the Recipient remained employed and
          (B) three (3) months after the date of such termination; or

               (ii) death, Permanent Disability or Retirement, the Recipient's
          unvested and/or unexercised, whether or not vested, Awards shall
          expire and become void as of the earlier of (A) the date such Awards
          would have expired in accordance with their terms had the Recipient
          remained employed and (B) one (1) year after the date of such
          termination; provided, however, that the one-year period provided in
          (B) shall be three (3) months for Incentive Stock Options following
          termination of employment for Retirement.

         (c) ALTERATION OF VESTING AND EXERCISE PERIODS. Notwithstanding
     anything to the contrary in Section 5.13(a) or Section 5.13(b), the
     Administering Body may in its discretion designate shorter or longer
     periods to claim or otherwise exercise Awards following a Recipient's
     termination of employment with the Company or any Affiliated Entity;
     provided, however, that any shorter periods determined by the Administering
     Body shall be effective only if provided for in the Award Agreement that
     evidences the Recipient's Award or if such shorter period is agreed to in
     writing between the Recipient and the Company. Notwithstanding anything to
     the contrary herein, Awards shall be claimed, paid or exercisable by a
     Recipient following such Recipient's termination of employment with the
     Company or any Affiliated Entity only to the extent that installments
     thereof had become exercisable or vested (i.e., in the case of any
     Restricted Stock Awards, to the extent restrictions described in Article 7
     applicable to such Awards have lapsed) on or prior to the date of such
     termination; and provided further that the Administering Body may, in its
     discretion, elect to accelerate the vesting or exercisability of, or lapse
     of restrictions applicable to, all or any portion of any Awards that had
     not become vested or exercisable on or prior to the date of such
     termination, in the event of a termination of employment due to the
     Recipient's death or Permanent Disability, or, except with respect to any
     Award intended to qualify as Performance-Based Compensation, in the event
     of Retirement or otherwise. Furthermore, at any time prior to a Recipient's
     termination of employment with the Company or any Affiliated Entity, the
     Administering Body may, in its discretion, accelerate the vesting or
     exercisability, or waive



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 17

<PAGE>   18

     or, subject to the other provisions of this Plan, amend any and all of the
     goals, restrictions or conditions imposed under any Award; provided,
     however, no such acceleration, waiver or amendment shall cause any Award
     otherwise intended to qualify as Performance-Based Compensation to fail to
     so qualify.

     5.14 EFFECT OF TERMINATION OF ENGAGEMENT ON AWARDS - NON-EMPLOYEES ONLY.

         (a) TERMINATION OF ENGAGEMENT. Subject to Section 5.14(b), and except
     as otherwise provided in a written agreement between the Company and/or an
     Affiliated Entity and the Recipient, which may be entered into at any time
     before or after termination of engagement of the Recipient, in the event of
     the termination of any non-Employee Recipient's engagement with the Company
     or any Affiliated Entity (including any such Recipient who is a Director,
     but not also an Employee, or a Consultant), all of the Recipient's unvested
     Awards shall be terminated and become void, and all of the Recipient's
     unexercised Awards (whether or not vested) shall be forfeited, expire and
     become void as of the earlier of (i) the date such Awards would expire in
     accordance with their terms had the Recipient remained engaged by the
     Company or such Affiliated Entity and (ii)(A) three (3) months after such
     termination as a result of death or Permanent Disability and (B) thirty
     (30) days after such termination for any other reason.

         (b) ALTERNATION OF VESTING AND EXERCISE PERIODS. Notwithstanding
     anything to the contrary in Section 5.14(a), the Administering Body may, in
     its discretion, designate shorter or longer periods to claim or otherwise
     exercise Awards following a non-Employee Recipient's termination of
     engagement with the Company or any Affiliated Entity; provided, however,
     that any shorter periods determined by the Administering Body shall be
     effective only if provided for in the Award Agreement that evidences the
     Recipient's Award or if such shorter period is agreed to in writing by the
     Recipient. Notwithstanding anything to the contrary herein, Awards shall be
     claimed, paid or exercisable by a Recipient following such Recipient's
     termination of engagement with the Company or any Affiliated Entity only to
     the extent that the installments thereof had become exercisable or vested
     (i.e., in the case of any Restricted Stock Awards, to the extent
     restrictions described in Article 7 applicable to such Awards have lapsed)
     on or prior to the date of such termination; and provided further that the
     Administering Body may, in its discretion, elect to accelerate the vesting
     or exercisability of, or lapse of restrictions applicable to, all or any
     portion of any Awards that had not become vested or exercisable on or prior
     to the date of such termination. Furthermore, at any time prior to a
     Recipient's termination of engagement with the Company or any Affiliated
     Entity, the Administering Body may, in its discretion, accelerate the
     vesting or exercisability, or waive or, subject to the other provisions of
     this Plan, amend any and all of the goals, restrictions or conditions
     imposed under any Award.

     5.15 TRANSFER; LEAVE OF ABSENCE. For purposes of this Plan, the transfer by
a Recipient to the employment or engagement of (i) the Company from an
Affiliated Entity, (ii) from the Company to an Affiliated Entity or (iii) from
one Affiliated Entity to another Affiliated Entity (including,



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 18

<PAGE>   19

with respect to Consultants, the assignment between the Company and an
Affiliated Entity or between two Affiliated Entities, as applicable, of an
agreement pursuant to which such services are rendered) or, with respect solely
to Employees, an approved leave of absence for military service, sickness, or
for any other purpose approved by the Company, shall not be deemed a termination
of employment or engagement of such Recipient, as the case may be; provided,
however, that a change in status of a Recipient from an Employee to a
Consultant, or to a Director who is not an Employee, shall be considered a
termination of such Recipient's employment with the Company or an Affiliated
Entity for purposes of this Plan and such Recipient's Awards, except to the
extent that the Administering Body determines, in its discretion, otherwise with
respect to any Award that is not an Incentive Stock Option. In no event,
however, shall an Award be exercisable after the date such Award would expire in
accordance with its terms had the Recipient remained continuously employed or
engaged in the service of the Company or an Affiliated Entity. Whether a
Recipient's employment or service with the Company or any Affiliated Entity has
terminated, and, if so, whether such termination constituted Just Cause
Dismissal, shall be determined by the Administering Body, in its good faith
discretion, in accordance with this Plan, and any such determination shall be
final, binding and conclusive upon all persons.

     5.16 LIMITS ON AWARDS TO CERTAIN ELIGIBLE PERSONS.

         (a) LIMITATIONS APPLICABLE TO IRC SECTION 162(M) RECIPIENTS.
     Notwithstanding any other provision of this Plan, in order for the
     compensation attributable to Awards hereunder to qualify as
     Performance-Based Compensation, no one Eligible Person shall be granted any
     one or more Awards with respect to more than Five Hundred Thousand
     (500,000) shares of Common Stock in any one calendar year. The limitation
     set forth in this Section 5.16(a) shall be subject to adjustment as
     provided in Section 3.4 and under Article 12, but only to the extent such
     adjustment would not affect the status of compensation attributable to
     Awards hereunder as Performance-Based Compensation. To the extent required
     by Section 162(m) of the IRC, shares of Common Stock subject to Awards
     which are canceled shall continue to be counted against such limitation and
     if, after the grant of an Award, the price of shares subject to such Award
     is reduced and the transaction is treated as a cancellation of the Award
     and a grant of a new Award, both the Award deemed to be canceled and the
     Award deemed to be granted shall be counted against such limitation.

         (b) LIMITATIONS APPLICABLE TO SECTION 16 PERSONS. Notwithstanding any
     other provision of this Plan, this Plan, and any Award granted or awarded
     to any individual who is then subject to Section 16 of the Exchange Act,
     shall be subject to any additional limitations set forth in any applicable
     exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3)
     that are requirements for the application of such exemptive rule. To the
     extent permitted by applicable law, this Plan and Awards granted or awarded
     hereunder shall be deemed amended to the extent necessary to conform to
     such applicable exemptive rule.



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 19

<PAGE>   20

     5.17 PERFORMANCE-BASED COMPENSATION. If the amount of compensation an
Eligible Person may receive under any Award is not based solely on an increase
in the value of Common Stock after the date of grant, the Administering Body, in
order to qualify such Awards as Performance-Based Compensation, may condition
the payment, granting, vesting or exercisability or purchase price of such
Awards on the attainment of one or more pre-established, objective performance
goals that are determined over a measurement period or periods established by
the Administering Body and relate to one or more Performance Criteria. The
Administering Body shall establish and administer any such performance goals.
Payment of compensation in respect of any such Award shall not be made unless
and until the Administering Body certifies in writing that the applicable
performance goals and any other material terms of such Award were in fact
satisfied, except as otherwise provided by the Administering Body in accordance
with this Plan and the applicable Award Agreement in the event of termination of
a Recipient's employment or service with the Company or an Affiliated Entity due
to death or Disability or in the event of a Change in Control.

6.   STOCK OPTIONS

     6.1 NATURE OF STOCK OPTIONS. Subject to the limitations provided otherwise
herein, Stock Options may be Incentive Stock Options or Non-qualified Stock
Options. Each Award Agreement relating to a Stock Option shall state whether
such Option will be treated as an Incentive Stock Option or a Non-qualified
Stock Option.

     6.2 OPTION EXERCISE PRICE. The exercise price for each Stock Option shall
be determined by the Administering Body as of the date such Stock Option is
granted and stated in the Award Agreement. The exercise price shall be no less
than the Fair Market Value of the Common Stock subject to the Option on the date
such Option is granted; provided, however, that the Administering Body may, in
its discretion, with the consent of the Recipient in the case of an Incentive
Stock Option, amend the terms of any Stock Option not intended to qualify as
Performance-Based Compensation to provide that the exercise price of the shares
remaining subject to the Stock Option shall be reestablished at a price not less
than 100% of the Fair Market Value of the Common Stock on the effective date of
the amendment.

     6.3 OPTION PERIOD AND VESTING. Stock Options granted hereunder shall vest
and may be exercised as determined by the Administering Body and stated in the
Award Agreement, except that exercise of such Stock Options after termination of
the Recipient's employment or engagement shall be subject to Section 5.13 or
5.14, as the case may be. Each Stock Option granted hereunder and all rights or
obligations thereunder shall expire on such date as shall be determined by the
Administering Body, but not later than ten (10) years after the date the Stock
Option is granted and shall be subject to earlier termination as provided herein
or in the Award Agreement. The Administering Body may, in its discretion at any
time and from time to time after the grant of a Stock Option, accelerate vesting
of such Option as a whole or in part by increasing the number of shares then
purchasable, provided that the total number of shares subject to such Stock
Option may not be increased. Except as otherwise provided herein, a Stock Option
shall



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 20

<PAGE>   21

become exercisable, as a whole or in part, on the date or dates, or upon
satisfaction of such conditions, specified by the Administering Body and
thereafter shall remain exercisable until the expiration or earlier termination
of the Stock Option.

     6.4 SPECIAL PROVISIONS REGARDING INCENTIVE STOCK OPTIONS.

         (a) Notwithstanding anything in this Article 6 to the contrary, the
     exercise price and vesting period of any Stock Option intended to qualify
     as an Incentive Stock Option shall comply with the provisions of Section
     422 of the IRC and the regulations thereunder. As of the Effective Date,
     such provisions require, among other matters, that (i) the exercise price
     must not be less than the Fair Market Value of the underlying stock as of
     the date the Incentive Stock Option is granted, and not less than 110% of
     the Fair Market Value as of such date in the case of a grant to a
     Significant Stockholder; and (ii) that the Incentive Stock Option not be
     exercisable after the expiration of five (5) years from the date of grant
     in the case of an Incentive Stock Option granted to a Significant
     Stockholder.

         (b) The aggregate Fair Market Value (determined as of the respective
     date or dates of grant) of the Common Stock for which one or more Incentive
     Stock Options granted to any Recipient under this Plan (or any other option
     plan of the Company or an Affiliated Entity) may for the first time become
     exercisable as "incentive stock options" under the IRC during any one
     calendar year shall not exceed $100,000.

         (c) Any Options granted as Incentive Stock Options pursuant to this
     Plan that for any reason fail or cease to qualify as such shall be treated
     as Non-qualified Stock Options.

     6.5 RELOAD OPTIONS. At the discretion of the Administering Body, Stock
Options granted pursuant to this Plan may include a "reload" feature pursuant to
which a Recipient exercising an Option by the delivery of a number of shares of
matured capital stock in accordance with Section 5.4(c) hereof and the Award
Agreement would automatically be granted an additional Option (with an exercise
price equal to the Fair Market Value of the Common Stock on the date the
additional Option is granted and with the same expiration date as the original
Option being exercised, and with such other terms as the Administering Body may
provide) to purchase that number of shares of Common Stock equal to the number
delivered to exercise the original Option.

     6.6 RESTRICTIONS The Administering Body, in its sole and absolute
discretion, may impose such restrictions on the ownership and transferability of
the shares purchasable upon the exercise of an Option as it deems appropriate.
Any such restriction shall be set forth in the respective Award Agreement and
may be referred to on the certificates evidencing such shares. The Recipient
shall give the Company prompt notice of any disposition of shares of Common
Stock acquired by exercise of an Incentive Stock Option within (i) two years
from the date of granting (including the date the Option is modified, extended
or renewed for purposes of Section 424(h) of the IRC) such Option to such
Recipient or (ii) one year after the transfer of such shares to such Recipient.



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 21

<PAGE>   22

7.   RESTRICTED STOCK AWARDS

     7.1 NATURE OF RESTRICTED STOCK AWARDS. The Administering Body may grant
Restricted Stock Awards to any Eligible Person. A Restricted Stock Award is an
Award entitling the recipient to acquire, at par value or such other purchase
price, if any, determined by the Administering Body (but not less than the par
value thereof unless permitted by applicable state law), shares of Common Stock
subject to such restrictions and conditions as the Administering Body may
determine at the time of grant ("RESTRICTED STOCK"). Conditions may be based on
continuing employment (or other business relationships) with the Company or an
Affiliated Entity and/or, in the case of Restricted Stock Awards intended to be
Performance-Based Compensation, the achievement of pre-established, objective
performance goals that are determined over a measurement period or periods
established by the Administering Body and relate to one or more Performance
Criteria. Any Restricted Stock Award must be accepted by the applicable
Recipient within a period of sixty (60) days (or a shorter period as determined
by the Administering Body at the time of award) after the award date, by
executing the applicable Award Agreement and providing to the Administering Body
or its designee a copy of such executed Award Agreement and payment of the
applicable purchase price, if any, of such shares of Restricted Stock.

     7.2 RIGHTS AS STOCKHOLDERS. Subject to Section 7.3, upon delivery of the
shares of the Restricted Stock to a Recipient, or creation of a book entry
evidencing a Recipient's ownership of shares of Restricted Stock, pursuant to
Section 7.5, the Recipient shall have, unless otherwise provided by the
Administering Body, all the rights of a stockholder with respect to said shares,
subject to the restrictions in his or her Award Agreement, including the right
to receive all dividends and other distributions paid or made with respect to
the shares; provided, however, that, in the discretion of the Administering
Body, any extraordinary distributions with respect to the Common Stock shall be
subject to the restrictions set forth in Section 7.3.

     7.3 RESTRICTION. All shares of Restricted Stock issued under this Plan
(including any shares received by holders thereof with respect to shares of
Restricted Stock as a result of stock dividends, stock splits or any other form
of recapitalization) shall, in the terms of each individual Award Agreement, be
subject to such restrictions as the Administering Body shall provide, which
restrictions may include, without limitation, restrictions concerning voting
rights and transferability and restrictions based on duration of employment or
engagement with the Company or its Affiliated Entities, Company performance and
individual performance; provided, however, that, except with respect to shares
of Restricted Stock intended to qualify as Performance-Based Compensation, by
action taken after the Restricted Stock is issued, the Administering Body may,
on such terms and conditions as it may determine to be appropriate, remove any
or all of the restrictions imposed by the terms of the Award Agreement.
Restricted Stock may not be sold, transferred, assigned or encumbered until all
restrictions are terminated or expire.

     7.4 FORFEITURE OR REPURCHASE OF RESTRICTED STOCK. The Administering Body
shall provide in the terms of each individual Award Agreement for forfeiture and
reversion to the Company of a Recipient's shares of Restricted Stock, or that
the Company shall have a right to repurchase such



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 22

<PAGE>   23

shares of Restricted Stock, at a cash price per share equal to the price, if
any, paid by the Recipient for such shares of Restricted Stock, to the extent
such shares are then subject to restrictions under the Award Agreement,
immediately upon any failure to satisfy applicable conditions set forth in the
Award Agreement or upon a termination of employment (with or without cause and
for any reason whatsoever) or, if applicable, upon a termination of engagement
(with or without cause and for any reason whatsoever) between the Recipient and
the Company or any Affiliated Entity, subject, in any case, to Sections 5.13 and
5.14, as applicable.

     7.5 CERTIFICATES, ESCROWS. Each Recipient receiving a Restricted Stock
Award shall be issued a stock certificate or certificates evidencing the shares
of Common Stock covered by such Award registered in the name of such Recipient.
The Administering Body may require a Recipient who receives a certificate or
certificates evidencing a Restricted Stock Award to immediately deposit such
certificate or certificates, together with a stock power or other appropriate
instrument of transfer, endorsed in blank by the Recipient, with signatures
guaranteed in accordance with the Exchange Act if required by the Administering
Body, with the Secretary of the Company or an escrow holder as provided in the
immediately following sentence. The Secretary of the Company or such other
escrow holder as the Administering Body may appoint shall retain physical
custody of each certificate representing Restricted Stock until all of the
restrictions imposed under the Award Agreement with respect to the shares
evidenced by such certificate expire or shall have been removed. The foregoing
to the contrary notwithstanding, the Administering Body may, in its discretion,
provide that a Recipient's ownership of Restricted Stock prior to lapse of the
restrictions set forth in the Award Agreement shall, in lieu of certificates, be
evidenced by a "book entry" (i.e., a computerized or manual entry) in the
records of the Company or its designated agent in the name of such Recipient.
Such records of the Company or such agent shall, absent manifest error, be
binding on all Recipients who receive Restricted Stock Awards. The holding of
shares of Restricted Stock by the Company or an escrow holder, in accordance
with this Section 7.5, or the use of book entries to evidence the ownership of
shares of Restricted Stock, in accordance with this Section 7.5, shall not
affect the rights of Recipients as owners of their shares of Restricted Stock,
nor affect the restrictions applicable to such shares under the Award Agreement
or this Plan.

     7.6 VESTING OF RESTRICTED STOCK. The Administering Body at the time of
grant shall specify and state in the Award Agreement the date or dates and/or,
in the case of Restricted Stock Awards intended to qualify as Performance-Based
Compensation, attainment of performance goals and other conditions, on which
Restricted Stock shall become vested and free of restrictions applicable
thereto, subject to Section 7.4 and to such further rights of the Company or its
assigns as may be specified in the Award Agreement or other instrument
evidencing the Restricted Stock Award. Upon expiration or termination of the
restrictions applicable to a Recipient's shares of Restricted Stock, pursuant to
the applicable Award Agreement and this Plan, the Company shall, subject to
Sections 5.6, 5.11 and 5.12, then deliver to such Recipient a certificate or
certificates evidencing such shares registered in the name of such Recipient.

     7.7 WAIVER, DEFERRAL AND REINVESTMENT OF DIVIDENDS. The Award Agreement or
other written instrument evidencing a Restricted Stock Award may require or
permit the



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 23

<PAGE>   24

immediate payment, waiver, deferral or investment of dividends paid on the
Restricted Stock.

     7.8 SECTION 83(b) ELECTION. If a Recipient of a Restricted Stock Award
makes an election under Section 83(b) of the IRC, or any successor section
thereto, to be taxed with respect to the Restricted Stock as of the date of
transfer of the Restricted Stock rather than as of the date or dates upon which
such Recipient would otherwise be taxable under Section 83(a) of the IRC, such
Recipient shall deliver a copy of such election to the Company immediately after
filing such election with the Internal Revenue Service. Such election shall be
in the sole discretion of any such Recipient. None of the Company or any
Affiliated Entity shall have any liability or responsibility relating to or
arising out of the filing or not filing of any such election or any defects in
its construction.

8.   UNRESTRICTED STOCK AWARDS

     8.1 GRANT OR SALE OF UNRESTRICTED STOCK.

         (a) GRANT OR SALE OF UNRESTRICTED STOCK. The Administering Body may, in
     its sole discretion, grant (or sell at a purchase price determined by the
     Administering Body) an Unrestricted Stock Award to any Eligible Person,
     pursuant to which such individual may receive shares of Common Stock free
     of any vesting restrictions ("UNRESTRICTED STOCK") under this Plan.
     Unrestricted Stock Awards may be granted or sold as described in the
     preceding sentence as a bonus in respect of past services or other valid
     consideration, or in lieu of any cash compensation due to such individual.

         (b) DEFERRAL OF AWARDS. The Administering Body may, in its discretion,
     permit any Recipient who has received shares of Unrestricted Stock under
     this Article 8 to elect to defer receipt of up to 100% of such shares of
     Unrestricted Stock in accordance with such rules and procedures as may from
     time to time be established by the Administering Body for that purpose, and
     such election shall be effective on the later of the date one (1) year from
     the date of such election or the beginning of the next calendar year, or
     such later date as the Administering Body may specify in the Award
     Agreement. Any such deferred Unrestricted Stock shall be entitled to
     receive Dividend Equivalent Rights settled in shares of Common Stock.

9.   PERFORMANCE STOCK AWARDS

     9.1 NATURE OF PERFORMANCE STOCK AWARDS. A Performance Stock Award is an
Award entitling the Recipient to acquire shares of Common Stock upon the
attainment of pre-established, objective performance goals based on Performance
Criteria. The Administering Body may make Performance Stock Awards independent
of or in connection with the granting of any other Award under this Plan.
Performance Stock Awards may be granted under this Plan to any Eligible Person.
The Administering Body, in its sole discretion, shall determine whether and to
whom Performance Stock Awards shall be made, the performance goals applicable
under each such Award, the periods during which performance is to be measured,
and all other limitations and conditions applicable to the awarded shares,
which, in any case, shall be stated in the Award



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 24

<PAGE>   25

Agreement; provided, however, that the Administering Body may rely on the
performance goals, based on Performance Criteria, and other standards applicable
to other performance unit plans of the Company in setting the standards for
Performance Stock Awards under this Plan.

     9.2 RIGHTS AS A STOCKHOLDER. A Recipient receiving a Performance Stock
Award shall have the rights of a stockholder only as to shares of Common Stock
actually received by the Recipient upon satisfaction or achievement of the terms
and conditions of such Award and not with respect to shares subject to the Award
but not actually issued to such Recipient. Accordingly, a Recipient shall be
entitled to receive a stock certificate evidencing the acquisition of shares of
Common Stock under a Performance Stock Award only upon satisfaction of all
conditions specified in the Award Agreement evidencing the Performance Stock
Award (or in a performance plan adopted by the Administering Body).

10.  DIVIDEND EQUIVALENT RIGHTS; INTEREST EQUIVALENTS

     10.1 DIVIDEND EQUIVALENT RIGHTS. A Dividend Equivalent Right is an Award
entitling the Recipient to receive credits based on cash dividends that would be
paid on the shares of Common Stock specified in the Dividend Equivalent Right
(or other Award to which it relates) if such shares were held by the Recipient.
A Dividend Equivalent Right may be granted hereunder to any Eligible Person, as
a component of another Award or as a freestanding Award. The terms and
conditions of Dividend Equivalent Rights shall be specified by the Administering
Body and stated in the Award Agreement. Dividend equivalents credited to the
holder of a Dividend Equivalent Right may be paid currently or may be deemed to
be reinvested in additional shares of Common Stock, which may thereafter accrue
additional equivalents. Any such reinvestment shall be at Fair Market Value on
the date of reinvestment or such other price as may then apply under a dividend
reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights
may be settled in cash or shares of Common Stock or a combination thereof, in a
single installment or installments. A Dividend Equivalent Right granted as a
component of another Award may provide that such Dividend Equivalent Right shall
be settled upon exercise, settlement, or payment of, or lapse of restrictions
on, such other Award and that such Dividend Equivalent Right shall expire or be
forfeited or annulled under the same conditions as such other Award. A Dividend
Equivalent Right granted as a component of another Award may also contain terms
and conditions different from such other Award.

     10.2 INTEREST EQUIVALENTS. Any Award under this Plan that is settled in
whole or in part in cash on a deferred basis may provide in the Award Agreement
for interest equivalents to be credited with respect to such cash payment.
Interest equivalents may be compounded and shall be paid upon such terms and
conditions as may be specified at the time of grant in the Award Agreement.

11.  STOCK APPRECIATION RIGHTS

     11.1 GRANT OF STOCK APPRECIATION RIGHTS. A Stock Appreciation Right may be
granted to any Eligible Person selected by the Administering Body. A Stock
Appreciation Right



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 25

<PAGE>   26

may be granted (a) in connection and simultaneously with the grant of a Stock
Option, (b) with respect to previously granted Non-qualified Stock Options, or
(c) independent of a Stock Option. A Stock Appreciation Right shall be subject
to such terms and conditions not inconsistent with this Plan as the
Administering Body shall impose and shall be evidenced by an Award Agreement.

     11.2 COUPLED STOCK APPRECIATION RIGHTS.

         (a) A Coupled Stock Appreciation Right ("CSAR") shall be related to a
     particular Stock Option and shall be exercisable only when and to the
     extent the related Stock Option is exercisable.

         (b) A CSAR may be granted to the Recipient for no more than the number
     of shares subject to the simultaneously or previously granted and
     unexercised Stock Option to which it is coupled.

         (c) A CSAR shall entitle the Recipient to surrender to the Company
     unexercised a portion of the Stock Option to which the CSAR relates (to the
     extent then exercisable pursuant to its terms) and to receive from the
     Company in exchange therefor an amount determined by multiplying the
     difference obtained by subtracting the Stock Option exercise price from the
     Fair Market Value of a share of Common Stock on the date of exercise of the
     CSAR by the number of shares of Common Stock with respect to which the CSAR
     shall have been exercised, subject to any limitations the Administering
     Body may impose. An Option with respect to which a Recipient has elected to
     exercise a CSAR shall, to the extent of the shares covered by such
     exercise, be canceled automatically and surrendered to the Company. Such
     Option shall thereafter remain exercisable according to its terms only with
     respect to the number of shares of Common Stock as to which it would
     otherwise be exercisable, less the number of such shares with respect to
     which such CSAR has been so exercised.

     11.3 INDEPENDENT STOCK APPRECIATION RIGHTS.

         (a) An Independent Stock Appreciation Right ("ISAR") shall be unrelated
     to any Stock Option and shall have the terms set by the Administering Body.
     An ISAR shall be exercisable in such installments and subject to such
     conditions as the Administering Body may determine. An ISAR shall cover
     such number of shares of Common Stock as the Administering Body may
     determine. The exercise price per share of the Common Stock subject to each
     ISAR shall be set by the Administering Body and, together with the other
     terms and conditions of the ISAR, shall be set forth in the Award
     Agreement.

         (b) An ISAR shall entitle the Recipient to exercise all or a specified
     portion of the ISAR (to the extent then exercisable pursuant to its terms)
     and to receive from the Company an amount determined by multiplying the
     difference obtained by subtracting the exercise price per share of the ISAR
     from the Fair Market Value of a share of Common Stock on the date of
     exercise of the ISAR by the number of shares of Common Stock with



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 26

<PAGE>   27

     respect to which the ISAR shall have been exercised, subject to any
     limitations the Administering Body may impose.

     11.4 PAYMENT AND LIMITATIONS ON EXERCISE.

         (a) Payment of the amounts determined under Section 11.2(c) and 11.3(b)
     above shall be in cash, in Common Stock (based on its Fair Market Value as
     of the date the Stock Appreciation Right is exercised) or a combination of
     both, as determined by the Administering Body. To the extent such payment
     is effected in Common Stock it shall be made subject to satisfaction of all
     provisions of this Plan pertaining to Stock Options.

         (b) Holders of Stock Appreciation Rights may be required to comply with
     any timing or other restrictions with respect to the settlement or exercise
     of a Stock Appreciation Right, including a window-period limitation, as may
     be imposed in the discretion of the Administering Body.

12.  REORGANIZATIONS

     12.1 CORPORATE TRANSACTIONS NOT INVOLVING A CHANGE IN CONTROL. If the
Company shall consummate any Reorganization not involving a Change in Control in
which holders of shares of Common Stock are entitled to receive in respect of
such shares any securities, cash or other consideration (including without
limitation a different number of shares of Common Stock), each Award outstanding
under this Plan shall thereafter be claimed or exercisable, in accordance with
this Plan, only for the kind and amount of securities, cash and/or other
consideration receivable upon such Reorganization by a holder of the same number
of shares of Common Stock as are subject to that Award immediately prior to such
Reorganization, and any adjustments will be made to the terms of the Award, and
the underlying Award Agreement, in the sole discretion of the Administering Body
as it may deem appropriate to give effect to the Reorganization.

     12.2 CORPORATE TRANSACTIONS INVOLVING A CHANGE IN CONTROL. As of the
effective time and date of any Change in Control, this Plan and any then
outstanding Awards (whether or not vested) shall automatically terminate unless
(a) provision is made in writing in connection with such transaction for the
continuance of this Plan and for the assumption of such Awards, or for the
substitution for such Awards of new grants covering the securities of a
successor entity or other party to the transaction resulting in such Change in
Control, or an affiliate thereof, with appropriate adjustments as to the number
and kind of securities and exercise prices, in which event this Plan and such
outstanding Awards shall continue or be replaced, as the case may be, in the
manner and under the terms provided by the Administering Body and/or in any
written agreement relating to such Change in Control transaction; or (b) the
Board otherwise has provided or shall provide in writing for such adjustments as
it deems appropriate in the terms and conditions of the then-outstanding Awards
(whether or not vested), including without limitation (i) accelerating the
vesting or exercisability of outstanding Awards and/or (ii) providing for the
cancellation of Awards and their automatic conversion into the right to receive
the securities, cash and/or other consideration that a holder of the shares
underlying such Awards would have been



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 27

<PAGE>   28

entitled to receive upon consummation of such Change in Control had such shares
been issued and outstanding immediately prior to the effective date and time of
the Change in Control (net of the appropriate option exercise prices). If,
pursuant to the foregoing provisions of this Section 12.2, this Plan and any
outstanding Awards granted hereunder shall terminate by reason of the occurrence
of a Change in Control without provision for any of the actions described in
clause (a) or (b) hereof, then any Recipient holding outstanding Awards shall
have the right, at such time immediately prior to the consummation of the Change
in Control as the Administering Body shall designate, to convert, claim or
exercise, as applicable, the Recipient's Awards to the full extent not
theretofore converted, claimed or exercised, including any installments which
have not yet become vested or exercisable.

13.  DEFINITIONS

     Capitalized terms used in this Plan and not otherwise defined shall have
the meanings set forth below:

     "ADMINISTERING BODY" shall mean the Board as long as no Stock Plan
Committee has been appointed and is in effect and shall mean the Stock Plan
Committee as long as the Stock Plan Committee is appointed and in effect.

     "AFFILIATED ENTITY" shall mean (i) any corporation or limited liability
company, other than the Company, in an unbroken chain of corporations or limited
liability companies ending with the Company if each corporation or limited
liability company owns stock or membership interests (as applicable) possessing
more than fifty percent (50%) of the total combined voting power of all classes
of stock in one of the other corporations or limited liability companies in such
chain; (ii) any corporation, trade or business (including, without limitation, a
partnership or limited liability company) which is more than fifty percent (50%)
controlled (whether by ownership of stock, assets or an equivalent ownership
interest or voting interest) by the Company or another Affiliated Entity; or
(iii) any other entity, approved by the Administering Body as an Affiliated
Entity under the Plan, in which the Company or any other Affiliated Entity has a
material equity interest.

     "AWARD" OR "AWARDS," except where referring to a particular category or
grant under this Plan, shall include Incentive Stock Options, Non-qualified
Stock Options, Restricted Stock Awards, Unrestricted Stock Awards, Performance
Stock Awards, Dividend Equivalent Rights and Stock Appreciation Rights.

     "AWARD AGREEMENT" means the agreement or confirming memorandum setting
forth the terms and conditions of the Award.

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

     "CHANGE IN CONTROL" means the following and shall be deemed to occur if any
of the events specified in clause (a), (b), (c) or (d) occur:



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 28

<PAGE>   29

         (a) Any person, within the meaning of Section 13(d) or 14(d) of the
     Exchange Act (other than the Company or any corporation or other such
     person of which a majority of its voting power or its voting equity
     securities or equity interests is owned, directly or indirectly, by the
     Company (a "RELATED ENTITY"), or any employee benefit plan (or a trust
     forming a part thereof) maintained by the Company or any Related Entity),
     becomes, after the Effective Date, the beneficial owner (within the meaning
     of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly,
     of fifty percent (50%) or more of the combined voting power of the
     Company's then outstanding securities; or

         (b) During any period of two (2) consecutive years, individuals, who at
     the beginning of such period, constitute the Board and any new Director of
     the Company (other than a Director designated by a person who has entered
     into an agreement with the Company to effect a transaction described in
     clause (a), (c) or (d) of this definition) whose election by the Board or
     nomination for election by the Company's stockholders was approved by a
     vote of at least two-thirds (2/3) of the Directors of the Company then
     still in office who either were Directors of the Company at the beginning
     of the two-year period or whose election or nomination for election was
     previously so approved, cease for any reason to constitute at least a
     majority of the Board;

         (c) A merger or consolidation of the Company with any other
     corporation, other than a merger or consolidation which would result in the
     voting securities of the Company outstanding immediately prior thereto
     continuing to represent (either by remaining outstanding or by being
     converted into voting securities of the surviving entity) more than fifty
     percent (50%) of the combined voting power of the voting securities of the
     Company or such surviving entity outstanding immediately after such merger
     or consolidation; provided, however, that a merger or consolidation
     effected to implement a recapitalization of the Company (or similar
     transaction) in which no person acquires more than fifty percent (50%) of
     the combined voting power of the Company's then outstanding securities
     shall not constitute a Change in Control; and provided further a merger or
     consolidation in which the Company is the surviving entity (other than as a
     wholly owned subsidiary of another entity) and in which the Board of
     Directors of the Company or the successor to the Company, after giving
     effect to the merger or consolidation, is comprised of a majority of
     members who are either (x) Directors of the Company immediately preceding
     the merger or consolidation, or (y) appointed to the Board by the Company
     (or the Board) as an integral part of such merger or consolidation, shall
     not constitute a Change in Control; or

         (d) Approval by the stockholders of the Company or any order by a court
     of competent jurisdiction of a plan of liquidation of the Company, or the
     sale or disposition by the Company of all or substantially all of the
     Company's assets other than (i) the sale or disposition of all or
     substantially all of the assets of the Company to a person or persons who
     beneficially own, directly or indirectly, at least fifty percent (50%) or
     more of the combined voting power of the outstanding voting securities of
     the Company at the time of



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 29

<PAGE>   30

     the sale; or (ii) pursuant to a dividend in kind or spinoff type
     transaction, directly or indirectly, of such assets to the stockholders of
     the Company.

         (e) Notwithstanding the foregoing, a Change in Control of the type
     described in paragraph (b), (c) or (d) shall be deemed to be completed on
     the date it occurs, and a Change in Control of the type described in
     paragraph (a) shall be deemed to be completed as of the date the entity or
     group attaining 50% or greater ownership has elected its representatives to
     the Board and/or caused its nominees to become officers of the Company with
     the authority to terminate or alter the terms of any Employee's employment.

     "COMMON STOCK" means the common stock of the Company, par value $.001 per
share, as constituted on the Effective Date, and as thereafter adjusted as a
result of any one or more events requiring adjustment of outstanding Awards
under Section 3.4 above.

     "COMPANY" means eVentures Group, Inc., a Delaware corporation.

     "CONSULTANT" means any consultant or advisor if:

         (a) the consultant or advisor renders bona fide services to the Company
     or any Affiliated Entity;

         (b) the services rendered by the consultant or advisor 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

         (c) the consultant or advisor is a natural person who has contracted
     directly with the Company or an Affiliated Entity to render such services.

     "CSAR" means a coupled stock appreciation right as defined in Section 11.2.

     "DIRECTOR" means any person serving on the Board or the Board of Directors
of an Affiliated Entity irrespective of whether such person is also an Employee
of the Company or an Affiliated Entity.

     "DIVIDEND EQUIVALENT RIGHT" shall mean any Award granted pursuant to
Article 10 of this Plan.

     "DRO" shall mean a domestic relations order as defined by the IRC or Title
I of ERISA or the rules thereunder.

     "EFFECTIVE DATE" means September 22, 1999, which is the date this Plan was
adopted by the Board.

     "ELIGIBLE PERSON" shall include key Employees, Directors and Consultants of
the Company or of any Affiliated Entity.



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 30

<PAGE>   31

     "EMPLOYEE" means any officer or other employee (as defined in accordance
with Section 3401(c) of the IRC) of the Company or any Affiliated Entity.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

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

     "EXPIRATION DATE" means the tenth anniversary of the Effective Date.

     "FAIR MARKET VALUE" of a share of the Company's capital stock as of a
particular date shall be: (a) if the stock is listed on an established stock
exchange or exchanges (including for this purpose, the NASDAQ National Market),
the closing sale price of the stock quoted for such date as reported in the
transactions index of each such exchange, as published in The Wall Street
Journal and determined by the Administering Body, or, if no sale price was
quoted in any such index for such date, then as of the next preceding date on
which such a sale price was quoted; or (b) if the stock is not then listed on an
exchange or the NASDAQ National Market, the average of the closing bid and asked
prices per share for the stock in the over-the-counter market as quoted on The
NASDAQ Small Cap Market, or, if not so quoted, on the OTC Bulletin Board, on
such date; or (c) if the stock is not then listed on an exchange or quoted in
the over-the-counter market, an amount determined in good faith by the
Administering Body; provided, however, that (i) when appropriate, the
Administering Body, in determining Fair Market Value of capital stock of the
Company, may take into account such other factors as it may deem appropriate
under the circumstances and (ii) if the stock is traded on The NASDAQ Small Cap
Market and both sales prices and bid and asked prices are quoted or available,
the Administering Body may elect to determine Fair Market Value under either
clause (a) or (b) above. Notwithstanding the foregoing, the Fair Market Value of
capital stock for purposes of grants of Incentive Stock Options shall be
determined in compliance with applicable provisions of the IRC.

     "INCENTIVE STOCK OPTION" means a Stock Option that qualifies as an
incentive stock option under Section 422 of the IRC, or any successor statute
thereto.

     "IRC" means the Internal Revenue Code of 1986, as amended.

     "ISAR" means an independent stock appreciation right as defined in Section
11.3.

     "JUST CAUSE DISMISSAL" shall mean a termination of a Recipient's employment
for any of the following reasons: (a) the Recipient violates any reasonable rule
or regulation of the Board, the Company's Chief Executive Officer or the
Recipient's superiors that results in material damage to the Company or an
Affiliated Entity or which, after written notice to do so, the Recipient fails
to correct within a reasonable time; (b) any willful misconduct or gross
negligence by the Recipient in the responsibilities assigned to the Recipient;
(c) any willful failure to perform the Recipient's job as required to meet the
Company's or an Affiliated Entity's objectives; (d) any wrongful conduct of a
Recipient which has an adverse impact on the Company or an Affiliated



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 31

<PAGE>   32

Entity or which constitutes a misappropriation of assets of the Company or an
Affiliated Entity; (e) the Recipient's performing services for any other person
or entity that competes with the Company or an Affiliated Entity while the
Recipient is employed by the Company or an Affiliated Entity, without the prior
written approval of the Chief Executive Officer of the Company or an Affiliated
Entity; or (f) any other conduct that the Administering Body determines
constitutes just cause for dismissal; provided, however, that if a Recipient is
party to an employment agreement with the Company and/or an Affiliated Entity
providing for just cause dismissal (or some comparable notion) of such Recipient
from his or her employment with the Company or an Affiliated Entity, "Just Cause
Dismissal" for purposes of this Plan shall have the same meaning as ascribed
thereto or to such comparable notion in such employment agreement.

     "NON-QUALIFIED STOCK OPTION" means a Stock Option that is not an Incentive
Stock Option.

     "PARENT CORPORATION" means any parent corporation of the Company as defined
in Section 424(e) of the IRC.

     "PERFORMANCE-BASED COMPENSATION" means performance-based compensation as
described in Section 162(m)(4)(C) of the IRC.

     "PERFORMANCE CRITERIA" shall mean the following business criteria with
respect to the Company, any Affiliated Entity or any division or operating unit
of any thereof: (a) income or net income, (b) pre-tax income, (c) operating
income or net operating income, (d) cash flow, (e) earnings per share (including
earnings before interest, taxes and amortization), (f) return on equity, (g)
return on invested capital or assets, (h) cost reductions or savings, (i) funds
from operations, (j) appreciation in the fair market value of Common Stock, (k)
earnings before any one or more of the following items: interest, taxes,
depreciation or amortization, (l) book value of Common Stock, (m) total
stockholder return, (n) return on capital, (o) return on assets or net assets,
or (p) operating margin.

     "PERFORMANCE STOCK AWARDS" means Awards granted pursuant to Article 9.

     "PERMANENT DISABILITY" shall mean that the Recipient becomes physically or
mentally incapacitated or disabled so that the Recipient is unable to perform
substantially the same services as the Recipient performed prior to incurring
such incapacity or disability (the Administering Body, at its option and the
Company's expense, may retain a physician to confirm the existence of such
incapacity or disability, and the determination of such physician shall be
binding upon the Company and the Recipient), and such incapacity or disability
continues for a period of three consecutive months or six months in any 12-month
period or such other period(s) as may be determined by the Administering Body
with respect to any Award, provided that for purposes of determining the period
during which an Incentive Stock Option may be exercised pursuant to Section
5.13(b)(ii) hereof, Permanent Disability shall mean "permanent and total
disability" as defined in Section 22(e) of the IRC.



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 32

<PAGE>   33

     "PLAN" means this 1999 Omnibus Securities Plan of the Company.

     "PLAN TERM" means the period during which this Plan remains in effect
(commencing on the Effective Date and ending on the Expiration Date).

     "RECIPIENT" means an Eligible Person who has received an Award or Awards
under this Plan or any person who is recognized under this Plan as the successor
in interest to such an Eligible Person with respect to such Eligible Person's
Award.

     "REORGANIZATION" means any merger, consolidation or other reorganization.

     "RESTRICTED STOCK" shall have the meaning ascribed thereto in Section 7.1.

     "RESTRICTED STOCK AWARDS" means any Award granted pursuant to Article 7 of
this Plan.

     "RETIREMENT" means normal retirement from employment with the Company or an
Affiliated Entity in accordance with the retirement policies of the Company or
any such Affiliated Entity then in effect, as determined by the Administering
Body.

     "RULE 16B-3" means Rule 16b-3 under the Exchange Act, or any successor or
similar rule under the Exchange Act, as the same may be amended from time to
time.

     "SECURITIES ACT" means the Securities Act of 1933, as amended.

     "SIGNIFICANT STOCKHOLDER" is an individual who, at the time an Award is
granted to such individual under this Plan, owns more than 10% of the combined
voting power of all classes of stock of the Company or of any Parent Corporation
or Subsidiary Corporation (after application of the attribution rules set forth
in Section 424(d) of the IRC).

     "STOCK APPRECIATION RIGHT" means a stock appreciation right granted under
Article 11 of this Plan.

     "STOCK OPTION" OR "OPTION" means a right to purchase stock of the Company
granted under Article 6 of this Plan to an Eligible Person.

     "STOCK PLAN COMMITTEE" means the committee appointed by the Board to
administer this Plan pursuant to Section 4.1.

     "SUBSIDIARY CORPORATION" means any subsidiary corporation of the Company as
defined in Section 424(f) of the IRC.

     "UNRESTRICTED STOCK" shall have the meaning ascribed thereto in Section
8.1.

     "UNRESTRICTED STOCK AWARD" means any Award granted pursuant to Article 8 of
this Plan.



1999 OMNIBUS SECURITIES PLAN (eVENTURES GROUP, INC.) - PAGE 33